Stiefel Laboratories, Inc. to Initiate Tender Offer for All Shares of Common Stock of Barrier Therapeutics, Inc. At a Price of $4.15 Per Share in Cash
PRINCETON, N.J., June 23, 2008 (PRIME NEWSWIRE) -- Barrier Therapeutics, Inc. ("Barrier Therapeutics") (Nasdaq:BTRX), a pharmaceutical company that develops and markets dermatology products, today announced that it has signed a definitive merger agreement with Stiefel Laboratories, Inc. ("Stiefel Laboratories"), the world's largest independent pharmaceutical company specializing in dermatology. Under the agreement, Stiefel Laboratories will purchase all of the outstanding shares of Barrier Therapeutics at a price of $4.15 per share in cash, representing a 73% premium to Barrier Therapeutics' average closing price for the past 30 days. The transaction, valued at approximately $148 million, is subject to the valid tender of a majority of Barrier Therapeutics' fully diluted common stock, regulatory approvals and other customary conditions, but is not subject to any financing conditions. The parties expect the transaction to close by the end of the third quarter of 2008.
Barrier Therapeutics' Board of Directors has approved the definitive merger agreement and the transactions contemplated thereby and has resolved to recommend that Barrier Therapeutics' stockholders tender their shares in connection with the tender offer contemplated by the definitive merger agreement.
"We are very proud of the accomplishments of the entire Barrier Therapeutics team since we were founded in 2002, and we are pleased that Stiefel Laboratories recognizes the value that we have created," said Al Altomari, Chief Executive Officer of Barrier Therapeutics. "We believe this transaction provides substantial value to our stockholders. We believe Barrier Therapeutics' product portfolio and innovative R&D pipeline candidates are among the greatest assets in dermatology and will strengthen Stiefel Laboratories' position in the global dermatology market."
Charles W. Stiefel, Chairman and Chief Executive Officer of Stiefel Laboratories said, "We are very impressed with Barrier's products and unique pipeline of clinical candidates, which will significantly enhance Stiefel Laboratories' therapeutic product portfolio and pipeline for major disease categories across the field of dermatology."
The merger agreement provides for Stiefel Laboratories to acquire Barrier Therapeutics in a two-step transaction. The first step will consist of a cash tender offer for all outstanding shares of Barrier Therapeutics common stock at a price of $4.15 per share in cash. In the second step, the tender offer will be followed by a merger in which any untendered outstanding shares of Barrier Therapeutics common stock would be converted into the right to receive the same cash price per share paid in the tender offer.
J.P. Morgan Securities Inc. is acting as exclusive financial advisor to Barrier Therapeutics, and Morgan, Lewis & Bockius, LLP is acting as Barrier Therapeutics' legal counsel in the transaction. Deutsche Bank Securities Inc. is acting as financial adviser to Stiefel Laboratories, and Willkie Farr & Gallagher LLP is acting as Stiefel Laboratories' legal counsel in the transaction.
About Stiefel Laboratories
Founded in 1847, Stiefel Laboratories (a privately held company) is the world's largest independent pharmaceutical company specializing in dermatology. The company manufactures and markets a variety of prescription and non-prescription dermatological products.
