Santen and Goldman Sachs in Block Trade of Over 50% of Novagali Pharma’s Share Capital Followed by a Mandatory Public Tender Offer

September 28, 2011

On September 28, 2011, Santen Pharmaceutical Co., Ltd., a leading Japanese listed pharmaceutical company, and Novagali Pharma S.A., a listed French biopharmaceutical company specializing in ophthalmology and focusing on new ocular therapeutics, announced that Santen, Novagali and certain of its shareholders, including the funds managed by Edmond de Rothschild Investment Partners, Auriga Partners, IdInvest Partners and CDC Innovation, have entered into a share purchase agreement, whereby Santen shall acquire off-market shares representing 50.55% of the share capital of Novagali for a cash consideration of €6.15 per share. In the event that upon completion of the mandatory tender offer that will follow the block purchase, Santen holds at least 95% of the share capital and voting rights of Novagali, the price per Novagali share to be paid to all Novagali shareholders who sold their shares as part of the block purchase or tendered their shares into the tender offer shall be increased by an additional €0.10 per share, representing an aggregate price of €6.25.

The block purchase is not subject to any conditions and is expected to be completed in the next few days. The shares of Novagali Pharma are listed on NYSE Euronext Paris.

In accordance with French takeover regulations, Goldman Sachs, acting as presenting bank, will file, on behalf of Santen, a mandatory all-cash tender offer with the Autorité des marchés financiers. Santen intends to implement a mandatory squeeze-out of the remaining shares in Novagali in the event, Santen would hold, following the tender offer, at least 95% of the shares and voting rights of Novagali.