Graceway Pharmaceuticals to Acquire 3M Pharmaceuticals Business in North and Latin America

Graceway Pharmaceuticals, Inc., a GTCR portfolio company, and 3M (NYSE:MMM) announced today that Graceway has agreed to acquire 3M’s branded 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. Under the agreement, Graceway will acquire 3M’s branded pharmaceuticals, including, among others, Aldara® (imiquimod) Cream 5% indicated for the treatment of external genital warts, actinic keratosis, and superficial basal cell carcinoma; MaxAir™ (pirbuterol acetate inhalation aerosol) Autohaler™ indicated for the treatment of asthma; MetroGel-Vaginal® (metronidazole vaginal gel, 0.75%) indicated for bacterial vaginosis; and related new drug applications, trademarks, copyrights, patents, licenses to certain patents associated with potential new formulations of such products, and other related intellectual property. As part of the acquisition, Graceway will enter into manufacturing agreements for the acquired products. Estimated 2006 net revenues for the products in North and Latin America total approximately $350.0 million. "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 CEO 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.” "3M’s pharmaceuticals business has been very successful, and we believe Graceway can help these great products and brands realize their full potential,” said Brad Sauer, Executive Vice President, 3M Health Care. In addition, Graceway announced today that Chester Valley Pharmaceuticals, Inc., another privately held GTCR portfolio company based in Malvern, Pennsylvania, will merge into Graceway. "This merger with Chester Valley will constructively transform both companies by creating a new company with exceptional leadership and a remarkable record of success in the industry,” Gregory added. "The merger into Graceway and the acquisition from 3M allow us to add significant depth to our existing portfolio of dermatology products. It also dramatically strengthens our sales force,” stated Bob Moccia, President, Chester Valley Pharmaceuticals. The organization’s headquarters and corporate functions, which include finance, business development, IT, human resources, legal, and technical operations, will be based in Bristol, Tennessee. Sales, marketing, and future product development initiatives will be based in Malvern, Pennsylvania. About Graceway Pharmaceuticals, Inc. Graceway Pharmaceuticals, Inc. ("Graceway”), headquartered in Bristol, Tennessee, is a pharmaceutical company focused on acquiring, in-licensing, and developing branded prescription pharmaceutical products. Chester Valley Pharmaceuticals, Inc. ("CVP”), based in Malvern, Pennsylvania, is a specialty pharmaceutical company focused on dermatology. Current prescription products marketed by CVP include Atopiclair™ Nonsteroidal Cream for atopic dermatitis and the Benziq™ family of products for acne. About 3M - A Global, Diversified Technology Company Every day, 3M people find new ways to make amazing things happen. Wherever they are, whatever they do, the company's customers know they can rely on 3M to help make their lives better. 3M's brands include Scotch, Post-it, Scotchgard, Thinsulate, Scotch-Brite, Filtrete, Command and Vikuiti. Serving customers in more than 200 countries around the world, the people of 3M use their expertise, technologies and global strength to lead in major markets including consumer and office; display and graphics; electronics and telecommunications; safety, security and protection services; health care; industrial and transportation. Aldara, Difflam, Duromine, Tambocor, Maxair, Metrogel-Vaginal, Minitran, Scotch, Post-it, Scotchgard, Thinsulate, Scotch-Brite, Filtrete, Command and Vikuiti are trademarks of 3M. About GTCR Golder Rauner, LLC Founded in 1980, GTCR Golder Rauner, LLC ("GTCR”) 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 may be found at www.gtcr.com.