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Advent and Avista to acquire KU for $1.525 bln

Advent International and Avista Capital Partners have agreed to buy Kremers Urban Pharmaceuticals for $1.525 billion. The transaction is expected to be completed by the first quarter of 2015. Credit Suisse Securities, Morgan Stanley, Goldman Sachs and Jefferies are providing the financing for the transaction as well as serving as financial advisors to Advent and Avista. Also, Avista’s Brian Markison has been named president and CEO of KU. He is succeeding George Stevenson, who is leaving KU to pursue other interests. KU is UCB’s generic subsidiary in the U.S.

PRESS RELEASE

BOSTON and NEW YORK, November 7, 2014 – Advent International and Avista Capital Partners today announced that they have signed an agreement to acquire Kremers Urban Pharmaceuticals Inc. (“KU”), the U.S. specialty generic pharmaceuticals subsidiary of global biopharmaceuticals company UCB, S.A. (Euronext: UCB), for $1.525 billion. The transaction, subject to regulatory approval and other customary closing conditions, is expected to close by the first quarter of 2015.

Over the past seven years, KU has diversified and grown its product portfolio from one major product to more than 20 marketed products across a number of indications, including gastroesophageal reflux disease, attention deficit hyperactivity disorder, angina/hypertension and respiratory disease. KU has established itself as a leading participant in the generic pharmaceuticals sector by focusing on high barrier to entry drugs with characteristics such as extended release formulas, unusual dosage forms such as patches, liquids and injectables and scheduled substances.

As part of the transaction, Brian Markison, currently a healthcare Industry Executive at Avista, will become President and Chief Executive Officer of KU, succeeding George Stevenson, who is pursuing other interests. Mr. Markison has more than 30 years of experience in the pharmaceuticals sector, most recently as President and Chief Executive Officer of Fougera Pharmaceuticals, a dermatology-focused specialty pharmaceuticals company that was spun off from Nycomed A/S in 2011 and sold to Sandoz, the generics division of Novartis, in July 2012. Before leading Fougera, Mr. Markison was Chairman and Chief Executive Officer of King Pharmaceuticals. Prior to joining King, Mr. Markison held various senior leadership positions at Bristol-Myers Squibb.

“KU is a strong, specialty player in a rapidly growing and changing global generics industry, and we believe it will thrive as an independent entity as the adoption of generics continues to rise worldwide,” said John Maldonado, a Managing Director at Advent International. “We are excited to partner with Avista and the KU leadership team to position the company for continued long-term growth.”

“The KU team has a long track record of success, and we are excited to be a part of its bright future as an independent company,” said Sriram Venkataraman, a Partner at Avista. “We are delighted to continue working with Brian Markison as well as the Advent team to drive growth at KU both organically and through additional acquisitions.”

“KU is an important player in a dynamic sector with numerous growth opportunities,” said Mr. Markison. “I’m looking forward to leading the KU team and, in partnership with Advent and Avista, driving enhancements throughout the organization to ensure KU meets its strategic objectives as an independent company.”

“We believe Advent and Avista are best positioned to drive Kremers Urban’s growth to the next stage in the specialty generic market,” said Dr. Roch Doliveux, Chief Executive Officer of UCB. “UCB’s growing core business and rapidly progressing early and late stage pipeline now allows us to focus even more on innovative solutions in neurology and immunology.”Advent and Avista both have extensive investment experience in the healthcare sector.

Advent has invested in more than 30 healthcare companies worldwide over the past 25 years, with pharmaceuticals as a key sub-sector focus. The acquisition of KU will be the firm’s fourth pharmaceutical investment in the past three years following the purchase of three specialty pharmaceutical companies: Biotoscana in Colombia, Laboratorio LKM in Argentina and United Medical (acquired by Biotoscana) in Brazil. The professionals at Avista have substantial healthcare expertise. The firm has acquired or invested in 24 companies across the healthcare industry, with several notable transactions in the pharmaceutical sector, including Acino Pharma, Fougera Pharmaceuticals, Lantheus Medical Imaging, Nycomed and Vertical / Trigen.

Operating Partner Jean-Pierre Garnier and Industry Advisor Dr. Bernhard Hampl were instrumental in helping Advent evaluate the acquisition of KU. Mr. Garnier previously served as the Chief Executive Officer of Pierre Fabre S.A. and as the Chief Executive Officer and an Executive Member of the Board of Directors of GlaxoSmithKline. Dr. Hampl previously served as the Chief Executive Officer of Eon Labs and as the Chief Executive Officer of Sandoz US.

Financing for the transaction is being provided by Credit Suisse Securities LLC, Morgan Stanley & Co. LLC, Goldman, Sachs & Co and Jefferies LLC. Weil, Gotshal & Manges is serving as legal advisor to Advent and Avista. Jefferies LLC, Credit Suisse Securities LLC, Morgan Stanley & Co. LLC and Goldman, Sachs & Co are serving as financial advisors to Advent and Avista.

About Advent International
Founded in 1984, Advent International is one of the largest and most experienced global private equity investors. Since inception, the firm has invested in more than 290 companies in 39 countries and today has $34 billion in assets under management. With offices on four continents, Advent has established a globally integrated team of over 170 investment professionals across North America, Europe, Latin America and Asia. The firm focuses on investments across five core sectors, including business and financial services; healthcare; industrial; retail, consumer and leisure; and technology, media and telecom. After 30 years dedicated to international investing, Advent remains committed to partnering with management teams to deliver sustained revenue and earnings growth for its portfolio companies. For more information, visit www.adventinternational.com.

About Avista Capital Partners
Avista Capital Partners is a leading private equity firm with approximately $6 billion under management and offices in New York, Houston and London.

Founded in 2005, Avista makes controlling or influential minority investments in growth-oriented energy, healthcare, communications & media, industrials, and consumer businesses. Through its team of seasoned investment professionals and industry experts, Avista seeks to partner with exceptional management teams to invest in and add value to well-positioned businesses. For more information on Avista please visit www.avistacap.com.

About Kremers Urban Pharmaceuticals Inc. (KU)
KU is the generic subsidiary of UCB in the Unites States. It is a specialty generic pharmaceutical company focused on difficult, “high barrier” to entry generic products. To learn more visit www.kremersurban.com.

About UCB
UCB, Brussels, Belgium (www.ucb.com) is a global biopharmaceutical company focused on the discovery and development of innovative medicines and solutions to transform the lives of people living with severe diseases of the immune system or of the central nervous system. With more than 8500 people in approximately 40 countries, the company generated revenue of € 3.4 billion in 2013. UCB is listed on Euronext Brussels (symbol: UCB).
For more information, visit www.ucb.com. Follow us on Twitter: @UCB_news