The Board of Directors of Q-Med unanimously recommends the shareholders of Q-Med
to accept the public takeover offer by Galderma
Background
This statement is made by the Board of Directors (the "Board") of Q-Med AB
(publ) ("Q-Med" or the "Company") pursuant to section II.19 of the rules
concerning public takeover offers on the stock market adopted by NASDAQ OMX
Stockholm (the "Takeover Rules").
Galderma Holding AB, a company wholly-owned by Galderma Pharma S.A.,
("Galderma") has today, on 13 December 2010, announced a public takeover offer
to the shareholders of Q-Med to tender all of their shares in Q-Med to Galderma
(the "Offer"). The shareholders in Q-Med, other than the main shareholder Lyftet
Holding B.V., are offered a cash payment of SEK 75.00 per share in Q-Med.
Lyftet Holding B.V., a company represented by Bengt Ågerup, that owns
approximately 47.5 per cent of the shares and votes in Q-Med, has made an
irrevocable and unconditional undertaking to accept the Offer against an initial
cash payment of SEK 58.94 per share and potentially subsequent additional cash
payments of up to SEK 16.02 per share if certain financial and business related
milestones that Galderma has set out for the development of Q-Med are reached.
The highest total consideration that Lyftet Holding B.V. may receive does
consequently not exceed SEK 74.96 per share.
In view of the aforementioned undertaking from Lyftet Holding B.V. to Galderma
to accept the Offer, Bengt Ågerup has not participated in the Board's dealings
with matters relating to the Offer.
The acceptance period is expected to commence on or about 4 January 2011 and to
end on or about 25 January 2011. The Offer is, among other things, conditional
upon Galderma becoming the owner of more than 90 per cent of the shares in Q-Med
and that Q-Med's business partner Medicis Pharmaceutical Corporation provides
its prior written unconditional consent. The Offer is not conditional upon
financing.
The Board has, at the request of Galderma, allowed Galderma to conduct a limited
confirmatory due diligence investigation prior to the announcement of the Offer.
Galderma has not received any non-public price-sensitive information through
such due diligence investigation.
For more information on the Offer, reference is made to Galderma's press release
that was made public today.
The Board has been advised by Nordea Corporate Finance as financial adviser and
Mannheimer Swartling Advokatbyrå as legal adviser in connection with the Offer.
Q-Med AB is a medical device company that develops, manufactures, markets, and
sells high quality medical implants for esthetic and medical use. The majority
of the products are based on the company's patented technology, NASHA(TM), 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(TM) for body contouring, Durolane(TM) 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 about 650 coworkers, with almost 400 at the company's
head office and production facility in Uppsala, Sweden. Q-Med AB is listed in
the Mid Cap segment of the NASDAQ OMX Nordic.
Q-Med AB (publ), Seminariegatan 21, SE-752 28 Uppsala, Sweden. Corporate
identity number 556258-6882.
Tel: +46 18 474 90 00. Fax: +46 18 474 90 01. E-mail:info@q-med.com Web: www.q-
med.com
The Board's recommendation
The Board has based its opinion on the Offer on an assessment of a number of
factors that the Board has deemed relevant for an evaluation of the Offer,
including without limitation assumptions regarding the Company's present
position as well as the expected future development of the Company and thereto
related possibilities and risks.
The Board's assessment is further based on a fairness opinion from Nordea
Corporate Finance to the Board, stating that in the opinion of Nordea Corporate
Finance, and subject to the assumptions and qualifications as set out in the
opinion, the consideration in the Offer is fair from a financial point of view
for the shareholders in Q-Med. The fairness opinion is attached to this press
release.
Under the Takeover Rules, the Board must also, based on the statements made by
Galderma in connection with the announcement of the Offer, set out its views on
the impact the implementation of the Offer will have on Q-Med, especially
employment, and its views on Galderma's strategic plans for Q-Med and the impact
these could be expected to have on employment and on Q-Med's business locations.
In this respect, the Board notes that Galderma states that Q-Med has a broad and
talented group of employees, with state-of the art manufacturing operations and
a world-leading research & development organisation that would become Galderma's
center-of-excellence for the field of corrective and esthetic dermatology and be
able to fulfil Galderma's near-term and long-term strategic needs. Galderma
places great value on the work made by Q-Med's management and employees and
believes that they will continue to play an important role in the success of Q-
Med. Galderma also states that it expects that the acquisition of Q-Med in the
long-term will create growth and have a positive impact on the Company's
employees, customers and other stakeholders. Moreover, Galderma does not
anticipate any material effects of the implementation of the Offer for the
Company's employees, including employment conditions and employment levels at
locations where the Company currently conducts business. There are according to
Galderma no plans to significantly alter Q-Med's existing strategy. The Board
assumes that this statement is correct and has in relevant respects no reason to
have a different view.
On this basis, the Board unanimously recommends Q-Med's shareholders to accept
the Offer.
This statement shall in all respects be governed by and construed in accordance
with substantive Swedish law. Disputes arising from this statement shall be
settled exclusively by Swedish courts.
Uppsala 13 December, 2010
Q-Med AB (publ)
The Board of Directors
Press conference
A press conference in English in respect of the Offer will be held today at
10.00 (CET) at Roschier Advokatbyrå, Blasieholmsgatan 4 A, Stockholm.
For further information please contact:
Anders Milton, Chairman of the Bid Committee[1] as well as director of the Board
Tel: +46 (0)70-526 46 02
Q-Med provides the information in this press release in accordance with the
Securities Market Act and/or the Financial Instruments Trading Act. The
information was submitted for publication at 07.30 (CET) on 13 December 2010.
[1] The Bid Committee, which has been established by the Board, consists of the
directors of the Board Anders Milton, Bertil Hult and Ulf Mattsson.
[HUG#1471577]
Statement by the Board of Directors of Q-Med in relation to the public takeover offer by Galderma
| Source: Q-Med AB