USL Pharma International U.K. Ltd., a wholly-owned subsidiary of Upsher-Smith Laboratories, Inc., said Wednesday it has agreed a recommended offer for European biotechnology company Proximagen Group PLC which values the company at 223.0 million British pounds ($346.7 million), excluding contingent value rights, or CVRs. MAIN FACTS: -Accepting Proximagen shareholders will receive 320 pence in cash; and up to a further 192 pence in either cash or Loan Notes by way of a CVR for each share held. -Acquisition, including the CVRs, values Proximagen's fully diluted share capital at up to GBP356.8 million ($554.7 million).