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]
Statement by the Board of Directors of Q-Med in relation to the public takeover offer by Galderma
| Source: Q-Med AB