Upsher-Smith Completes Acquisition of Proximagen Group plc

Supports Acceleration of CNS Strategic Intent

Upsher-Smith Completes Acquisition of Proximagen Group plc

Kovak-Likly CommunicationsElizabeth Likly, 203-762-8833

today announced that on Tuesday, August 14, 2012 it completed its acquisition of UK-based Proximagen Group plc (AIM: PRX), a European biotechnology company focused on the development and commercialization of novel therapeutics for diseases of the central nervous system (CNS) and inflammation. The acquisition was approved by Proximagen’s shareholders.

J.P. Morgan acted as financial advisor and Skadden acted as legal advisor to Upsher-Smith in connection with this transaction.

“The acquisition of Proximagen adds significantly to our scientific capabilities and supports the acceleration of our vision of becoming a leader in the CNS category,” said Mark Evenstad, President and Chief Executive Officer of Upsher-Smith. “The combination of Upsher-Smith’s clinical development and commercialization expertise with Proximagen’s research and development platform provides the opportunity to further enhance our ability to bring new therapies to market to benefit patients.”

As previously announced, the acquisition provides Upsher-Smith with a robust research and development platform for future growth. Proximagen’s pipeline contains a number of programs in various stages of development across a number of therapeutic classes including CNS, inflammation, oncology and ophthalmology.

Upsher-Smith’s central nervous system pipeline in clinical development includes USL255, an investigational extended-release topiramate for the management of epilepsy in adults, which is being studied in an ongoing international Phase III clinical trial. Upsher-Smith is also developing USL261, an investigational intranasal midazolam for the rescue treatment of seizures in patients on stable anti-epileptic drug regimens who require control of intermittent bouts of increased seizure activity, frequently referred to as seizure clusters. USL261 has been granted orphan drug designation for this use by the U.S. Food and Drug Administration and is currently in Phase III of development. Another Upsher-Smith development program involves USL260 (tonabersat), an investigational drug in Phase I of development that is a potential first-in-class neuronal gap junction modulator that is also being explored as a potential treatment for epilepsy.

Upsher-Smith, founded in 1919, is an independent and privately-owned specialty pharmaceutical company headquartered in Maple Grove, Minnesota that focuses on product growth and innovation for branded, branded-generic and generic pharmaceuticals. Upsher-Smith has a particular focus on providing therapies to assist people suffering from central nervous system diseases (including epilepsy, Parkinson's disease and Alzheimer's disease) and also produces products relating to cardiology, dermatology and women's health. In addition to products currently marketed, Upsher-Smith has an emerging neurology pipeline with three products in clinical development, two of which are in Phase III clinical trials. For more information, visit .

This release does not constitute the making of an offer to acquire any securities of Proximagen Group Plc. In addition, this release does not constitute an offer of any securities for sale in the United States or to U.S. persons. Securities may not be offered or sold in the United States or to U.S. persons absent registration or an exemption from registration. The company does not intend to register or offer its securities in the United States or to U.S. persons.

This announcement contains certain forward-looking statements with respect to Upsher-Smith and Proximagen. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as anticipate, target, expect, estimate, intend, plan, goal, believe, aim, will, may, would, could or should or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the Upsher-Smith Group or the Proximagen Group; and (iii) the effects of government regulation on the business of the Upsher-Smith Group or the Proximagen Group.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. All subsequent oral or written forward-looking statements attributable to Upsher-Smith or Proximagen or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Upsher-Smith, Proximagen or the combined business following completion of the Offer, unless otherwise stated.

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