Bradley Pharmaceuticals, Inc. announced that it has entered into a definitive merger agreement with Nycomed US Inc., a subsidiary of Nycomed S.C.A., SICAR, pursuant to which all outstanding shares of the company will be converted into $20.00 per share in cash, which represents a premium of 25 per cent over the closing price of $16.00.

The transaction implies a fully diluted equity value for Bradley of approximately $346 million.

On May 29, 2007, Bradley's Board of Directors announced that it had formed a special committee of independent directors to consider the company's strategic alternatives, including responding to a proposal from Daniel Glassman, founder, director, president and CEO of the company and the holder of nearly all of the company's Class B common stock, to acquire all of the outstanding shares of Bradley.

Since then, the special committee, advised by independent financial and legal advisors, engaged in an extensive auction process. Based on the recommendation of the Special Committee, the Board of Directors of Bradley approved the merger agreement and recommended that Bradley's stockholders vote in favour of the merger agreement. Mr. Glassman, also a director, did not participate in the Board's consideration and approval of the merger agreement.

The transaction is conditioned on receipt of approval by holders of a majority of the outstanding shares of Bradley's common stock and Class B common stock, voting together as one class. The transaction is also subject to certain regulatory approvals and other customary closing conditions. There is no financing condition, and the obligations of Nycomed US are guaranteed by Nycomed S.C.A., SICAR. The transaction is expected to be completed in the first quarter of 2008.Deutsche Bank Securities Inc. acted as financial advisor to the Special Committee. Morgan Stanley acted as financial advisor to Nycomed.

"We are pleased that Nycomed will acquire Bradley. The auction process was thorough and our board believes that this transaction is in the best interests of our stockholders," said Seth W. Hamot, non-executive chairman of the Board of Bradley, said:

Hakan Bjorklund, chief executive officer, Nycomed, said, "The acquisition of Bradley provides us with a unique opportunity to strengthen our dermatology expertise in the US with successful products and capabilities that match ours perfectly. The acquisition enables us to gain critical mass in the dermatology market and provides significant momentum for further add-on investments."

Paul McGarty, chief executive officer of Nycomed US, added: "This brings together the strengths of both companies with the objective of creating a leading specialty pharmaceutical player in dermatology."

Bradley Pharmaceuticals, Inc. was founded in 1985 as a specialty pharmaceutical company and markets to niche physician specialties in the US and international markets.

Nycomed is a pharmaceutical company that provides medicines for hospitals, specialists and general practitioners, as well as over-the-counter medicines in selected markets. The company is active within a range of therapeutic areas, including cardiology, gastroenterology, osteoporosis, respiratory, pain and tissue management. markets and sells Savage Laboratories products, which focus on emergency care.