2006/11/9 3M

3M Reaches Agreements to Sell its Pharmaceuticals Business

3M announced today that it has entered into agreements to sell its global branded pharmaceuticals business for approximately $2.1 billion in the following regions:

Graceway Pharmaceuticals Inc. has agreed to acquire 3Ms pharmaceutical operations in the United States, Canada, and Latin America region for $875 million.
Meda AB has agreed to acquire 3Ms pharmaceutical business in Europe for $857 million. The agreement will be implemented by each 3M subsidiary subject to compliance with third party notice and approval requirements.
Ironbridge Capital and Archer Capital have agreed to acquire 3Ms pharmaceutical operations in the Asia Pacific region, including Australia and South Africa for $349 million.
The agreements are the result of a review of strategic options for the branded pharmaceuticals business and its
immune response modifier (IRM) platform that 3M announced in April. Under the agreements, the purchasers will acquire regional marketing and intellectual property rights for 3Ms well-known branded pharmaceuticals, including Aldara, Difflam, Duromine, Tambocor, Maxair, Metrogel-Vaginal and Minitran. 3Ms Drug Delivery Systems Division will be a source of supply to the acquiring companies for the products. As part of the transaction, Graceway Pharmaceuticals also will acquire the rights to certain IRM molecules.

These are great brands and products, and we believe they will thrive in todays very competitive pharmaceutical marketplace under the direction of their new owners,said Brad Sauer, executive vice president, 3M Health Care. I want to thank our employees for their outstanding contributions to our business and for delivering excellent service and quality to our valued customers.

There are approximately 1,050 employees in 3Ms Pharmaceuticals Division worldwide. It is estimated that approximately 70 percent of those employees will receive employment opportunities with the acquiring companies.

3M Health Care, one of 3M
s six major business segments, provides world-class innovative products and services to help health-care professionals improve the practice and delivery of patient care. 3M will continue to grow its vibrant Health Care businesses globally serving multiple market segments.

The transactions are scheduled to close in the fourth quarter, subject to customary closing conditions, including regulatory approvals, and in the case of Graceway Pharmaceuticals, and Ironbridge Capital and Archer Capital, the receipt of financing. 3M will record a gain related to the transactions, and in addition, will incur various restructuring charges as it continues to align to drive growth and improve productivity.

s financial advisor for the transactions was Goldman, Sachs & Co.

About Graceway Pharmaceuticals Inc.
Graceway Pharmaceuticals, Inc. (
Graceway), headquartered in Bristol, Tennessee, is a pharmaceutical company focused on acquiring, in-licensing, and developing branded prescription pharmaceutical products. Chester Valley Pharmaceuticals, Inc. (CVP), based in Malvern, Pennsylvania, is a specialty pharmaceutical company focused on the dermatology therapeutic niche. Current prescription products marketed by CVP include Atopiclair Nonsteroidal Cream for atopic dermatitis and the Benziq family of products for acne.

About Meda AB
MEDA AB (publ) is a leading European specialty pharma company that concentrates on marketing and market-adapted product development. Acquisitions and long-term partnerships are fundamental factors that drive the company
s strategy. Meda is represented in more than 24 countries and has about 900 employees within marketing and sales. The Meda share is quoted on the OMX Nordic Stock Exchange.

About Ironbridge Capital
Ironbridge Capital is a leading provider of private equity for growth businesses in the Australasian marketplace. Ironbridge is focused on investments in medium- to large-sized management buyout and expansion capital transactions headquartered in Australia and New Zealand. This will be the first investment in Ironbridge
s recently raised A$1.05bn Fund II.

About Archer Capital
Archer Capital is a leading Australian private equity manager specializing in management buyouts. The depth of its operational and general management experience is unique in the Australian private equity industry. A hands-on, operational focus characterizes its approach from assessing, actively managing and eventual realizing an investment opportunity.

About 3M - A Global, Diversified Technology Company
Every day, 3M people find new ways to make amazing things happen. Wherever they are, whatever they do, the company's customers know they can rely on 3M to help make their lives better. 3M's brands include Scotch, Post-it, Scotchgard, Thinsulate, Scotch-Brite, Filtrete, Command and Vikuiti. Serving customers in more than 200 countries around the world, the people of 3M use their expertise, technologies and global strength to lead in major markets including consumer and office; display and graphics; electronics and telecommunications; safety, security and protection services; health care; industrial and transportation.

Aldara, Difflam, Duromine, Tambocor, Maxair, Metrogel-Vaginal, Minitran, Scotch, Post-it, Scotchgard, Thinsulate, Scotch-Brite, Filtrete, Command and Vikuiti are trademarks of 3M.
Atopiclair and Benziq are trademarks of Graceway Pharmaceuticals.

3M Businesses
3M serves customers through six business segments, which increase speed and efficiency by sharing technological, manufacturing, marketing and other resources.

These six businesses are:
Consumer and Office Business
With powerful brands, innovative products and a global presence, we make life easier and more productive for consumers and office workers around the world.

Display and Graphics Business
Drawing on 3M's technology platforms, we provide products - display enhancement films, reflective materials, eye-catching graphics and more - that people around the world rely on every day.

Electro and Communications Business
We turn 3M technology into solutions for customers in electrical, electronics and communications markets around the world. We contribute to reliable sources of electrical power, high-performance electronic devices, and speedy and dependable telecommunications networks globally.

Health Care Business
Every day, we help improve the quality of care provided by health care professionals throughout the world. Our innovative products and services also make the delivery of patient care more affordable.

Industrial and Transportation Business
We're a global leader in tapes, abrasives, adhesives, specialty chemicals, filtration systems, and software for supply chain management. We also serve the transportation market with products for the manufacture, repair and maintenance of autos, aircraft, boats and other vehicles.

Safety, Security and Protection Services Business
Our products increase the safety, security and productivity of people, facilities and systems around the world. We
re also a leading supplier of roofing granules for asphalt shingles.

Immune Response Modifier (IRM)

3M Pharmaceuticals has a rich product development pipeline based on the Immune Response Modifier (IRM) technology platform. The IRMs are a class of unique, proprietary synthetic molecules developed by 3M Pharmaceuticals that have a broad range of potential therapeutic applications, including promising treatments for a variety of viruses and tumors.

Mechanism of Action
The IRMs are a new class of drug. They act by stimulating the body to produce cytokines, naturally occurring proteins used by cells of the immune system to communicate with each other. The cytokines induced by IRMs enhance cell-mediated immunity, a natural process by which the body controls or eliminates virus infected cells and tumor cells. Because the IRMs assist the immune system - rather than target specific viruses or tumors - they have potential uses in a wide variety of diseases. The IRMs can be formulated into many dose forms, each appropriate for a specific disease.

2007/5/7 日本経済新聞夕刊

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