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Published on 6/4/2008 in the Prospect News Special Situations Daily.

Ipsen to acquire Tercica

New York, June 4 - Tercica, Inc. said it has agreed to be acquired by Ipsen, SA for $9.00 per share in cash, or a total of $663 million.

The price is a 104% premium to Tercica's close on June 4 and 74% over the volume-weighted average closing share price during the last three months.

Ipsen already owns 25.3% of the company and will exercise warrants and convert notes to give it 42.7%.

Stockholders owning 1.4% of Tercica have executed agreements to support the transaction.

The acquisition is subject to approval by Tercica stockholders.

It has been unanimously backed by Tercica's board following recommendation and approval by a special committee of three independent non-employee directors.

"The combination of Ipsen's and Tercica's development and product portfolios provides the opportunity to create a leading global endocrinology company," said John A. Scarlett, chief executive officer of Tercica, in a news release. "We believe this transaction recognizes the value we have created at Tercica and provides our stockholders with attractive financial terms."

Lehman Brothers is financial advisor and Morris, Nichols, Arsht & Tunnell LLP is legal counsel to the special committee. Tercica is represented by Cooley Godward Kronish LLP.

Tercica is a Brisbane, Calif., biopharmaceutical company.

Ipsen is a specialty pharmaceutical group based in Paris.

Acquirer:Ipsen, SA
Target:Tercica, Inc.
Announcement date:June 4
Price per share:$9.00
Transaction total:$663 million
Stock price for acquirer:Euronext: IPN: €43.27 on June 4
Stock price of target:Nasdaq: TRCA: $4.41 on June 4

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