Independent Board Committee of Q-Med recommends shareholders not to accept the cash offer from Ivytan


Independent Board Committee of Q-Med recommends shareholders not to accept the
cash offer from Ivytan

A public offer was presented on 3 November 2008 by Ivytan AB, indirectly owned
by EQT V and Lyftet Holding B.V, one of Bengt Ågerup's controlled companies, for
the acquisition of all shares in Q-Med AB (publ) for SEK 39 in cash
consideration per share. The acceptance period is currently scheduled to end on
December 8, 2008.

The Independent Board Committee unanimously recommends Q-Med shareholders not to
accept the offer as it does not reflect Q-Med's long term potential. 

Morgan Stanley has issued an inadequacy opinion. (1)

”We regard the timing of this offer to be opportunistic with respect to the
current state of the financial market. Despite the impact of the challenging
economic climate on the current business performance, Q-Med remains a strong
business. Q-Med has a market leadership position, successful brands and
excellent long-term growth prospects as a standalone listed company, which are
not reflected in the current offer of SEK 39 per share. Consequently we have
concluded that the offer is too low and are recommending Q-Med's shareholders
not to accept it,” says Q-Med's Chairman of the Board Pia Rudengren.

(1) In accordance with the qualifications and assumptions set out in the
opinion.


The Independent Board Committee believes that the currently ongoing and planned
initiatives at the company will have a positive impact on Q-Med's future
operational performance and will improve the profitability of the business going
forward: 

-  The continued market introduction of innovative new products such as
Restylane VitalTM and MacrolaneTM 
-  Opportunities to leverage Q-Med's leading market position and strong brands
to expand into new high growth markets such as Asia and Latin America
-  The ongoing implementation of Q-Med's new strategy for the Hospital
Healthcare business, where the Company is on track to complete the restructuring
of this business during the first half of 2009. This will enable Q-Med to focus
resources on its esthetics franchise
-  Q-Med's strong financial position provides flexibility to make the necessary
investments required to ensure the continued profitable growth of the business

Beyond 2009/2010 the company believes in its ability to deliver a sustainable
growth in excess of 10 per cent.

Attached is a statement from the Independent Board Committee together with the
opinion from Morgan Stanley.

The Independent Board Committee

Queries should be addressed to: 
Pia Rudengren, Chairman of the Board
Mobile: +46 (0)706 242041 or +46 (0)768 161490

Q-Med AB is a rapidly growing and profitable biotechnology/medical device
company. The company develops, manufactures, markets, and sells primarily
medical implants. The majority of the products are based on the company's
patented technology, NASHA™, for the production of stabilized non-animal
hyaluronic acid. The product portfolio today contains: Restylane® for filling
lines and folds, contouring and creating volume in the face, Macrolane™ for body
contouring, Durolane™ for the treatment of osteoarthritis of the hip and knee
joints, Deflux® for the treatment of vesicoureteral reflux, VUR, (a malformation
of the urinary bladder) in children, and Solesta™ for the treatment of fecal
incontinence. Sales are made through the company's own subsidiaries or
distributors in over 70 countries. Q Med today has just over 700 coworkers, with
close to 500 at the company's head office and production facility in Uppsala,
Sweden. Q-Med AB is listed in the Mid Cap segment of the OMX Nordic Exchange in
Stockholm.

Attachments

UTSKOTTETS_UTTALANDE_081125_eng.pdf MS_Opinion_ENG.pdf 11252060.pdf