GTCR Announces Graceway Pharmaceuticals' Agreement to Acquire 3M's Pharmaceutical Business in North and Latin America.

CHICAGO -- GTCR announced today that Graceway Pharmaceuticals Inc. ("Graceway") has agreed to acquire 3M Company's pharmaceutical business in the United States, Puerto Rico, Canada and Latin America for $875.0 million. As part of the transaction, the parties will also enter into a technology access and development agreement. Graceway will be acquiring a number of leading branded pharmaceutical products in therapeutic areas including dermatology, respiratory and women's health.

"The acquisition of 3M's product portfolio is consistent with our strategic goal of increasing value by delivering innovative products in attractive therapeutic specialties," said Jefferson J. Gregory, Chairman and Chief Executive Officer of Graceway. "We intend to continue to seek opportunities that will allow us to build upon these notable products and extend our offering of branded prescription products in these areas."

As part of the transaction, Chester Valley Pharmaceuticals, Inc. ("CVP"), another GTCR portfolio company, will merge into Graceway. CVP, based in Malvern, Pennsylvania, is a specialty dermatology company focused on acquiring, in-licensing, developing and commercializing branded prescription products.

"The complementary talents and depth of experience of both the Graceway and CVP management teams will be critical to the successful execution of the Company's product strategy, which we expect to drive significant value creation," said Ned Jannotta, Jr., Managing Principal at GTCR.

"We continue to see very attractive investment opportunities in the specialty pharmaceutical industry. This acquisition creates a leading company and provides a significant platform to launch new products and acquire other strategic assets," added GTCR Principal Dean Mihas.

Prior to partnering with GTCR, Gregory was the chairman and CEO of King Pharmaceuticals, Inc. (King), a NYSE-listed company. Gregory was an instrumental member of the management team who grew King from a small contract manufacturing operation with approximately $10 million in annual revenues and 100 employees to an S&P 500 pharmaceutical company. King generated approximately $1.5 billion in annual revenues; employed approximately 3,000 people; operated seven separate manufacturing, operational and research and development sites across the U.S.; and supported its products with approximately 1,000 sales representatives.

Legal counsel for the transaction included Kirkland & Ellis LLP advising GTCR and Hogan & Hartson LLP and Edwards Angell Palmer & Dodge LLP advising Graceway. Citigroup and Banc of America Securities LLC served as financial advisors to GTCR and Graceway. Bank of America has provided the initial debt financing commitment in support of the acquisition.

About Graceway Pharmaceuticals, Inc.

Graceway Pharmaceuticals, headquartered in Bristol, Tennessee, is a pharmaceutical company focused on acquiring, in-licensing, and developing branded prescription pharmaceutical products. Chester Valley Pharmaceuticals, based in Malvern, Pennsylvania, is a specialty pharmaceutical company focused on dermatology. Current prescription products marketed by CVP include Atopiclair[TM] Nonsteroidal Cream for atopic dermatitis and the Benziq[TM] family of products for acne.

About GTCR

Founded in 1980, GTCR Golder Rauner, LLC is a leading private equity investment firm and long-term strategic partner for outstanding management teams. The Chicago-based firm pioneered the investment strategy of identifying and partnering with exceptional executives to acquire and build companies through a combination of acquisitions and strong internal growth. GTCR currently manages more than $8 billion of equity capital invested in a wide range of companies and industries. More information about GTCR can be found at www.gtcr.com.