DUSA to acquire Sirius Labs in $30 million cash, stock deal

By E. Janene Geiss

Philadelphia, Jan. 3 - DUSA Pharmaceuticals Inc., developer and marketer of Levulan photodynamic therapy for the treatment of dermatological conditions such as actinic keratoses, acne and photodamage, announced Tuesday that it has agreed to acquire all of the common stock of Sirius Laboratories Inc. in exchange for cash and common stock worth up to $30 million.

The deal is expected to close in the first quarter of 2006, according to a company news release.

"We believe there is an excellent synergy between our products and companies. Upon closing of the transaction, we will be offering an expanded line of innovative products to dermatologists, while also enhancing our near-term development pipeline," Geoffrey Shulman, DUSA chairman and chief executive officer, said in the release.

Of the up to $30 million price tag, $8 million, less certain expenses, will be paid in cash upon closing, $17 million will be paid in shares of DUSA's common stock also upon closing in a private placement and up to $5 million in cash or common stock, as DUSA determines, may be paid based on a combination of new product approvals or launches and achievement of certain predetermined total cumulative sales milestones for Sirius products, officials said.

While certain of the DUSA shares will be subject to lock-up provisions for a period of time, DUSA said it has agreed to file an S-3 registration statement with the Securities and Exchange Commission following the closing for purposes of registering the resale of the common stock issued in the transaction.

Sirius is a Vernon Hills, Ill., privately held dermatology specialty pharmaceuticals company founded in 2000 with a primary focus on the treatment of acne vulgaris and acne rosacea.

DUSA is a Wilmington, Mass., biopharmaceutical company that has been engaged primarily in the development and/or marketing of Levulan Photodynamic Therapy for multiple medical indications, with its primary focus on dermatology.

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