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Aptalis Pharmaceutical Technologies Commences Tender Offer for Its 12 3/4% Senior Notes Due 2016 and Solicitation of Consents



4/5/2012 8:08:52 AM

BRIDGEWATER, NJ--(Marketwire - April 05, 2012) -

Aptalis Pharma Inc. (the "Company") today announced that it has commenced a cash tender offer for any and all of its outstanding 12 3/4% Senior Notes due 2016 (CUSIP No. 05454RAG5) (the "Notes"), as well as a solicitation of consents to amend the Senior Notes Indenture dated as of May 6, 2008, among the Company, the guarantors party thereto and The Bank of New York, as trustee (the "Indenture") (the tender offer and the consent solicitation together, the "Offer").

The terms of the Offer are described in the Offer to Purchase and Consent Solicitation Statement dated April 4, 2012 (the "Offer to Purchase") and a related Consent and Letter of Transmittal (the "Letter of Transmittal"), which are being sent to holders of the Notes ("Holders"). Subject to applicable law, the company may amend, extend, waive conditions to or terminate the Offer.

In order to be eligible to receive the "Consent Payment," Holders must properly tender (and not withdraw) their Notes and deliver (and not revoke) their consents to the proposed amendments to the Indenture prior to 5:00 p.m., New York City time, on April 17, 2012, unless extended (the "Consent Deadline"). The Consent Payment will equal $30.00 per $1,000 principal amount of Notes tendered and accepted for payment. Holders must properly tender (and not withdraw) their Notes prior to 12:00 midnight, New York City time, on May 1, 2012, unless extended (the "Expiration Date") in order to receive the "Tender Offer Consideration." The Tender Offer Consideration will equal $1,041.25 per $1,000 principal amount of Notes tendered and accepted for payment, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date for the Notes. Holders tendering Notes prior to the Consent Deadline will be eligible to receive the Consent Payment. Holders tendering Notes after the Consent Deadline, but prior to the Expiration Date, will be eligible to receive the Tender Offer Consideration only. Tendered Notes may be withdrawn and the consents delivered therewith may be revoked in accordance with the terms of the Offer prior to 5:00 p.m., New York City time, on April 17, 2012, unless extended (the "Withdrawal Deadline"), but not thereafter, other than as required by applicable law, unless such Withdrawal Deadline is extended. Each tendering Holder of Notes will be deemed to have consented to the proposed amendments to the Indenture. Holders cannot consent to the proposed amendments without validly tendering their Notes.

The following table summarizes the material pricing terms for the Consent Payment, Tender Offer Consideration and Total Consideration, respectively, for each $1,000 principal amount of Notes.

              Outstanding                                                   
               Principal     Title of   Tender Offer  Consent      Total    
 CUSIP No.      Amount       Security  Consideration  Payment  Consideration
----------- --------------- ---------- ------------- --------- -------------
 05454RAG5    $195,000,000    12 3/4%    $1,041.25     $30.00    $1,071.25  
                              Senior                                        
                             Notes due                                      
                               2016                                         

The Offer is subject to certain conditions that are set forth in the Offer to Purchase, among them the "Financing Condition" and the "Supplemental Indenture Condition." Satisfaction of the Financing Condition assumes that the Company will complete the amendment of its senior secured credit facility, which, as previously reported, will, among other things, add a new tranche of term loans (the "Financing Transaction"). The Company anticipates that net proceeds from the Financing Transaction, when combined with other cash on hand, if necessary, will be sufficient to allow it to accept for purchase or to redeem all outstanding Notes. However, there can be no assurance that the Company will consummate the Financing Transaction or that such Financing Transaction will produce sufficient proceeds to satisfy the Financing Condition. Satisfaction of the Supplemental Indenture Condition requires delivery of consents to the proposed amendments to the Indenture of Holders representing at least a majority of the outstanding principal amount of the Notes. The amendments to the Indenture would eliminate from the Indenture substantially all of the restrictive covenants and certain events of default and related provisions therein.

The Company has engaged BofA Merrill Lynch as the exclusive dealer manager and solicitation agent for the Offer. Persons with questions regarding the Offer should contact BofA Merrill Lynch at (888) 292-0070 (toll-free) or (980) 387-3907 (collect). Requests for copies of the Offer to Purchase, Letter of Transmittal or other Offer materials may be directed to D. F. King & Co., Inc., the information agent and tender agent, at (800) 488-8095 (toll-free) or (212) 269-5550 (banks and brokers).

This press release is not an offer to purchase any Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities, "blue sky" or other laws. No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained or incorporated by reference in the Offer to Purchase. We take no responsibility for, and can provide no assurance as to, the reliability of any other information that other persons may give you. The Offer is made only by, and pursuant to the terms of, the Offer to Purchase, and the information in this press release is qualified by reference to the Offer to Purchase and the Letter of Transmittal. Neither the Company nor any of its representatives or agents makes any recommendation in connection with the Offer.

About Aptalis
Aptalis Pharma® Inc. is a privately held, leading specialty pharmaceutical company providing innovative, effective therapies for unmet medical needs, including cystic fibrosis and gastrointestinal disorders. Aptalis has manufacturing and commercial operations in the United States, the European Union and Canada, and its products include ZENPEP®, CANASA®, CARAFATE®, PYLERA®, LACTEOL®, DELURSAN®, PANZYTRAT®, RECTIV® and SALOFALK®. Aptalis also formulates and clinically develops enhanced pharmaceutical and biopharmaceutical products for itself and others using its proprietary technology platforms, including bioavailability enhancement of poorly soluble drugs, custom release profiles and taste-masking/orally disintegrating tablet (ODT) formulations. For more information, visit www.aptalispharma.com.

Forward-Looking Statements
This release contains forward-looking statements within the meaning of the U.S. federal securities laws. Forward-looking statements include statements related to the Company's plans to enter into a senior secured credit facility and those which express plan, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. The words "expects," "potentially," "anticipates," "could," "calls for," "seek" and similar expressions also identify forward-looking statements. These statements are based upon Aptalis' current expectations and are subject to risks and uncertainties which could cause actual results and developments to differ materially from those expressed or implied in such statements. Factors that could affect actual results and developments include the Company's financial results, other developments in the Company's business, conditions in the debt markets and market conditions generally, the ability to close the funding facility and any other risks set forth in Aptalis' filings with the SEC, including Aptalis Pharma Inc.'s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, in each case together with all amendments thereto. Investors should evaluate any statement in light of these important factors. Forward-looking statements contained in this press release are made as of this date, and, other than as required by applicable law, Aptalis undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. Actual events could differ materially from those anticipated in the forward-looking statements.


FOR FURTHER INFORMATION PLEASE CONTACT:

Steve Gannon
Senior Vice President, Chief Financial Officer and Treasurer
Aptalis Pharma
(450) 467-5138

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