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H. Lundbeck A M&A Activity 2009

Jul 7, 2009

3367_iss_2009-07-07_666979f6-0a5d-4783-ba38-da642fe3b356.pdf

M&A Activity

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H. Lundbeck A/S

DK-2500 Valby, Copenhagen Fax +45 36 43 82 62 www.lundbeck.com

Ottiliavej 9 Tel +45 36 30 13 11 E-mail [email protected]

Corporate Release No 379

7 July 2009

Lundbeck increases its share of Xenazine® and strengthens the U.S. profitability transaction immediately accretive

In March 2009 H. Lundbeck A/S (Lundbeck) acquired Ovation Pharmaceuticals, Inc. (now Lundbeck Inc.) to establish a US platform and Xenazine® is an important growth driver at Lundbeck Inc.

Lundbeck and UK-based LifeHealth Limited (LifeHealth) today announced that the companies have entered into a definitive agreement under which Lundbeck acquires all shares of LifeHealth, the holder of Xenazine rights. The deal is an all-cash transaction valuing LifeHealth at USD 147 million or approximately DKK 780 million. The Supervisory Board at Lundbeck and the Board of Directors of LifeHealth have unanimously approved the transaction.

Strategic rationale

The acquisition is a logical next step in the acquisition and integration of Lundbeck Inc. earlier in 2009 as LifeHealth owns approximately 25 percent of the sales in the U.S. and Canada of Xenazine (tetrabenazine) less production costs and about 50 percent of non-North American sales of the product to distributors into the territories. By acquiring LifeHealth, Lundbeck substantially increases its economic share of the tetrabenazine asset and retains certain rights to all future indications, including the controlled-release formulation currently in development. In addition, as the company responsible for selling and marketing Xenazine in the U.S., this further enhances Lundbeck's opportunities in this very important market.

"Xenazine is the only FDA-approved product for patients suffering from chorea associated with Huntington's disease and we are very encouraged by what our U.S. subsidiary, Lundbeck Inc., has achieved since they launched Xenazine in the U.S. at the end of last year", says Ulf Wiinberg, President and CEO at Lundbeck. "This new transaction strengthens Lundbeck's U.S. platform and materially improves the earnings outlook in the U.S."

In November 2008, Xenazine for the treatment of chorea associated with Huntington's disease was launched in the USA, where approximately 20,000 to 25,000 patients suffer from the disease. Xenazine is expected to provide significant revenue contribution to Lundbeck and Lundbeck expects the US sales potential to be more than USD 250 million.

Financial highlights

Under the terms of the transaction, Lundbeck will make an upfront payment of USD 147 million (or approximately DKK 780 million) immediately upon closing of the transaction.

The transaction will reduce the royalty range paid to a third party on Xenazine from approximately 65-72% to approximately 40-47%, and the acquisition is therefore expected to be immediately accretive to Lundbeck's EBIT. The transaction will be financed using currently available cash resources.

The acquisition price of LifeHealth will be booked as "Product rights" under intangible assets in Lundbeck's balance sheet and will be amortised with approximately DKK 90 million annually and DKK 45 million in 2009.

Lundbeck financial guidance

Lundbeck is maintaining the financial guidance for 2009. The acquisition of LifeHealth will have a positive impact on EBITDA and to a low degree EBIT. For 2009 Lundbeck expects an EBITDA of DKK 3.5-3.7 billion and following the acquisition of LifeHealth Lundbeck expects EBITDA to be in the higher end of the interval for 2009.

About LifeHealth Limited

LifeHealth, based in Berkshire, United Kingdom, was established in February 1995. The company holds certain rights to tetrabenazine in 17 countries throughout the world.

About Xenazine (tetrabenazine)

Xenazine is the first and only FDA-approved therapy for the treatment of chorea associated with Huntington's disease. Xenazine was approved by the FDA in August 2008 and was launched by Lundbeck Inc. in November 2008. Xenazine was granted Orphan Drug status from the FDA, providing seven years of market exclusivity.

About chorea associated with Huntington's disease

Chorea is the most common symptom of Huntington's disease, which affects approximately 20,000 to 25,000 people in the U.S. It is characterized by jerky, involuntary movements throughout the body, often appearing as writhing, twisting and turning in a constant, uncontrollable dance-like motion. As chorea progresses, the involuntary movements worsen, making it difficult for individuals to carry out voluntary movements associated with daily living, such as speaking, eating and dressing. Over time, chorea presents an increasing safety risk to Huntington's disease patients, often resulting in the need for assistance and supervision, and even institutionalisation. Currently, there is no known cure for Huntington's disease and the disease is ultimately fatal.

Important Safety Information and Boxed Warning

Xenazine can increase the risk of depression and suicidal thoughts and behaviour (suicidality) in patients with Huntington's disease. Anyone considering the use of Xenazine must balance the risks of depression and suicidality with the clinical need for control of choreiform movements. Close observation of patients for the emergence or worsening of depression, suicidality, or unusual changes in behaviour should accompany therapy. Patients, their caregivers, and families should be informed of the risk of depression and suicidality and should be instructed to report behaviours of concern promptly to the treating physician.

Particular caution should be exercised in treating patients with a history of depression or prior suicide attempts or ideation, which are increased in frequency in Huntington's disease. Xenazine is contraindicated in patients who are actively suicidal, and in patients with untreated or inadequately treated depression.

Xenazine is also contraindicated in patients with impaired hepatic function, and in patients taking monoamine oxidase inhibitors or reserpine. At least 20 days should elapse after stopping reserpine before starting Xenazine. Although Xenazine has been shown to decrease the chorea associated with Huntington's disease, it was also shown to cause slight worsening in mood, cognition, rigidity and functional capacity and prescribers should periodically reevaluate the need for therapy. Some adverse effects such as depression, fatigue, insomnia, sedation/somnolence, parkinsonism, akathisia, QTc prolongation and interactions with CYP2D6 inhibitors may be dose dependent, and resolve or lessen with dose adjustment. The most frequent adverse events reported with Xenazine compared to placebo in a randomized, 12-week, placebo controlled clinical trial of Huntington's disease subjects include sedation/somnolence (31% vs. 3%), fatigue (22% vs. 13%), insomnia (22% vs. 0%), depression (19% vs. 0%), akathisia (19% vs. 0%), anxiety (15% vs. 3%) and nausea (13% vs. 7%). For more information, please see full prescribing information including Boxed Warning or go to www.xenazineusa.com.

Lundbeck contacts

Investors: Media:

Jacob Tolstrup Mads Kronborg Director, IR & Communication Media Relations +45 36 43 30 79 +45 36 43 28 51

Palle Holm Olesen Kasper Riis Head of Investor Relations Media Relations +45 36 43 24 26 +45 36 43 28 33

Magnus Thorstholm Jensen Investor Relations Officer +45 36 43 38 16

About Lundbeck

H. Lundbeck A/S (LUN.CO, LUN DC, HLUKY) is an international pharmaceutical company highly committed to improve the quality of life for people suffering from central nervous system (CNS) disorders. For this purpose Lundbeck is engaged in the research and development, production, marketing and sale of pharmaceuticals across the world, targeted at disorders like depression and anxiety, schizophrenia, insomnia, Huntington's, Alzheimer's and Parkinson's diseases.

Lundbeck was founded in 1915 by Hans Lundbeck in Copenhagen, Denmark, and employs today over 5,500 people worldwide. Lundbeck is one of the world's leading pharmaceutical companies working with CNS disorders. In 2008, the company's revenue was DKK 11.3 billion (approximately EUR 1.5 billion or USD 2.2 billion). For more information, please visit www.lundbeck.com.