ATRIX LABORATORIES INC.

NEUE BEWERBER UM ATRIX: ANGEBOT VON QLT WIRD WAHRSCHEINLICH ÜBERTROFFEN WERDEN Investors continued to storm into Atrix Laboratories Inc. shares as several analysts suggested QLT Inc.'s friendly takeover offer represents a bargain, with the door left open for another bidder. "Our target price on [shares of] Atrix of $46 (U.S.) suggests that other drug companies could benefit from offering a greater bid for the company than QLT's," said Michael Krensavage, an analyst at Raymond James in New York. In a new report, he identified drug makers Sanofi-Synthelabo SA, Novartis AG and Johnson & Johnson, and specialty drug company Cephalon Inc. as potential bidders for Atrix, which is based in Fort Collins, Colo. Analysts say QLT would receive a breakup fee estimated at $25-million if another suitor breaks up the deal. Mr. Krensavage rates Atrix a "strong buy," citing a growing market share for its flagship drug Eligard to treat prostrate cancer. Atrix receives royalties from Sanofi's sales of the drug. After jumping $3.37 or 12 per cent on Monday when the deal was unveiled, Atrix shares gained a further $1.33 to close at $32.72 yesterday on the Nasdaq Stock Market. Vancouver-based QLT has offered $14.61 cash and one QLT share to acquire Atrix in a deal that now values the target company at about $33 a share, down from about $36 on Monday when QLT's stock price tumbled 17 per cent on investor concerns about the dilution they would face. Analysts also said investors were disappointed by the prospect of QLT's biotech price-earnings multiple being diluted by a lower specialty pharmaceutical company multiple after the acquisition. Despite the deal's chilly reception, shares of QLT rebounded yesterday. On Nasdaq, the stock rose $1.08 to $18.63, as several analysts upgraded the stock but lowered their 12-month price targets. UBS Securities Canada analyst Dimi Ntantoulis, for example, upgraded QLT to "buy" from "neutral" because of the stock's recent price weakness and "not because we are overly bullish on the acquisition. We view the acquisition as adequate but not as a blockbuster," she said in a report. CIBC World Markets analyst Mara Goldstein said that if QLT shares slump to the $14 level, the deal would no longer offer a premium to Atrix shareholders. "We believe a competitive bidder could occur, particularly one with a franchise in the injectable [drug] business, as the valuation [in the QLT deal], while reasonable, does not appear overly generous," she said in a report. Analysts also questioned the strategic fit between QLT and Atrix. BMO Nesbitt Burns analyst Christine Charette, who slashed her 12-month price target for QLT to $22 from $34, said the deal "does not provide QLT with new strategic capabilities as both companies are focused on product development and neither company has a discovery platform or a sales force." Brian Bapty, an analyst with Raymond Jones in Vancouver, however, said that on the business side, QLT will be able to use its growing cash flow to accelerate research and development of Atrix's assets. ThinkEquity Partners analyst Michael Lachman said there are no immediate ways of using Atrix's drug delivery technology to enhance QLT compounds.

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