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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8 - K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 29, 1999
Medicis Pharmaceutical Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-18443 52-1574808
(State or other (IRS Employer
jurisdiction of (Commission File Number) Identification No.)
incorporation)
4343 East Camelback Road
Phoenix, Arizona 85018
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (602) 808-8800
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Item 5. Other Events.
On June 29, 1999, the Registrant entered into an Asset Purchase
Agreement with Bioglan Pharma Plc ("Bioglan"), pursuant to which the Registrant
agreed to sell certain assets to an affiliate of Bioglan. A description of the
asset sale is contained in the press release attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
The following exhibits are filed as part of this report.
99.1 - Press release dated June 29, 1999.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Medicis Pharmaceutical Corporation
/S/ MARK A. PRYGOCKI, SR.
______________________________________________
Mark A. Prygocki, Sr.
Chief Financial Officer
Date: July 9, 1999
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated June 29, 1999.
EXHIBIT 99.1
MEDICIS ANNOUNCES PROPOSED SALE OF PRODUCTS TO BIOGLAN
PHOENIX and HITCHIN, ENGLAND--June 29, 1999--Medicis Pharmaceutical Corporation
(NYSE:MRX) and Bioglan Pharma Plc (London Stock Exchange and Irish Stock
Exchange:BGP) today announced that Bioglan has entered into agreements with
Medicis Pharmaceutical Corporation and The Exorex Company LLC (a joint venture
between Medicis and IMX Pharmaceuticals, Inc. (OTC BB:IMXN)) to acquire a total
of four over-the-counter and prescription products for the obligation to pay a
net payment of $40 million in cash and certain licensed technology. Included in
the acquisition are the over-the-counter products ZOSTRIX(R), EXOREX(R) and
THERAPLEX(R) and the prescription product ZONALON(R). The consummation of the
transaction is subject to certain customary closing conditions and approval from
shareholders of Bioglan.
Under the terms of the agreement, of the $40 million in cash to be paid by
Bioglan, $2.5 million shall be paid by the closing and the remainder is to be
paid no later than August 1, 1999. Bioglan is undertaking an equity funding to
raise 23.3 pounds or approximately $37 million US dollars coordinated by HSBC
Investment Bank Plc. Any balance of consideration will be funded through banking
facilities. IMX Pharmaceuticals will receive $3.6 million for the sale of its
interest in EXOREX(R). Bioglan's payment obligations will be secured by the
acquired products.
"We are pleased to announce the proposed sale of our non-strategic
over-the-counter line," said Jonah Shacknai, Chairman and Chief Executive
Officer. "This transaction will permit us to focus with greater concentration on
our core ethical products. We are confident that Bioglan will provide a superior
level of commitment to these high quality consumer brands. Our efforts continue
to be focused on the field of skin care, the promotion of our primary
prescription brands and the introduction and acquisition of new products."
"We are delighted to have extended our business relationship with Medicis and to
have enhanced further our dermatological product range, both in the USA and
internationally," said Terry Sadler, Chairman and Chief Executive Officer of
Bioglan Pharma Plc. "This deal transforms our U.S. business into a significant
part of the group generating substantial sales in 2000 and beyond. Given that
the U.S. is the most important pharmaceutical market, this acquisition is
exciting for the whole group and its prospects in the short- and long-term."
Medicis is the leading independent pharmaceutical company in the United States
focusing primarily on the treatment of dermatological conditions. Medicis
develops and markets leading products for major segments within dermatology
including acne, psoriasis, eczema, rosacea and cosmesis (improvement in the
texture and appearance of skin). Primary products include prescription brands
DYNACIN(R), TRIAZ(R), LUSTRA(R), LOPROX(R), OVIDE(R), LIDEX(R), SYNALAR(R),
TOPICORT(R), NOVACET(R) and A/T/S(R); the over-the-counter brand ESOTERICA(R);
and BUPHENYL(TM), a prescription product indicated in the treatment of Urea
Cycle Disorders.
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Bioglan Pharma Plc is a pharmaceutical company with principal therapeutic focus
on dermatology. It also has revenues in imaging, generics and niche
cardiovascular products. Bioglan has also developed or acquired a range of novel
drug delivery systems for the delivery of compounds onto the skin, through the
skin and under the skin. Bioglan is integrated and its activities include
manufacturing, R&D, product registration, product sales and distribution, as
well as the licensing of products and of its drug delivery systems. Based in
Hitchin in the United Kingdom, Bioglan has companies in various other European
countries and a sales office in the United States. (Note: Bioglan is a trademark
of the Bioglan group of companies.)
Except for historical information, this news release contains certain
forward-looking statements that involve risks and uncertainties which may cause
actual results to differ materially from the statements made, including the
companies' dependence on sales of key products, uncertainty of future financial
results and fluctuations in operating results, dependence on the companies'
acquisition strategy, new product introductions and other risks described from
time to time in the companies' SEC filings. These forward-looking statements
represent the judgment of the companies, as of the date of this release, and the
companies disclaim any intent or obligation to update these forward-looking
statements.
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