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News Release
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Media Contact: Denise Ulrich
Stiefel Laboratories, Inc.
dulrich@stiefel.com
678-765-4104 (office)
770-656-9338 (cell phone)
Connetics Corporation Announces Holders' Right to Require the Repurchase of
2.00% Convertible Senior Notes Due 2015
Palo Alto, California - January 10, 2007 - Connetics Corporation, a wholly owned
subsidiary of Stiefel Laboratories, Inc., announced today that it has given
notice to holders of its outstanding 2.00% Convertible Senior Notes due March
2015 of such holders' right to require Connetics to repurchase any and all of
the outstanding Notes. The indenture governing the Notes requires Connetics to
give such notice as a result of the merger of Clear Acquisition Sub, Inc., a
wholly owned subsidiary of Stiefel, with and into Connetics, with Connetics
surviving as a wholly owned subsidiary of Stiefel.
Holders of the Notes can require Connetics to repurchase the Notes for cash at a
repurchase price, per $1,000 principal amount, equal to 100% of the principal
amount, together with accrued and unpaid cash interest to, but excluding
February 12, 2007.
Holders will have until 5:00 p.m., Eastern Time, on February 8, 2007 to elect to
require Connetics to repurchase their Notes. Holders of the Notes may withdraw
their election prior to 5:00 p.m., Eastern Time, on February 9, 2007. As
required by the indentures governing the Notes, Connetics will repurchase all
Notes properly submitted. All Notes repurchased will be retired upon purchase.
The Notes may be submitted for repurchase only in accordance with the notice
that has been distributed to the noteholders. Noteholders may obtain such
notices through the paying agent, The Bank of New York Trust Company, N.A., 101
Barclay Street - 7 East, New York, NY 10286, telephone number: (212) 815-3738.
To the extent that noteholders do not exercise their right to require Connetics
to repurchase the Notes, the holders of the Notes will be entitled to convert
the Notes, by surrendering them to the offices of the indenture trustee, solely
into $493.45, which is the consideration the noteholders would have received if
they had converted their Notes into shares of Connetics common stock immediately
prior to the merger.
This announcement is neither an offer to sell nor a solicitation of an offer to
buy any securities and shall not constitute an offer, solicitation or sale in
any jurisdiction in which such offer, solicitation or sale is unlawful.
HOLDERS OF CONNETICS' OUTSTANDING 2.00% CONVERTIBLE SENIOR NOTES DUE 2015 AND
OTHER INTERESTED PARTIES ARE URGED TO READ CONNETICS CORPORATION'S NOTICE TO THE
NOTEHOLDERS, THE INDENTURE RELATED TO THE NOTES AND OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT CONNETICS
CORPORATION AND THE RIGHT TO REQUIRE CONNETICS TO REPURCHASE THE NOTES.
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Materials filed with the SEC will be available electronically without charge at
the SEC's website, www.sec.gov. Documents filed with the SEC may be obtained
without charge by directing a request to Connetics Corporation's corporate
secretary at: Connetics Corporation, 3160 Porter Drive, Palo Alto, CA 94304.
THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A TENDER OFFER
FOR THE NOTES. THE RIGHT TO REQUIRE REPURCHASE CAN ONLY BE ELECTED PURSUANT TO
THE NOTICE THAT HAS BEEN MAILED TO THE NOTEHOLDERS, THE INDENTURE RELATED TO THE
NOTES AND OTHER RELATED DOCUMENTS.
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