Galderma Reaches Agreement to Acquire CollaGenex Pharm... (aGenex' oralrosacea therapy will be an i...)

Galderma Reaches Agreement to Acquire CollaGenex Pharmaceuticals

Date:2/25/2008

aGenex' oral rosacea therapy will be an important complement to Galderma's topical products, providing improved options that treat a condition affecting more than 14 million Americans."

Colin W. Stewart, President and Chief Executive Officer of CollaGenex, said, "Galderma was the first pharmaceutical company to develop a topical product indicated for the treatment of rosacea. Oracea, combined with the successful development of Col-118, will enable Galderma to offer physicians and patients a full suite of complementary pharmaceutical products to treat rosacea."

Mr. Stewart continued, "We are very proud of the accomplishments of the entire CollaGenex team over the past several years as we made our successful transition into dermatology and created the largest oral drug indicated for the treatment of rosacea in the U.S. We are pleased that Galderma recognizes the value that we have created, and we believe that this transaction provides compelling value for our shareholders."

The merger agreement provides for Galderma to acquire CollaGenex in a two-step transaction. The first step will consist of a cash tender offer for all outstanding shares of CollaGenex common stock at a price of $16.60 per share in cash. In the second step, the tender offer will be followed by a merger in which the holders of the outstanding shares of CollaGenex common stock not tendered in the offer will receive the same per share price paid in the tender offer, in cash. Upon completion of the merger, CollaGenex will become a wholly owned subsidiary of Galderma.

The tender offer will be conditioned upon the tender of a majority of the outstanding shares of CollaGenex common stock and will also be subject to regulatory clearances and other customary closing conditions. Certain holders of CollaGenex' Series D-1 Preferred Stock, representing 95% of the outstanding Series D-1 Preferred Stock and approximately 9% of CollaGenex' shares on a fully diluted basis, have entered in
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