PAN Communications

Andy Baron, 978-474-1900

burnsandlevinson@pancomm.com

Burns & Levinson LLP, a leading Boston law firm, today announced that Endo Pharmaceuticals Holdings Inc. completed its initial tender offer to acquire Indevus Pharmaceuticals, Inc. of Lexington, Mass., a long-term client of Burns & Levinson. This unique and complex transaction includes initial cash payments of approximately $370 million, or $4.50 per share of Indevus stock, and up to an additional approximately $267 million, or $3.00 per share, in cash payable in the future upon achievement of certain regulatory and sales milestones.

The transaction signals a departure from most deals that typically call for strict financing amid the economic downturn. Under the terms of the deal, Indevus, a specialty pharmaceutical company represented by Burns & Levinson for the past decade, agreed to be acquired by Endo Pharmaceuticals, a specialty pharmaceutical company based in Chadds Ford, Pa.

Indevus primarily engages in the acquisition, development, and commercialization of products to treat conditions in urology and endocrinology. Endo Pharmaceuticals specializes in the research, development, sale and marketing of branded and generic prescription pharmaceuticals used primarily to treat and manage pain.

Josef B. Volman, co-chairman of Burns & Levinson's Corporate, Life Sciences and Securities groups, engineered the complex deal that involved multiple law firms and financial advisors.

"We're very pleased with the terms of this deal," said Volman. "With liquid assets increasingly difficult to obtain, most of the larger deals this year will involve financing. But the significant up-front cash payment and the future contingent cash payments in this transaction show the strength of the pharmaceutical market and the inherent value of both Indevus and Endo."

Volman said the mechanics of the deal were significant and complex, namely that it included both up-front and contingent cash considerations and was effectuated through a tender offer. Tender offers, announcements stating that a company has agreed to buy from any stockholder for a pre-negotiated price as opposed to a shareholder vote, were popular in the 1980s and 1990s. However, they declined in recent years due to confusion over so-called "best- price terms."

The Securities and Exchange Commission clarified best-price terms in the fall of 2006, paving the way for the eventual return of tender offers.