H. Lundbeck A — M&A Activity 2014

Jun 23, 2014

-- Merger expected to close today, 62.5% of outstanding shares tendered and
Notices of Guaranteed Delivery delivered for 16.1% of outstanding shares
-- By acquiring Chelsea Therapeutics, Lundbeck gains the rights to Chelsea
Therapeutics' recently FDA-approved product, NORTHERA™ (droxidopa), which
is expected to be launched later in 2014
-- NORTHERA is an orphan neurology opportunity with strong commercial and
strategic fit with Lundbeck's existing U.S. neurology franchise
-- The transaction is expected to be cash accretive to Lundbeck in 2015 and
earnings accretive in 2016

Valby, Denmark, 23 June 2014 - H. Lundbeck A/S (Lundbeck) today announced the
completion of the tender offer by its wholly owned indirect subsidiary, Charlie
Acquisition Corp., to purchase all of the outstanding shares of Chelsea
Therapeutics International, Ltd. (NASDAQ: CHTP) (Chelsea) common stock for USD
6.44 per share in cash and non-transferable contingent value rights (CVRs) that
may pay up to an additional USD 1.50 per share upon achievement of certain
sales milestones, in each case without interest and subject to any required
withholding of taxes. The tender offer expired at 12:00 midnight, New York City
time, on 20 June 2014, and was not extended.

Computershare Trust Company, N.A., the depositary for the tender offer, has
advised that as of the expiration of the tender offer, 49,436,852 shares of
Chelsea common stock had been validly tendered and not validly withdrawn
pursuant to the tender offer, representing approximately 62.5% of the
outstanding shares of Chelsea common stock. In addition, Notices of Guaranteed
Delivery were delivered for 12,775,214 shares of Chelsea common stock,
representing approximately 16.1% of the outstanding shares of Chelsea common
stock.

The condition to the tender offer that a majority of Chelsea’ outstanding
shares on a fully diluted basis (excluding shares delivered pursuant to Notices
of Guaranteed Delivery) be validly tendered and not validly withdrawn and all
other conditions to the tender offer have been satisfied. Accordingly, Charlie
Acquisition Corp. has accepted for payment and will promptly pay the depositary
for all validly tendered shares.

Lundbeck expects to complete the acquisition of Chelsea during the day of 23
June 2014 through a merger under Section 251(h) of the General Corporation Law
of the State of Delaware. Subject to perfected appraisal rights, all remaining
shares of Chelsea common stock not tendered into the tender offer and not owned
by Lundbeck, Charlie Acquisition Corp. or Chelsea (or by any direct or indirect
wholly-owned subsidiary of Lundbeck, Charlie Acquisition Corp. or Chelsea) will
be cancelled in the merger and converted into the right to receive USD 6.44 per
share in cash and CVRs that may pay up to an additional USD 1.50 per share upon
achievement of certain sales milestones, in each case without interest and
subject to any required withholding of taxes, which is the same consideration
that was paid in the tender offer. Following completion of the merger, shares
of Chelsea common stock will no longer be listed on the NASDAQ Capital Market.

The transaction will allow Lundbeck to leverage its expertise in rare
neurologic disorders in the U.S. through the upcoming launch of NORTHERA, which
was approved by the FDA on 18 February 2014 for the treatment of symptomatic
neurogenic orthostatic hypotension (NOH). NORTHERA is the first and only
therapy approved by the FDA that demonstrates symptomatic benefit in adult
patients with NOH caused by primary autonomic failure. NORTHERA is expected to
be launched in the second half of 2014 and will strengthen Lundbeck’s existing
neurology franchise in the U.S., which currently includes three therapies for
patients with rare disorders. NORTHERA is expected to achieve annual revenues
at peak of more than DKK 2 billion in the U.S. by 2020.

Financial guidance

While the transaction is not expected to have a material positive impact on
revenue in 2014, it is expected to be dilutive to both cash flow and EBIT for
the year, and cash flow accretive in 2015. The expected impact on Lundbeck’s
profitability in 2014 will to some extent depend on the timing of the launch of
NORTHERA due in the second half of 2014. Lundbeck currently expects to incur
incremental costs of up to DKK 500 million related to the acquisition of
Chelsea in 2014.

Financial forecast 2014

DKK billion 2013 “Previous” 2014 New revised
actual forecast 2014 forecast

---

Revenue 15.3 ~13.5 ~13.5
EBIT 1.6 0.5-1.0 0.0-0.5

Core EBIT 2.3 1.2-1.7 0.9-1.4

Lundbeck contacts

Investors: Media:

Palle Holm Olesen Mads Kronborg
Vice President, Investor Relations Director, Media Relations
PALO@lundbeck.com MAVK@lundbeck.com
+45 36 43 24 26 +45 36 43 30 00

Jens Høyer
Specialist, Investor Relations
JSHR@lundbeck.com
+45 36 43 33 86

About Lundbeck

H. Lundbeck A/S (LUN.CO, LUN DC, HLUYY) is a global pharmaceutical company
specialized in brain diseases. For more than 50 years, we have been at the
forefront of research within neuroscience. Our development and distribution of
pioneering treatments continues to make a difference to people living with
brain diseases. Our key areas of focus are alcohol dependence, Alzheimer’s
disease, depression/ anxiety, epilepsy, Huntington’s disease, Parkinson’s
disease, schizophrenia and stroke.

Our approximately 6,000 employees in 57 countries are engaged in the entire
value chain throughout research, development, production, marketing and sales,
and are committed to improving the quality of life of people living with brain
diseases. Our pipeline consists of several late-stage development programs and
our products are available in more 100 countries. We have research centers in
China, Denmark and the United States, and production facilities in China,
Denmark, France, Italy and Mexico. Lundbeck generated revenue of DKK 15.3
billion in 2013 (EUR 2.0 billion; USD 2.7 billion).

Lundbeck’s shares are listed on the stock exchange in Copenhagen under the
symbol ”LUN”. Lundbeck has a sponsored Level 1 ADR program listed in the US
(OTC) under the symbol ”HLUYY”. For additional information, we encourage you to
visit our corporate site www.lundbeck.com.

Safe Harbor/Forward-Looking Statements

The above information contains forward-looking statements that provide our
expectations or forecasts of future events such as new product introductions,
product approvals and financial performance.

Such forward-looking statements are subject to risks, uncertainties and
inaccurate assumptions. This may cause actual results to differ materially from
expectations and it may cause any or all of our forward-looking statements here
or in other publications to be wrong. Factors that may affect future results
include interest rate and currency exchange rate fluctuations, delay or failure
of development projects, production problems, unexpected contract breaches or
terminations, government-mandated or market-driven price decreases for
Lundbeck's products, introduction of competing products, Lundbeck's ability to
successfully market both new and existing products, exposure to product
liability and other lawsuits, changes in reimbursement rules and governmental
laws and related interpretation thereof, unexpected growth in costs and
expenses, the possibility that the expected benefits of the acquisition of
Chelsea may not materialize as expected, the impact of the current economic
environment, fluctuations in operating results, market acceptance of NORTHERA,
and other risks that are described in Chelsea’s Annual Report on Form 10-K for
the year ended December 31, 2013 and Chelsea’s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2014. Lundbeck undertakes no obligation to
update these forward-looking statements except to the extent otherwise required
by law.

Certain assumptions made by Lundbeck are required by Danish Securities Law for
full disclosure of material corporate information. Some assumptions, including
assumptions relating to sales associated with product that is prescribed for
unapproved uses, are made taking into account past performances of other
similar drugs for similar disease states or past performance of the same drug
in other regions where the product is currently marketed. It is important to
note that although physicians may, as part of their freedom to practice
medicine in the United States, prescribe approved drugs for any use they deem
appropriate, including unapproved uses, at Lundbeck, promotion of unapproved
uses is strictly prohibited.