Medicis makes successful bid for Graceway assets

SCOTTSDALE, Ariz.—Medicis, a specialty pharmaceuticalcompany focused on the treatment of dermatological and aesthetic conditions,has announced that it emerged as the successfully bidder at GracewayPharmaceuticals, LLC's bankruptcy auction for substantially all of Graceway'soutstanding U.S and Canadian pharmaceutical assets. Graceway filed its Chapter11 bankruptcy protection on Sept. 29, 2011. Per the terms of the bid, Mediciswill pay Graceway a purchase price of $455 million, after which it will receiveGraceway's commercial pharmaceutical product portfolio, which currentlyconsists of prescription products in several fields including dermatology,respiratory and women's health specialties, as well as certain other assets.

"We are pleased to announce this strategic acquisitionof the Graceway product portfolio, and the ability to broaden our presencewithin dermatology," Jonah Shacknai, Chairman and Chief Executive Officerof Medicis, said in a press release. "We anticipate near-term positivecash flow as we market certain newly acquired Graceway products which arecurrently approved for various dermatological and women's health conditions.Additionally, we are very pleased to be adding to our pipeline several mid- andlate-stage products with a combined annual net sales peak potential of over$500 million in the dermatology and women's health categories."

The bid gains Medicis a strong selection of products from avaried portfolio. As a result of the auction, it has gained a formulation-stagedermatology project with an applied-for patent as well as projected annual peaksales of more than $200 million; a dermatology chemical entity product in PhaseII with patent protection through 2016, a potential patent term extension of upto five years and projected peak sales of more than $200 million; and also anearer-term women's health product, which has completed Phase II and isentering Phase III, also with an applied-for patent and projected peak annualsales of more than $100 million.

Medicis will also have the opportunity to launch tworecently approved line extensions for the Zyclara franchase. Zyclara is adermatological product, and Zyclara Cream 3.75% and 2.5% are indicated for thetreatment of external genital and perianal warts, while Zyclara 3.75% is alsoindicated as a topical treatment for clinically typical visible or palpable AKof the face or balding scalp in immunocompetent adults.

Some of the other Graceway pharmaceutical products thatMedicis will acquire include the Maxair Autohaler for the prevention andreversal of bronchospasm in patients with reversible bronchospasm (includingasthma), Estrasorb for the treatment of moderate to severe vasomotor symptoms(hot flashes) related to menopause and Metrogel-Vaginal 0.75% for the treatmentof bacterial vaginosis. Also from the dermatological program, Medicis willacquire Atopiclair Nonsteroidal Cream to manage symptoms related to dermatoses(including atopic dermatitis and allergic contact dermatitis) and Aldara Creamfor the treatment of clinically typical, nonhyperkeratotic, nonhypertrophicactinic keratoses on the face or scalp; the topical treatment ofbiopsy-confirmed, primary superficial basal cell carcinoma in immunocompetentadults; and the treatment of external genital and perianal warts. Theseproducts represent annual revenues of more than $125 million.

The transaction is subject to approval by Graceway's boardand the execution of a definitive asset purchase agreement, which will includecustomary closing conditions such as clearance under the Hart-Scott-Rodino Actand approval by the bankruptcy court. Medicis expects the acquisition to beaccretive to the company in 2012 and will update its financial guidance uponthe closing of the transaction.

SOURCE: Medicis press release