Statement by the Board of Directors of Q-Med in relation to the public takeover offer by Galderma


The Board of Directors of Q-Med unanimously recommends the shareholders of Q-Med
to accept the public takeover offer by Galderma

Background

This statement is made by the Board of Directors (the "Board") of Q-Med AB
(publ) ("Q-Med" or the "Company") pursuant to section II.19 of the rules
concerning public takeover offers on the stock market adopted by NASDAQ OMX
Stockholm (the "Takeover Rules").

Galderma   Holding   AB,   a  company  wholly-owned  by  Galderma  Pharma  S.A.,
("Galderma")  has today, on 13 December  2010, announced a public takeover offer
to  the shareholders of Q-Med to tender all of their shares in Q-Med to Galderma
(the "Offer"). The shareholders in Q-Med, other than the main shareholder Lyftet
Holding B.V., are offered a cash payment of SEK 75.00 per share in Q-Med.

Lyftet   Holding  B.V.,  a  company  represented  by  Bengt  Ågerup,  that  owns
approximately  47.5 per  cent  of  the  shares  and  votes in Q-Med, has made an
irrevocable and unconditional undertaking to accept the Offer against an initial
cash  payment of SEK 58.94 per share  and potentially subsequent additional cash
payments  of up to SEK 16.02 per share if certain financial and business related
milestones  that Galderma has set out for  the development of Q-Med are reached.
The  highest  total  consideration  that  Lyftet  Holding  B.V. may receive does
consequently not exceed SEK 74.96 per share.

In  view of the aforementioned undertaking  from Lyftet Holding B.V. to Galderma
to  accept the Offer, Bengt Ågerup has  not participated in the Board's dealings
with matters relating to the Offer.

The  acceptance period is expected to commence on or about 4 January 2011 and to
end  on or about 25 January 2011. The  Offer is, among other things, conditional
upon Galderma becoming the owner of more than 90 per cent of the shares in Q-Med
and  that Q-Med's  business partner  Medicis Pharmaceutical Corporation provides
its  prior  written  unconditional  consent.  The  Offer is not conditional upon
financing.

The Board has, at the request of Galderma, allowed Galderma to conduct a limited
confirmatory due diligence investigation prior to the announcement of the Offer.
Galderma  has not  received any  non-public price-sensitive  information through
such due diligence investigation.

For more information on the Offer, reference is made to Galderma's press release
that was made public today.

The  Board has been advised by Nordea Corporate Finance as financial adviser and
Mannheimer Swartling Advokatbyrå as legal adviser in connection with the Offer.


Q-Med AB is a medical device company that develops, manufactures, markets, and
sells high quality medical implants for esthetic and medical use. The majority
of the products are based on the company's patented technology, NASHA(TM), for
the production of stabilized non-animal hyaluronic acid. The product portfolio
today contains: Restylane® for filling lines and folds, contouring and creating
volume in the face, Macrolane(TM) for body contouring, Durolane(TM) for the
treatment of osteoarthritis of the hip and knee joints, Deflux® for the
treatment of vesicoureteral reflux, VUR, (a malformation of the urinary bladder)
in children, and Solesta® for the treatment of fecal incontinence. Sales are
made through the company's own subsidiaries or distributors in over 70
countries. Q‑Med today has about 650 coworkers, with almost 400 at the company's
head office and production facility in Uppsala, Sweden. Q-Med AB is listed in
the Mid Cap segment of the NASDAQ OMX Nordic.


Q-Med AB (publ), Seminariegatan 21, SE-752 28 Uppsala, Sweden. Corporate
identity number 556258-6882.
Tel: +46 18 474 90 00. Fax: +46 18 474 90 01. E-mail:info@q-med.com Web: www.q-
med.com


The Board's recommendation

The  Board has based  its opinion on  the Offer on  an assessment of a number of
factors  that the  Board has  deemed relevant  for an  evaluation of  the Offer,
including   without  limitation  assumptions  regarding  the  Company's  present
position  as well as the expected future  development of the Company and thereto
related possibilities and risks.

The  Board's  assessment  is  further  based  on  a fairness opinion from Nordea
Corporate  Finance to the Board, stating that in the opinion of Nordea Corporate
Finance,  and subject to  the assumptions and  qualifications as set  out in the
opinion,  the consideration in the Offer is  fair from a financial point of view
for  the shareholders in Q-Med.  The fairness opinion is  attached to this press
release.

Under  the Takeover Rules, the Board must  also, based on the statements made by
Galderma  in connection with the announcement of the Offer, set out its views on
the  impact  the  implementation  of  the  Offer  will have on Q-Med, especially
employment, and its views on Galderma's strategic plans for Q-Med and the impact
these could be expected to have on employment and on Q-Med's business locations.
In this respect, the Board notes that Galderma states that Q-Med has a broad and
talented  group of employees, with state-of the art manufacturing operations and
a world-leading research & development organisation that would become Galderma's
center-of-excellence for the field of corrective and esthetic dermatology and be
able  to  fulfil  Galderma's  near-term  and long-term strategic needs. Galderma
places  great value  on the  work made  by Q-Med's  management and employees and
believes  that they will continue to play an important role in the success of Q-
Med.  Galderma also states that it expects  that the acquisition of Q-Med in the
long-term  will  create  growth  and  have  a  positive  impact on the Company's
employees,  customers  and  other  stakeholders.  Moreover,  Galderma  does  not
anticipate  any  material  effects  of  the  implementation of the Offer for the
Company's  employees, including  employment conditions  and employment levels at
locations  where the Company currently conducts business. There are according to
Galderma  no plans to  significantly alter Q-Med's  existing strategy. The Board
assumes that this statement is correct and has in relevant respects no reason to
have a different view.

On  this basis, the Board unanimously  recommends Q-Med's shareholders to accept
the Offer.

This  statement shall in all respects be governed by and construed in accordance
with  substantive Swedish  law. Disputes  arising from  this statement  shall be
settled exclusively by Swedish courts.

Uppsala 13 December, 2010
Q-Med AB (publ)
The Board of Directors

Press conference

A  press conference  in English  in respect  of the  Offer will be held today at
10.00 (CET) at Roschier Advokatbyrå, Blasieholmsgatan 4 A, Stockholm.


For further information please contact:

Anders Milton, Chairman of the Bid Committee[1] as well as director of the Board
Tel: +46 (0)70-526 46 02


Q-Med  provides the  information in  this press  release in  accordance with the
Securities  Market  Act  and/or  the  Financial  Instruments  Trading  Act.  The
information was submitted for publication at 07.30 (CET) on 13 December 2010.

[1]  The Bid Committee, which has been established by the Board, consists of the
directors of the Board Anders Milton, Bertil Hult and Ulf Mattsson.


[HUG#1471577]

Anhänge

Press release PDF.pdf Q-Med Fairness opinion Nordea Corporate Finance 12 December 2010.pdf