Galderma increases cash offer to SEK 79 per share in Q-Med and - - PDF document

This press release may not, directly or indirectly, be distributed or published in the United States, Australia, Japan, Canada, New Zealand, Hong Kong or South Africa. The offer is not being made to (and acceptances will not be accepted from) persons in those countries or elsewhere where their participation requires further documentation, filings or other measures in addition to those required by Swedish law.

Press release 10 February 2011

Galderma increases cash offer to SEK 79 per share in Q-Med and extends offer period

• Shareholders representing 77.79% have accepted or undertaken to accept

the offer

• All necessary clearances from relevant competition authorities have been

received except from Cyprus which is expected shortly

• Consent to the acquisition has been provided by Medicis

Galderma Pharma S.A., a global specialty pharmaceutical company focused on dermatology, and Galderma Holding AB (together “Galderma”) today announce their decision to increase their all cash offer to the shareholders in Q-Med AB (publ) (“Q-Med”) to SEK 79.00 per share in Q-Med1 and extend the acceptance period up to and including 24 February 2011. Shareholders in Q-Med who have already accepted Galderma’s offer within the original acceptance period are automatically included in the increased offer. Shareholders representing 55,288,353 shares, corresponding to 55.63 percent of all shares and votes in Q-Med, have accepted Galderma’s offer as of 9 February 2011. In addition, certain institutional shareholders in Q-Med, including Lannebo Fonder, Swedbank Robur Fonder, AMF Pension, Nordea Investment Funds, SEB Investment Management and Tredje AP-fonden, representing in aggregate 22,021,970 shares, corresponding to 22.16 percent of all shares and votes in Q-Med, have on 9 February 2011 undertaken to accept the increased offer. Such undertakings are conditional upon no competing higher offer to the shareholders of Q-Med being made public prior to the expiry of the acceptance period of Galderma’s offer. Accordingly, shareholders representing in aggregate 77,310,323 shares, corresponding to 77.79 percent of all shares and votes in Q-Med, have currently accepted or undertaken to accept the increased offer. Galderma does not currently own or control any shares in Q-Med.

1 The increase concerns the General Alternative as further described in the offer document in relation to

Galderma’s offer dated 3 January 2011. The Special Alternative, which is only available to Lyftet Holding B.V., is not subject to any increase.

2 “With the support of the shareholders who have already tendered, or agreed to tender, their shares and the fulfillment of several of the conditions to our bid, we clearly have a strong proposal,” comments Humberto C. Antunes, President and Chief Executive Officer of

• Galderma. “The combined Galderma and Q-Med organizations will be well positioned to better

meet the needs of dermatology patients and doctors around the world.” Q-Med’s partner Medicis Pharmaceutical Corporation has provided its consent to Galderma’s acquisition of Q-Med. Accordingly, the completion of Galderma’s offer is no longer conditional upon such consent being provided. In addition, Galderma has received all necessary clearances from relevant competition authorities for the completion of its offer, except for clearance from the competition authority in

• Cyprus. As a consequence, the completion of Galderma’s offer is no longer conditional upon

receipt of clearances from competition or other authorities, other than from the competition authority in Cyprus. Galderma expects to receive clearance from the competition authority in Cyprus shortly. All other conditions to the completion of Galderma’s offer, such as that the offer is accepted to the extent that Galderma becomes the owner of more than 90 percent of all shares in Q-Med, remain unchanged. The increased offer represents:

• a premium of 30.0% to the volume-weighted average trading price over the last

30 calendar days, prior to the announcement of the offer on 13 December 2010, of SEK 60.79;2

• a premium of 24.6% to the volume-weighted average trading price over the last

90 calendar days, prior to the announcement of the offer on 13 December 2010, of SEK 63.39;3 and

• a premium of 19.2% to the closing price of SEK 66.25 on 10 December 2010, the last

trading day prior to the announcement of the offer on 13 December 2010.4 Furthermore, the increased offer implies a cash-adjusted price per share of SEK 69.55 (excluding the value of the cash, cash equivalents and short-term investments on the balance sheet as of 31 December 2010 representing a value of SEK 9.45 per share), which represents:

• a premium of 35.5% to the cash-adjusted volume-weighted average trading price over

the last 30 calendar days prior to the announcement of the offer on 13 December 2010;

• a premium of 28.9% to the cash-adjusted volume-weighted average trading price over

the last 90 calendar days prior to the announcement of the offer on 13 December 2010; and

• a premium of 22.4% to the cash-adjusted closing price on 10 December 2010, the last

trading day prior to the announcement of the offer on 13 December 2010.

2Sourced from Bloomberg. 3Sourced from Bloomberg. 4Sourced from Bloomberg.

3 The total value of the increased offer (based on an aggregate of 99,382,000 outstanding shares in Q-Med) amounts to approximately SEK 6.9 billion, provided that none of the Milestones under the Special Alternative are achieved and to approximately SEK 7.7 billion, provided that all Milestones under the Special Alternative are achieved.5 Commencement of settlement is expected to begin on or about 3 March 2011. Credit Suisse and Swedbank Corporate Finance act as financial advisors and Roschier Advokatbyrå as legal advisor to Galderma in connection with the Offer. Galderma Pharma S.A. Galderma Holding AB For additional information contact: Peter Nicholson, Galderma +33 676 22 71 18 Anders Fogel, Brunswick Group +46 8 410 32 180 This information was submitted for publication on 10 February 2011 at 08:30 a.m. CET. HELPLINE FOR Q-MED SHAREHOLDERS +46 8 585 914 44 INFORMATION ABOUT THE OFFER www.galderma.com

About Galderma Galderma’s ambition is to be recognized as the most competent and successful innovation-based company focused exclusively on meeting the needs of dermatology patients and physicians. A fully-integrated specialty pharmaceutical company, Galderma was founded in 1981 and has over 3000 employees actively collaborating with doctors, scientists, research institutes, universities, and patient advocacy groups who all share a commitment to improving the health of skin. With approximately 20% of sales invested each year to discover and develop new products and access innovative technologies, Galderma’s laboratory in Sophia-Antipolis, France, is one of the largest R&D facilities in the world dedicated exclusively to dermatology. The company’s extensive portfolio of products is available in 70 countries and treats a range of dermatological conditions including: acne, rosacea, onychomycosis, psoriasis & steroid-responsive dermatoses, pigmentary disorders, skin cancer and skin senescence. Leading brands include Epiduo, Differin, Oracea, MetroGel, Cetaphil, Tetralysal, Loceryl, Clobex, Tri-Luma, Silkis, Vectical, Dysport, Azzalure and Emervel.

5For information regarding the Milestones under the Special Alternative, see the offer document in relation to

Galderma’s offer dated 3 January 2011.