Bradley Pharmaceuticals Announces Definitive Merger Agreement with Nycomed for $20 Per Share in Cash
October 30 2007 - 8:00AM
PR Newswire (US)
FAIRFIELD, N.J., Oct. 30 /PRNewswire-FirstCall/ -- Bradley
Pharmaceuticals, Inc. (NYSE:BDY) announced today that it has
entered into a definitive merger agreement with Nycomed US Inc., a
subsidiary of Nycomed S.C.A., SICAR, pursuant to which all
outstanding shares of the Company will be converted into $20.00 per
share in cash, which represents a premium of 25% over the closing
price of $16.00 on October 29, 2007. The transaction implies a
fully diluted equity value for Bradley of approximately $346
million. On May 29, 2007, Bradley's Board of Directors announced
that it had formed a special committee of independent directors to
consider the Company's strategic alternatives, including responding
to a proposal from Daniel Glassman, founder, director, President
and CEO of the Company and the holder of nearly all of the
Company's Class B common stock, to acquire all of the outstanding
shares of Bradley. Since May 29th, the Special Committee, advised
by independent financial and legal advisors, engaged in an
extensive auction process. Based on the recommendation of the
Special Committee, the Board of Directors of Bradley approved the
merger agreement and recommended that Bradley's stockholders vote
in favor of the merger agreement. Mr. Glassman, also a director,
did not participate in the Board's consideration and approval of
the merger agreement. The transaction is conditioned on receipt of
approval by holders of a majority of the outstanding shares of
Bradley's common stock and Class B common stock, voting together as
one class. The transaction is also subject to certain regulatory
approvals and other customary closing conditions. There is no
financing condition, and the obligations of Nycomed US are
guaranteed by Nycomed S.C.A., SICAR. The transaction is expected to
be completed in the first quarter of 2008. Deutsche Bank Securities
Inc. acted as financial advisor to the Special Committee. Morgan
Stanley acted as financial advisor to Nycomed. Seth W. Hamot,
non-Executive Chairman of the Board of Bradley, said: "We are
pleased that Nycomed will acquire Bradley. The auction process was
thorough and our board believes that this transaction is in the
best interests of our stockholders." Hakan Bjorklund, Chief
Executive Officer of Nycomed, said: "The acquisition of Bradley
provides us with a unique opportunity to strengthen our dermatology
expertise in the US with successful products and capabilities that
match ours perfectly. The acquisition enables us to gain critical
mass in the dermatology market and provides significant momentum
for further add-on investments." Paul McGarty, Chief Executive
Officer of Nycomed US, added: "This brings together the strengths
of both companies with the objective of creating a leading
specialty pharmaceutical player in dermatology." This press release
is not a solicitation of a proxy, an offer to purchase nor a
solicitation of an offer to sell shares of Bradley Pharmaceuticals,
Inc., and it is not a substitute for any proxy statement or other
filings that may be made with the Securities and Exchange
Commission (the "SEC") with respect to the transaction. When such
documents are filed with the SEC, investors will be urged to
thoroughly review and consider them because they will contain
important information. Any such documents, once filed, will be
available free of charge at the SEC's website (http://www.sec.gov/)
and from the Company and its website (http://www.bradpharm.com/).
The Company and its directors, executive officers and other members
of its management may be deemed to be soliciting proxies from the
Company's stockholders in favor of the merger. Investors and
stockholders may obtain more detailed information regarding the
direct and indirect interests in the merger of persons who may,
under the rules of the SEC, be considered participants in the
solicitation of the Company's stockholders in connection with the
merger by reading the preliminary and definitive proxy statements
regarding the merger, which will be filed with the SEC. Information
about the Company's directors and executive officers may be found
in the Company's definitive proxy statement filed with the SEC on
May 17, 2007. These documents will be available free of charge once
available at the SEC's web site at http://www.sec.gov/ or by
directing a request to the Company. About Bradley Pharmaceuticals,
Inc. Bradley Pharmaceuticals, Inc. was founded in 1985 as a
specialty pharmaceutical company and markets to niche physician
specialties in the U.S. and international markets. Bradley's
success is based upon its core strengths in marketing and sales,
which enable the company to Commercialize brands that fill unmet
patient and physician needs; Develop new products through life
cycle management; and In-License phase II and phase III drugs with
long-term intellectual property protection that upon approval
leverage Bradley's marketing and sales expertise to increase
shareholder value. Bradley Pharmaceuticals is comprised of Doak
Dermatologics, specializing in therapies for dermatology and
podiatry; Kenwood Therapeutics, providing gastroenterology, OBGYN,
respiratory and other internal medicine brands; and A. Aarons,
which markets authorized generic versions of Doak and Kenwood
therapies. About Nycomed Nycomed is a pharmaceutical company that
provides medicines for hospitals, specialists and general
practitioners, as well as over-the-counter medicines in selected
markets. The company is active within a range of therapeutic areas,
including cardiology, gastroenterology, osteoporosis, respiratory,
pain and tissue management. New products are sourced both from own
research and from external partners. Operating throughout Europe
and in fast-growing markets such as Latin America, Russia/CIS and
the Asia-Pacific region Nycomed has a presence in about 50 markets
worldwide. Privately owned, the combined group had annual sales of
approximately euro 3.4 billion and an EBITDA of euro 933.4 million
(2006 results). For more information on Nycomed, visit
http://www.nycomed.com/ About Nycomed US Nycomed US Inc. (formerly
Altana Inc) is a subsidiary of Nycomed, which operates three
divisions in the US focused on specialty pharmaceuticals in
dermatology. Founded in 1849, Fougera is the largest of the three
divisions and is a leading manufacturer and distributor of a wide
range of multi-source topical steroids, antibiotics and antifungal
products. The PharmaDerm division of Nycomed is dedicated to
bringing innovative products to the dermatologists so they can best
care for their patients. Nycomed US also markets and sells Savage
Laboratories products, which focus on emergency care. For more
information on Nycomed US, visit
http://www.fougera.com/http://www.pharmaderm.com/http://www.savagelabs.com/
Safe Harbor for Forward-Looking Statements - This release contains
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include statements that address activities, events or
developments that Bradley expects, believes or anticipates will or
may occur in the future. Forward-looking statements are subject to
numerous risks and uncertainties, including the inability to
satisfy the conditions to the merger transaction, many of which are
beyond Bradley's control. Actual results may differ materially from
those projected. These risks and uncertainties include those
described from time to time in Bradley's SEC filings, including its
Annual Report on Form 10-K and its most recent Quarterly Report on
Form 10-Q. Except as required by law, Bradley undertakes no
obligation to publicly update any forward-looking statement in this
press release, including any information related to the special
committee and its work, whether as a result of new information,
future events or otherwise. DATASOURCE: Bradley Pharmaceuticals,
Inc. CONTACT: Anthony Griffo, Investor Relations of Bradley
Pharmaceuticals, Inc., +1-973-882-1505, ext. 313 Web site:
http://www.bradpharm.com/ http://www.nycomed.com/
http://www.fougera.com/ http://www.pharmaderm.com/
http://www.savagelabs.com/
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