FOR IMMEDIATE RELEASE
MEDICIS CONTACT: BioMarin CONTACT:
- --------------- ----------------
Kara Stancell, Investor Relations & Joshua A. Grass, Director,
Corporate Communications, (602) 808-3854 Business Development and Finance
Relations, (415) 506-6777, or
Susan Ferris, Manager, Corporate
Communications, (415) 506-6701
MEDICIS AND BIOMARIN REACH SETTLEMENT
SCOTTSDALE, Arizona and NOVATO, California--January 12, 2005--Medicis (NYSE:MRX)
and BioMarin Pharmaceutical Inc. ("BioMarin) (Nasdaq and SWX: BMRN) today
announced that they have entered into amendments to the Securities Purchase
Agreement and License Agreement entered into on May 18, 2004, a Convertible
Promissory Note ("Convertible Note") and a Settlement and Mutual Release
Agreement (collectively the "Agreements").
Under the terms of the Agreements, transaction payments from BioMarin to Medicis
previously totaling $175 million will be reduced to $159 million. Beginning with
license payments relating to Orapred to be made by BioMarin after July 2005,
license payments totaling $93 million will be reduced pro rata to $88.4 million.
Consideration to be received by Medicis from BioMarin in 2009 for the option
relating to the purchase of all outstanding shares of Ascent Pediatrics will be
reduced from $82 million to $70.6 million. Medicis will take full financial
responsibility for contingent payments due to former Ascent Pediatric
shareholders without the $5 million offset payment that would have been paid by
BioMarin to Medicis after July 1, 2005. Contingent payments are due to former
Ascent Pediatric shareholders from Medicis only if revenue from Ascent Pediatric
products exceeds certain thresholds. The Agreements will not require adjustment
to the previously disclosed Medicis fiscal 2005 financial guidance.
Additionally, Medicis will make available to BioMarin a Convertible Note up to
$25 million beginning July 1, 2005 based on certain terms and conditions
including a change of control provision. Money advanced under the Convertible
Note is convertible into BioMarin shares at a strike price equal to BioMarin
average closing price for the 20 trading days prior to such advance. The
Convertible Note matures on the option purchase date in 2009 as defined in the
Security Purchase Agreement but may be repaid by BioMarin at any time prior to
the option purchase date. In conjunction with the Agreements, BioMarin and
Medicis have entered into a settlement and Mutual Release Agreement to forever
discharge each other from any and all claims, demands, damages, debts,
liabilities, actions and causes of action relating to the transaction
consummated by the parties other than certain continuing obligations in
accordance with the terms of the parties' agreements.
About BioMarin
Headquartered in Novato, California, BioMarin develops innovative
biopharmaceutical products and commercializes therapeutics for serious diseases.
For additional information about BioMarin, please visit the Company's website at
www.bmrn.com.
(more)
About Medicis
Medicis is the leading independent specialty pharmaceutical company in the
United States focusing primarily on the treatment of dermatological and
podiatric conditions and aesthetics medicine. The Company is dedicated to
helping patients attain a healthy and youthful appearance and self-image.
Medicis has leading branded prescription products in a number of therapeutic
categories, including acne, eczema, fungal infections, psoriasis, rosacea,
seborrheic dermatitis and skin and skin-structure infections. The Company's
products have earned wide acceptance by both physicians and patients due to
their clinical effectiveness, high quality and cosmetic elegance.
The Company's products include the prescription brands RESTYLANE(R), DYNACIN(R)
(minocycline HCl), LOPROX(R) (ciclopirox), OMNICEF(R) (cefdinir), PLEXION(R)
(sodium sulfacetamide/sulfur), TRIAZ(R) (benzoyl peroxide), LIDEX(R)
(fluocinonide), and SYNALAR(R) (fluocinolone acetonide), the over-the-counter
brand ESOTERICA(R), and BUPHENYL(R) (sodium phenylbutyrate), a prescription
product indicated in the treatment of Urea Cycle Disorder. For more information
about Medicis, please visit the website at www.medicis.com.
Except for historical information, this press release includes "forward-looking
statements" within the meaning of the Securities Litigation Reform Act. All
statements included in this press release that address activities, events or
developments that Medicis or BioMarin expects, believes or anticipates will or
may occur in the future are forward-looking statements. This includes earnings
estimates, future financial performance and other matters. These statements are
based on certain assumptions made by Medicis and BioMarin based on their
respective experience and perception of historical trends, current conditions,
expected future developments and other factors it believes are appropriate in
the circumstances. Such statements are subject to a number of assumptions, risks
and uncertainties, many of which are beyond the control of Medicis and BioMarin.
Any such projections or statements include the current views of Medicis and
BioMarin with respect to future events and financial performance. No assurances
can be given, however, that these events will occur or that such results will be
achieved. Medicis cannot validate its assumptions of the full impact on its
business of the approval of competitive generic versions of its core brands,
including DYNACIN(R) Tablets and/or LOPROX(R), or any future competitive product
approvals that may affect its brands. Also, there are a number of additional
important factors that could cause actual results to differ materially from
those projected, including the anticipated size of the markets for each company,
the availability of product supply for each company, the receipt of required
regulatory approvals applicable for each company, the risks and uncertainties
normally incident to the pharmaceutical industry, dependence on sales of key
products, the uncertainty of future financial results and fluctuations in
operating results, dependence on Medicis' strategy including the uncertainty of
license payments and/or other payments due from third parties, the timing and
success of new product development by Medicis or third parties, product
introductions, the risks of pending or future litigation, and other risks
described from time to time in each company's SEC filings including their Annual
Reports on Form 10-K. Forward-looking statements represent the judgment of
Medicis' and BioMarin's management as of the date of this release, and Medicis
and BioMarin disclaim any intent or obligation to update any forward-looking
statements.
NOTE: Full prescribing information for any Medicis prescription product is
available by contacting the Company. OMNICEF(R) is a registered trademark of
Abbott Laboratories, Inc. under a license from Fujisawa Pharmaceutical Co., Ltd.
RESTYLANE(R) is a registered trademark of HA North American Sales AB, a
subsidiary of Medicis Pharmaceutical Corporation. ORAPRED(R) is a registered
trademark of Medicis Pediatrics, Inc. All other marks (or brands) and names are
the property of Medicis or its Affiliates.
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