AGREEMENT AND PLAN OF MERGER by and among STIEFEL LABORATORIES, INC., BENGAL ACQUISITION INC. and BARRIER THERAPEUTICS, INC. Dated as of June 23, 2008Merger Agreement • July 8th, 2008 • Stiefel Laboratories, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”) is entered into as of June 23, 2008, by and among Stiefel Laboratories, Inc. (“Parent”), a Delaware corporation, Bengal Acquisition Inc. (“Purchaser”), a Delaware corporation and direct wholly-owned subsidiary of Parent, and Barrier Therapeutics, Inc., a Delaware corporation (the “Company”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • July 8th, 2008 • Stiefel Laboratories, Inc. • Pharmaceutical preparations • Delaware
STOCKHOLDER SUPPORT AGREEMENT, dated as of June 23, 2008 (this “Agreement”), by and among Stiefel Laboratories, Inc., a Delaware corporation (“Parent”) and Geert Cauwenbergh, Ph.D. (the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • July 8th, 2008 • Stiefel Laboratories, Inc. • Pharmaceutical preparations • Delaware
STOCKHOLDER SUPPORT AGREEMENT, dated as of June 30, 2008 (this “Agreement”), by and among Stiefel Laboratories, Inc., a Delaware corporation (“Parent”), and JPMP Capital Corp. (the “Stockholder”). This Agreement shall be effective as of June 23, 2008. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Merger Agreement.
OFFER TO PURCHASE FOR CASH ALL OUTSTANDING SHARES OF COMMON STOCK of BARRIER THERAPEUTICS, INC.Offer to Purchase • July 8th, 2008 • Stiefel Laboratories, Inc. • Pharmaceutical preparations
We, Bengal Acquisition Inc., a Delaware corporation (“Purchaser”) and a direct wholly-owned subsidiary of Stiefel Laboratories, Inc., a Delaware corporation (“Parent”), are offering to purchase all outstanding shares of common stock, par value $0.0001 per share (“Shares”), of Barrier Therapeutics, Inc., a Delaware corporation (“Barrier”), at a price of $4.15 per Share, net to the seller in cash (the “Offer Price”), without interest thereon, less (i) any dividends or other distributions declared thereon between June 23, 2008 and such time as the initial acceptance for payment by Purchaser of any validly tendered and not properly withdrawn Shares pursuant to the Offer (as defined below) (the “Acceptance Time”) and (ii) any applicable federal back-up withholding or other taxes payable by such seller, if any, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto,
