H. Lundbeck A — M&A Activity 2014

May 8, 2014

Valby, Denmark and Charlotte, North Carolina, USA, 2014-05-08 13:44 CEST (GLOBE
NEWSWIRE) --
-- By acquiring Chelsea Therapeutics, Lundbeck gains the rights to Chelsea
Therapeutics’ recently FDA-approved product, NORTHERA(TM) (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
-- Chelsea stockholders are entitled to USD 6.44 per share in cash and CVRs
that may pay up to USD 1.50, for a total potential consideration of up to
USD 7.94 per share, or USD 658 million on a fully diluted basis
-- The offer provides Chelsea stockholders with immediate and certain upfront
value as well as participation in potential commercial upside of NORTHERA
-- The transaction is expected to be cash accretive to Lundbeck in 2015 and
earnings accretive in 2016

H. Lundbeck A/S (Lundbeck) and Chelsea Therapeutics International, Ltd.
(Chelsea) (NASDAQ: CHTP) today announced that the companies have entered into a
definitive agreement under which Lundbeck will acquire Chelsea.

Under the terms of the agreement, Lundbeck will commence a tender offer for all
outstanding shares of Chelsea, whereby Chelsea stockholders will be offered an
upfront payment and contingent value rights (CVRs), representing a total
potential consideration of up to USD 7.94 per share, or USD 658 million
(approximately DKK 3.5 billion) on a fully diluted basis. The total potential
consideration represents an attractive premium of 59% over the closing price of
Chelsea shares on 7 May 2014.

Consideration includes USD 6.44 per share in cash, or approximately USD 530
million (approximately DKK 2.8 billion) on a fully diluted basis, as well as
CVRs that may pay up to a total of an additional USD 1.50 upon achievement of
certain commercial milestones related to NORTHERA’s commercial performance in
the period 2015-2017. The proposed upfront per-share price represents a premium
of approximately 29% over Chelsea's closing price of USD $5.00 on 7 May 2014.

The terms of the CVR payments reflect the parties’ agreement over the sharing
of potential economic upside benefits from certain future net sales of NORTHERA
as described in the CVR agreement and do not necessarily reflect anticipated
sales of the product. There can be no assurance such levels of net sales will
occur or that any or all of the contingent payments will be made.

Lundbeck intends to acquire any shares of Chelsea not tendered into the tender
offer through a merger for the same per share consideration as will be payable
in the tender offer. The merger will be effected as soon as possible after the
closing of the tender offer.

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 (Parkinson's disease,
multiple system atrophy and pure autonomic failure), dopamine beta hydroxylase
deficiency and non-diabetic autonomic neuropathy. 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 Onfi, Sabril and
Xenazine, and ahead of potential future products like desmoteplase and Lu
AE58054 currently in clinical phase III.

“I believe this offer represents an attractive offer to the stockholders of
Chelsea and is consistent with Lundbeck’s strategic and disciplined approach to
acquisitions,” said Ulf Wiinberg, President & Chief Executive Officer of
Lundbeck. He continued, “The proposed strategic acquisition of Chelsea – and
the launch of its lead therapy, NORTHERA – aligns with Lundbeck’s core
strengths in addressing rare and challenging neurological disorders. As a
company committed to people living with brain disorders, we are uniquely
positioned to make NORTHERA available to those who need it most.”

Joseph G. Oliveto,President & Chief Executive Officer of Chelsea Therapeutics,
stated, “This transaction provides attractive and certain upfront value to our
stockholders, and enables them to participate in the potential commercial
upside of NORTHERA. Lundbeck’s expertise in commercializing rare disorder CNS
products will enable a rapid and successful launch of NORTHERA into the U.S.
market and ultimately will provide added benefit to patients suffering from
NOH.”

The transaction is expected to be financed by Lundbeck’s existing cash reserves.

The board of directors of Chelsea has unanimously approved the transaction. The
transaction is expected to close in the third quarter of 2014, subject to the
tender of a majority of Chelsea’s outstanding shares in the tender offer, and
the receipt of customary regulatory approvals, including a Hart-Scott-Rodino
review in the U.S. The terms and conditions of the tender offer will be
described in the tender offer documents, which will be filed with the U.S.
Securities and Exchange Commission (SEC).

Moelis & Company acted as financial advisor and Cravath, Swaine & Moore LLP
provided legal advice to Lundbeck. Deutsche Bank Securities Inc. and Torreya
Capital acted as financial advisors, and Morgan, Lewis & Bockius LLP provided
legal advice to Chelsea.

Financial guidance

If closed, this acquisition of Chelsea will impact Lundbeck’s financial
guidance for 2014.

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 depend on the timing of the closing of the
transaction. However, on a pro forma basis assuming the transaction is closed
on 1 July 2014, Lundbeck expects to incur costs of approximately DKK 500
million in incremental costs related to the acquisition of Chelsea.
Approximately half of the costs are related to amortization expenses.

Financial forecast 2014

DKK billion 2013 “Old” 2014 Potential revision of 2014 forecast
actual forecast

---

---

Revenue 15.3 ~13.5 ~13.5
----------------------------------------------------------
EBIT 1.6 0.5-1.0 0-0.5
----------------------------------------------------------

        ----------------------------------------------------------

Core EBIT 2.3 1.2-1.7 0.9-1.4
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Important information

The tender offer described in this press release has not yet commenced. This
press release is for informational purposes only, and it is neither an offer to
purchase nor a solicitation of an offer to sell shares of Chelsea’s common
stock. At the time any such tender offer is commenced, Lundbeck will cause a
new wholly-owned subsidiary, Charlie Acquisition Corp., to file a Tender Offer
Statement, containing an offer to purchase, a form of letter of transmittal and
other related tender offer documents with the SEC, and Chelsea will file a
Solicitation/Recommendation Statement relating to such tender offer with the
SEC. Chelsea’s stockholders are strongly advised to read these tender offer
materials carefully and in their entirety when they become available, as they
may be amended from time to time, because they will contain important
information about such tender offer that Chelsea’s stockholders should consider
prior to making any decisions with respect to such tender offer. Once filed,
stockholders of Chelsea will be able to obtain a free copy of these documents
at the website maintained by the SEC at www.sec.gov, or by directing a request
to H. Lundbeck A/S, Attention: Investor Relations, Ottiliavej 9, DK-2500 Valby,
Copenhagen, Denmark or to the Information Agent for the tender offer which will
be named in the Tender Offer Statement. Copies of Chelsea’s filings with the
SEC may also be obtained free of charge at the “Investors” section of Chelsea’s
website at www.chelseatherapeutics.com.

Conference call

Today at 2.00 pm (CET), Lundbeck will be hosting a conference call for the
financial community, find dial-in numbers below. You can listen to the call
online at www.lundbeck.com under the investor section.

DK: +45 354 455 83

UK: +44 203 194 05 44

US: +1 855 269 2604

About symptomatic neurogenic orthostatic hypotension (NOH)

It is estimated that 80,000 to 150,000 patients suffer from symptomatic NOH in
the U.S. Symptomatic NOH is a chronic disorder that is caused by an underlying
neurogenic disorder, such as Parkinson's disease, multiple system atrophy or
pure autonomic failure. Symptoms of NOH may include dizziness, lightheadedness,
blurred vision, fatigue, poor concentration, and fainting episodes when a
person assumes a standing position. These symptoms can severely limit a
person's ability to perform routine daily activities that require standing or
walking for both short and long periods of time[i], [ii].

About NORTHERA (droxidopa)

NORTHERA is indicated for the treatment of orthostatic dizziness,
lightheadedness, or the "feeling that you are about to black out" in adult
patients with symptomatic NOH caused by primary autonomic failure (Parkinson's
disease, multiple system atrophy and pure autonomic failure), dopamine beta
hydroxylase deficiency and non-diabetic autonomic neuropathy.

The NORTHERA approval was granted under the FDA's accelerated approval program,
which allows for conditional approval of a medicine that fills a serious unmet
medical need, provided additional confirmatory studies are conducted. The
package insert indicates that effectiveness beyond two weeks of treatment has
not yet been demonstrated; therefore the continued effectiveness of NORTHERA in
patients should be assessed periodically. A multi-center, placebo-controlled,
randomized study, which is designed with the goal of definitively establishing
the durability of the clinical benefits of NORTHERA, has been preliminarily
agreed to with the FDA.

NORTHERA carries a boxed warning for supine hypertension. The most common (>5%)
adverse events experienced in controlled studies are headache, dizziness,
nausea, hypertension and fatigue. Please see NORTHERA full Prescribing
Information for additional Important Safety Information at
http://www.chelseatherapeutics.com.

IMPORTANT SAFETY INFORMATION

WARNING: SUPINE HYPERTENSION
See full prescribing information for complete boxed warning. Monitor supine
blood pressure prior to and during treatment and more frequently when
increasing doses. Elevating the head of the bed lessens the risk of supine
hypertension, and blood pressure should be measured in this position. If supine
hypertension cannot be managed by elevation of the head of the bed, reduce or
discontinue NORTHERA.

CONTRAINDICATIONS

-- None

WARNINGS AND PRECAUTIONS

-- Supine Hypertension: NORTHERA therapy may cause or exacerbate supine
hypertension in patients with NOH, which may increase cardiovascular risk
if not well-managed.

-- Ischemic Heart Disease, Arrhythmias, and Congestive Heart Failure:
NORTHERA therapy may exacerbate symptoms in patients with existing ischemic
heart disease, arrhythmias, and congestive heart failure.

-- Hyperpyrexia and Confusion: Postmarketing cases of a symptom complex
resembling neuroleptic malignant syndrome (NMS) have been reported in Japan
with NORTHERA use. Observe patients carefully when the dosage of NORTHERA
is changed or when concomitant levodopa is reduced abruptly or
discontinued, especially if the patient is receiving neuroleptics. NMS is
an uncommon but life-threatening syndrome characterized by fever or
hyperthermia, muscle rigidity, involuntary movements, altered
consciousness, and mental status changes. The early diagnosis of this
condition is important for the appropriate management of these patients.

-- Allergic Reactions: This product contains FD+C Yellow No. 5 (tartrazine)
which may cause allergic-type reactions (including bronchial asthma) in
certain susceptible persons. Although the overall incidence of FD+C Yellow
No. 5(tartrazine) sensitivity in the general population is low, it is
frequently seen in patients who also have aspirin hypersensitivity.

ADVERSE REACTIONS

-- The most common adverse reactions (greater than 5%) were headache,
dizziness, nausea, hypertension, and fatigue.

DRUG INTERACTIONS

-- Administering NORTHERA in combination with other agents that increase blood
pressure (e.g., norepinephrine, ephedrine, midodrine, and triptans) would
be expected to increase the risk for supine hypertension;
Dopa-decarboxylase inhibitors may require dose adjustments for NORTHERA.

USE IN SPECIAL POPULATIONS

-- Clinical experience with NORTHERA in patients with severe renal function
impairment (GFR less than 30 mL/min) is limited; There are no adequate and
well controlled trials of NORTHERA in pregnant women; Women who are nursing
should choose nursing or NORTHERA; The safety and effectiveness of NORTHERA
in pediatric patients have not been established; No overall differences in
safety or effectiveness were observed between subjects aged 75 years and
older, and younger subjects in clinical trials, but greater sensitivity of
some older individuals cannot be ruled out.

About Chelsea Therapeutics

Chelsea Therapeutics (Nasdaq: CHTP) is a biopharmaceutical development company
that acquires and develops innovative products for the treatment of a variety
of human diseases, including central nervous system disorders. Chelsea acquired
global development and commercialization rights to droxidopa (L-DOPS), or
NORTHERA, from Dainippon Sumitomo Pharma Co., Ltd. in 2006, excluding Japan,
Korea, China and Taiwan. For more information about the Company, visit
www.chelseatherapeutics.com.

For the twelve months ended 31 December 2013. Chelsea reported an EPS loss of
(USD 0.24). Total operating expenses were USD 16.4 million. R&D expenses were
USD 10.4 million. SG&A expenses were USD 6.1 million. As of 31 December 2013,
cash and cash equivalents totaled USD 45.3 million.

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

Chelsea contacts

Investors: Media:

David Pitts Chuck Burgess
Argot Partners Abernathy MacGregor
david@argotpartners.com CLB@abmac.com
+1 212-600-1902 +1 212 371 5999
Liz Micci
Abernathy MacGregor
EDM@abmac.com
+1 212 371 5999

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 the tender offer and
transactions contemplated by the merger agreement, 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 our
products, introduction of competing products, our 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 transaction may not be consummated or that the expected
benefits of the transaction may not materialize as expected, Lundbeck’s and
Chelsea’s ability to timely complete the transaction, if at all, or to, prior
to the completion of the transaction, if at all, satisfy all closing
conditions, the possibility that the merger agreement may be terminated, and
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
in its subsequently filed SEC reports. Neither Lundbeck nor Chelsea undertakes
any 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.

[i] Freeman R, Wieling W, Axelrod FB, et al. Consensus statement on the
definition of orthostatic hypotension, neurally mediated syncope and the
postural tachycardia syndrome. Clin Auton Res 2011;21:69-72

[ii] Freeman R. Clinical practice. Neurogenic orthostatic hypotension. N Engl J
Med 2008;358:615-624. 3. Goldstein DS, Holmes C, Kaufmann H, Freeman R.
Clinical pharmacokinetics of the norepinephrine precursor L-threo-DOPS in
primary chronic autonomic failure. Clin Auton Res 2004;14:363-368.