CORAL GABLES, Fla., June 23 Stiefel Laboratories Inc., theworld's largest independent pharmaceutical company specializing indermatology, today announced it has signed a definitive merger agreement,pursuant to which Stiefel Laboratories will acquire Barrier Therapeutics, Inc.("Barrier Therapeutics") (Nasdaq: BTRX), through a two-step transaction, atender offer followed by a merger of Barrier Therapeutics into a wholly-ownedsubsidiary of Stiefel Laboratories, at a price of $4.15 in cash, per share ofBarrier Therapeutics' common stock. The transaction, valued at approximately$148 million, is subject to the valid tender of a majority of BarrierTherapeutics' fully diluted common stock, regulatory approvals and othercustomary conditions, but is not subject to any financing conditions. Theprice of $4.15 per share of Barrier Therapeutics' common stock represents apremium of approximately 73% to Barrier Therapeutics' average closing pricefor the past 30 days. The parties expect the transaction to close by the endof the third quarter of 2008.
The Board of Directors of Barrier Therapeutics has approved the definitivemerger agreement and the transactions contemplated thereby and has resolved torecommend that Barrier Therapeutics' stockholders tender their shares inconnection with the tender offer contemplated by the definitive mergeragreement.
This acquisition underscores Stiefel Laboratories' continuing efforts tosearch for and develop premium-quality, innovative dermatology products and tofocus on providing a superior customer experience in global therapeutic andaesthetic dermatology.
"This acquisition demonstrates our continued commitment to advancing thefield of therapeutic dermatology," said Charles W. Stiefel, chairman and chiefexecutive officer of Stiefel Laboratories. "We are very impressed withBarrier Therapeutics' innovative products and pipeline. This strategic movewill further expand our oral and topical product portfolio in development andincrease our sales of novel treatments for skin conditions."
Barrier Therapeutics currently markets three pharmaceutical products. Inaddition to these marketed products, the company has other product candidatesin various stages of development for the treatment of a range ofdermatological conditions.
"We are very proud of the accomplishments of the entire BarrierTherapeutics team since we were founded in 2002, and we are pleased thatStiefel Laboratories recognizes the value that we have created," said AlAltomari, chief executive officer of Barrier Therapeutics. "We believe thatthis transaction provides substantial value to our stockholders. We believethat Barrier Therapeutics' product portfolio and innovative R&D pipelinecandidates are among the greatest assets in dermatology and will strengthenStiefel Laboratories' position in the global dermatology market."
J.P. Morgan Securities Inc. is acting as exclusive financial advisor toBarrier Therapeutics, and Morgan, Lewis & Bockius, LLP is acting as BarrierTherapeutics' legal counsel in the transaction. Deutsche Bank Securities Inc.is acting as exclusive financial advisor to Stiefel Laboratories, and WillkieFarr & Gallagher LLP is acting as Stiefel Laboratories' legal counsel in thetransaction.
About Barrier Therapeutics
Barrier Therapeutics is a pharmaceutical company focused on thedevelopment and commercialization of products in the field of dermatology.Barrier Therapeutics currently markets three pharmaceutical products in theUnited States: Xolegel(R) (ketoconazole, USP) Gel, 2%, for seborrheicdermatitis; Vusion(R) (0.25% miconazole nitrate, 15% zinc oxide, 81.35% whitepetrolatum) Ointment, for diaper dermatitis complicated by documentedcandidiasis; and Solage(R) (mequinol 2.0%, tretinoin 0.01%) Topical Solution,for solar lentigines. Barrier Therapeutics has other product candidates invarious stages of clinica