Exhibit 99.1
FOR IMMEDIATE RELEASE:
CONTACT:
Anthony Griffo
Investor Relations
Bradley Pharmaceuticals, Inc.
973-882-1505, EXT. 313
BRADLEY PHARMACEUTICALS ANNOUNCES
DEFINITIVE MERGER AGREEMENT WITH NYCOMED
FOR $20 PER SHARE IN CASH
Fairfield, NJ. - October 30, 2007 - Bradley Pharmaceuticals, Inc. (NYSE: BDY)
announced today that it has entered into a definitive merger agreement with
Nycomed US Inc., a subsidiary of Nycomed S.C.A., SICAR, pursuant to which all
outstanding shares of the Company will be converted into $20.00 per share in
cash, which represents a premium of 25% over the closing price of $16.00 on
October 29, 2007. The transaction implies a fully diluted equity value for
Bradley of approximately $346 million.
On May 29, 2007, Bradley's Board of Directors announced that it had formed a
special committee of independent directors to consider the Company's strategic
alternatives, including responding to a proposal from Daniel Glassman, founder,
director, President and CEO of the Company and the holder of nearly all of the
Company's Class B common stock, to acquire all of the outstanding shares of
Bradley.
Since May 29th, the Special Committee, advised by independent financial and
legal advisors, engaged in an extensive auction process. Based on the
recommendation of the Special Committee, the Board of Directors of Bradley
approved the merger agreement and recommended that Bradley's stockholders vote
in favor of the merger agreement. Mr. Glassman, also a director, did not
participate in the Board's consideration and approval of the merger agreement.
The transaction is conditioned on receipt of approval by holders of a majority
of the outstanding shares of Bradley's common stock and Class B common stock,
voting together as one class. The transaction is also subject to certain
regulatory approvals and other customary closing conditions. There is no
financing condition, and the obligations of Nycomed US are guaranteed by Nycomed
S.C.A., SICAR. The transaction is expected to be completed in the first quarter
of 2008.
Deutsche Bank Securities Inc. acted as financial advisor to the Special
Committee. Morgan Stanley acted as financial advisor to Nycomed.
Seth W. Hamot, non-Executive Chairman of the Board of Bradley, said: "We are
pleased that Nycomed will acquire Bradley. The auction process was thorough and
our board believes that this transaction is in the best interests of our
stockholders."
Hakan Bjorklund, Chief Executive Officer of Nycomed, said: "The acquisition of
Bradley provides us with a unique opportunity to strengthen our dermatology
expertise in the US with successful products and capabilities that match ours
perfectly. The acquisition enables us to gain critical mass in the dermatology
market and provides significant momentum for further add-on investments."
Paul McGarty, Chief Executive Officer of Nycomed US, added: "This brings
together the strengths of both companies with the objective of creating a
leading specialty pharmaceutical player in dermatology."
This press release is not a solicitation of a proxy, an offer to purchase nor a
solicitation of an offer to sell shares of Bradley Pharmaceuticals, Inc., and it
is not a substitute for any proxy statement or other filings that
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may be made with the Securities and Exchange Commission (the "SEC") with respect
to the transaction. When such documents are filed with the SEC, investors will
be urged to thoroughly review and consider them because they will contain
important information. Any such documents, once filed, will be available free of
charge at the SEC's website (www.sec.gov) and from the Company and its website
(www.bradpharm.com).
The Company and its directors, executive officers and other members of its
management may be deemed to be soliciting proxies from the Company's
stockholders in favor of the merger. Investors and stockholders may obtain more
detailed information regarding the direct and indirect interests in the merger
of persons who may, under the rules of the SEC, be considered participants in
the solicitation of the Company's stockholders in connection with the merger by
reading the preliminary and definitive proxy statements regarding the merger,
which will be filed with the SEC. Information about the Company's directors and
executive officers may be found in the Company's definitive proxy statement
filed with the SEC on May 17, 2007. These documents will be available free of
charge once available at the SEC's web site at www.sec.gov or by directing a
request to the Company.
About Bradley Pharmaceuticals, Inc.
Bradley Pharmaceuticals, Inc. was founded in 1985 as a specialty pharmaceutical
company and markets to niche physician specialties in the U.S. and international
markets. Bradley's success is based upon its core strengths in marketing and
sales, which enable the company to Commercialize brands that fill unmet patient
and physician needs; Develop new products through life cycle management; and
In-License phase II and phase III drugs with long-term intellectual property
protection that upon approval leverage Bradley's marketing and sales expertise
to increase shareholder value. Bradley Pharmaceuticals is comprised of Doak
Dermatologics, specializing in therapies for dermatology and podiatry; Kenwood
Therapeutics, providing gastroenterology, OBGYN, respiratory and other internal
medicine brands; and A. Aarons, which markets authorized generic versions of
Doak and Kenwood therapies.
About Nycomed
Nycomed is a pharmaceutical company that provides medicines for hospitals,
specialists and general practitioners, as well as over-the-counter medicines in
selected markets. The company is active within a range of therapeutic areas,
including cardiology, gastroenterology, osteoporosis, respiratory, pain and
tissue management. New products are sourced both from own research and from
external partners. Operating throughout Europe and in fast-growing markets such
as Latin America, Russia/CIS and the Asia-Pacific region Nycomed has a presence
in about 50 markets worldwide. Privately owned, the combined group had annual
sales of approximately (euro)3.4 billion and an EBITDA of (euro)933.4 million
(2006 results).
For more information on Nycomed, visit www.nycomed.com
About Nycomed US
Nycomed US Inc. (formerly Altana Inc) is a subsidiary of Nycomed, which operates
three divisions in the US focused on specialty pharmaceuticals in dermatology.
Founded in 1849, Fougera is the largest of the three divisions and is a leading
manufacturer and distributor of a wide range of multi-source topical steroids,
antibiotics and antifungal products. The PharmaDerm division of Nycomed is
dedicated to bringing innovative products to the dermatologists so they can best
care for their patients. Nycomed US also markets and sells Savage Laboratories
products, which focus on emergency care.
For more information on Nycomed US, visit
www.fougera.com
www.pharmaderm.com
www.savagelabs.com
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Safe Harbor for Forward-Looking Statements -
This release contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. Forward-looking statements
include statements that address activities, events or developments that Bradley
expects, believes or anticipates will or may occur in the future.
Forward-looking statements are subject to numerous risks and uncertainties,
including the inability to satisfy the conditions to the merger transaction,
many of which are beyond Bradley's control. Actual results may differ materially
from those projected. These risks and uncertainties include those described from
time to time in Bradley's SEC filings, including its Annual Report on Form 10-K
and its most recent Quarterly Report on Form 10-Q. Except as required by law,
Bradley undertakes no obligation to publicly update any forward-looking
statement in this press release, including any information related to the
special committee and its work, whether as a result of new information, future
events or otherwise.