Sun Pharmaceutical acquires DUSA, gains dermatology platform

WILMINGTON, Mass.—Specialty pharmaceutical company SunPharmaceutical Industries Ltd. and DUSA Pharmaceuticals, Inc., a pharmaceuticalcompany specializing in dermatology, have announced the signing of a definitiveagreement under which Sun Pharma, Sun Pharmaceutical Industries' fully ownedsubsidiary, will acquire DUSA.

Per the agreement, Sun Pharma will commence a tender offerfor all outstanding shares of common DUSA stock for $8 per share in cash, foran aggregate total of approximately $230 million. The transaction pricerepresents a 38-percent premium over the closing price of DUSA's stock on Nov.7, the day before the agreement was announced. Both companies' boards ofdirectors have unanimously approved the transaction, and DUSA's board of directorshas also recommended that the company's shareholders tender their shares to thetender offer.

"We believe this transaction brings significant value toDUSA shareholders and are pleased that Sun Pharma recognized the value that hasbeen created," Robert Doman, president and CEO of DUSA, said in a press releaseregarding the transaction. "The entire team at DUSA has built an excellentfranchise around Levulan PDT and continues to grow its presence in thedermatology space. We are confident that Sun Pharma will build upon the solidfoundation our organization has established in the United States dermatologymarket to further expand access to Levulan for patients with actinickerotoses."

DUSA is a market leader in photodynamic therapy (PDT). Thecompany's Levulan PDT is a patented technology platform that, when delivered tothe targeted tissues, "is taken up and converted by fast growing cells intoprotoporphyrin IX (PpIX), a potent photosensitizer, which is then activated bythe BLU-U Blue Light Photodynamic Therapy Illuminator," DUSA notes on itswebsite. The Levulan combination therapy has received U.S. Food and DrugAdministration (FDA) approval for the treatment of hyperkeratotic actinickeratoses of the face or scalp. In addition, the company's BLU-U treatment hasalso received FDA approval for the treatment of moderate inflammatory acnevulgaris and general dermatological conditions.

"DUSA has proven technical capabilities in photodynamicskin treatments, with U.S. FDA-approved manufacturing," Dilip Shanghvi,managing director of Sun Pharmaceuticals, said in a statement about the deal."DUSA's business brings us an entry into dermatological treatment devices,where we see good growth opportunities."

In 2009, DUSA reported total revenues of $29.8 million forthe full year, with domestic revenues from Levulan posting a 23-percentincrease. For Sept. 2010, the company's trailing twelve months total revenueswere $34.2 million. The company currently has 86 employees. No details werereleased as to Sun Pharma's plans for DUSA's employees or Wilmington,Mass.-based facility.

The transaction is subject to certain conditions, includingthe tender of a majority number of DUSA's total outstanding shares, theexpiration of the waiting period under the Hart-Scott-Rodino AntitrustImprovements Act and other customary closing conditions. Once the tender offeris completed, Sun Pharma will acquire all remaining shares at $8 per sharethrough a second-step merger.

DUSA brought on Leerink Swann LLC as its exclusive financialadvisor for the transaction, while Reed Smith LLP was brought on as its legaladvisor.

SOURCE: DUSA press release