Graceway Pharmaceuticals, LLC Announces Completed Acquisition Of 3M Pharmaceuticals Business And FDA Extension Of Aldara Exclusivities

CHICAGO, Jan. 2 /PRNewswire/ -- GTCR announced today that Graceway Pharmaceuticals, LLC ("Graceway") has completed the previously announced acquisition of 3M Company's pharmaceutical business in the United States, Puerto Rico, Canada and Latin America for $875 million. As part of the transaction, Graceway and 3M have entered into manufacturing agreements for the products as well as a technology access and development agreement. Graceway will be acquiring a number of leading branded pharmaceutical products in therapeutic areas including dermatology, respiratory and women's health. In connection with the acquisition, Graceway has retained the majority of 3M's experienced field sales force in North and Latin America. Estimated 2006 net revenues for the products in North and Latin America total approximately $350 million.

"We are very pleased to have completed this transaction in such a timely manner, especially in light of the U.S. Food and Drug Administration's recent grant of six-month pediatric exclusivity for Aldara," said Jefferson J. Gregory, Chairman and CEO of Graceway. Mr. Gregory continued, "This acquisition demonstrates our ability to execute our strategic goal of increasing value by delivering innovative products in attractive therapeutic specialties. We will now pursue opportunities to strengthen and enhance these established products and extend our offering of branded prescription products in these areas."

GTCR and Graceway also announced today that Chester Valley Pharmaceuticals, based in Malvern, Pennsylvania, has been fully merged into Graceway. Bob Moccia, former CEO of Chester Valley, will serve as President and COO of Graceway. "Our merger into Graceway and the acquisition from 3M adds significant depth to our existing portfolio of dermatology products and creates a presence for us in several new complementary therapeutic specialties," stated Mr. Moccia. The newly combined sales force consists of more than 190 experienced professionals in sales, managed care and medical education.

"The complementary talents and depth of experience of both the Graceway and CVP management teams will be critical to the successful execution of the Company's product strategy, which we expect to drive significant value creation," said Ned Jannotta, Jr., Managing Principal at GTCR. "We continue to see very attractive investment opportunities in the specialty pharmaceutical industry. This acquisition creates a leading company and provides a significant platform to launch new products and acquire other strategic assets," added GTCR Principal Dean Mihas.

The organization's headquarters and corporate functions, which include finance, business development, regulatory, information technologies, human resources, legal, and technical operations, are based in Bristol, Tennessee. Sales, marketing and product development initiatives are based in Malvern, Pennsylvania.

Legal counsel for the transaction included Kirkland & Ellis LLP advising GTCR and Hogan & Hartson LLP and Edwards Angell Palmer & Dodge LLP advising Graceway. Citigroup and Banc of America Securities LLC served as financial advisors to GTCR and Graceway. Banc of America Securities LLC and Goldman Sachs Credit Partners L.P. served as Joint Lead Arrangers and Joint Book Managers and Deutsche Bank Securities Inc. served as Joint Lead Arranger in connection with the debt financing raised in support of the acquisition.

About Graceway Pharmaceuticals, LLC

Graceway Pharmaceuticals, LLC ("Graceway"), headquartered in Bristol, Tennessee, is a pharmaceutical company focused on acquiring, in-licensing, and developing branded prescription pharmaceutical products. Current prescription products marketed by Graceway include Aldara, Atopiclair, Benziq, Maxair, Metrogel-Vaginal, Minitran, and Tambocor.

Aldara, Benziq, Maxair, Metrogel-Vaginal, Tambocor, and Minitran are trademarks of Graceway. Atopiclair is a licensed trademark from Sinclair Pharma plc.

About GTCR

Founded in 1980, GTCR Golder Rauner, LLC is a leading private equity investment firm and long-term strategic partner for outstanding management teams. The Chicago-based firm pioneered the investment strategy of identifying and partnering with exceptional executives to acquire and build companies through a combination of acquisitions and strong internal growth. GTCR currently manages more than $8 billion of equity capital invested in a wide range of companies and industries. More information about GTCR can be found at .

Source: GTCR

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