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FAIRFIELD, N.J.óBradley Pharmaceuticals Inc. announced in late October that it had entered into a definitive merger agreement with Nycomed US Inc., a subsidiary of Nycomed S.C.A., SICAR, under which all outstanding shares of the company will be converted into $20 per share in cash. This represents a premium of 25 percent over the closing price of $16 on Oct. 29. The transaction implies a fully diluted equity value for Bradley of approximately $346 million.
In May, Bradley's board of directors 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 29, the special committee, advised by independent financial and legal advisors, engaged in an extensive auction process. Based on the committee's recommendation, Bradley's board approved the merger agreement and recommended that stockholders vote in favor of the merger agreement. 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 regulatory approvals and 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.
"The acquisition of Bradley provides us with a unique opportunity to strengthen our dermatology expertise in the U.S. with successful products and capabilities that match ours perfectly," says Hakan Bjorklund, CEO of Nycomed. "The acquisition enables us to gain critical mass in the dermatology market and provides significant momentum for further add-on investments."
Paul McGarty, CEO of Nycomed US, adds, "This brings together the strengths of both companies with the objective of creating a leading specialty pharmaceutical player in dermatology."