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Sucampo Pharmaceuticals, Inc.

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SUCAMPO ANNOUNCES RESULTS OF TENDER OFFER FOR R-TECH UENO

Tender Achieves Threshold and Tender Offer Period Concludes

Acquisition Expected to Close This Quarter

BETHESDA, Md., Oct. 14, 2015 (GLOBE NEWSWIRE) -- Sucampo Pharmaceuticals, Inc. (Sucampo) (NASDAQ:SCMP), a global biopharmaceutical company, today announced the results of its tender offer in Japan by Sucampo's Japanese subsidiary to purchase up to 56% of the outstanding shares of common stock of R-Tech Ueno (TSE:4573:JP) for JPY 1,900 per share.

The tender offer agent has advised Sucampo that, as of the expiration of the tender offer at 3:30 p.m. Japanese Standard Time on October 13, 2015, a total of 10,262,903 shares and 318,400 stock acquisition rights of R-Tech Ueno common stock had been validly tendered and not withdrawn, representing approximately 54% of R-Tech Ueno's outstanding shares. All shares that were validly tendered and not withdrawn during the initial offering period have been accepted for payment and funds are expected to be distributed starting on October 20, 2015.

As previously announced, Sucampo has entered into agreement with R-Tech Ueno's founders and a related entity to acquire an additional 44% of R-Tech Ueno shares for JPY 1,400 per share. The closing of this share purchase is conditioned on the settlement of the tender offer. Sucampo expects to complete this share purchase on October 20, 2015. At that point, Sucampo will control approximately 98% of R-Tech Ueno shares.

Following closing of the share purchase agreement with the founders, Sucampo intends to acquire all remaining outstanding shares of R-Tech Ueno through a squeeze-out process under Japanese law. Sucampo continues to expect to close the acquisition in the fourth quarter of 2015.
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Source: press release, 10/14/15. http://www.sucampo.com/press-release-archive/?releaseid=2096930&title=Su...

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SUCAMPO LAUNCHES TENDER OFFER TO ACQUIRE R-TECH UENO

Acquisition Expected to be Immediately Accretive

Advances Sucampo Strategy to Strengthen Financial Performance and Diversify Pipeline

Acquisition Expected to Close in Q4 2015

Company to Host Conference Call Today at 8:00 a.m. EDT

BETHESDA, Md., Aug. 26, 2015 (GLOBE NEWSWIRE) -- Sucampo Pharmaceuticals, Inc. (NASDAQ:SCMP) today announced the launch of an all-cash tender offer in Japan by Sucampo's Japanese subsidiary and the execution of a separate share purchase agreement with certain shareholders of R-Tech Ueno (TSE:4573:JP) to acquire all outstanding shares of R-Tech Ueno for a total consideration of JPY33 billion, or approximately $278 million, inclusive of approximately $54 million in cash1 and 2.5 million Sucampo shares (5.5% of shares outstanding), held by R-Tech Ueno. The purchase price reflects a 16% premium over R-Tech Ueno's one-month volume weighted average price and a 16% premium over R-Tech Ueno's three-month volume weighted average price.

Assuming a successful completion of the acquisition, for full year 2016, excluding amortization and debt costs related to the proposed transaction, Sucampo expects to achieve net income of $55 million to $60 million, earnings per share of $1.20 to $1.30, and adjusted EBITDA of $95 million to $100 million. In addition, Sucampo expects to achieve pre-tax operational synergies of approximately $5 million on an annualized basis in 2016. Sucampo does not expect the acquisition to have a material impact on 2015 results given the expected timing of transaction close.

R-Tech Ueno is a Japanese pharmaceutical company that manufactures AMITIZA® (lubiprostone) for Sucampo and Sucampo's commercialization partners, Takeda Pharmaceuticals, Mylan N.V. and Harbin Gloria Pharmaceuticals. R-Tech Ueno also receives revenue from sales of RESCULA® (unoprostone isopropyl) in Japan. In addition, the company has a diverse pipeline of drug candidates in various stages of development in gastroenterology, ophthalmology, autoimmune and inflammatory diseases, and oncology.

"This immediately accretive transaction accelerates Sucampo's growth and delivers on our strategic objectives of strengthening our financial performance and diversifying and expanding our product development pipeline," said Peter Greenleaf, Chief Executive Officer of Sucampo. "By securing a larger portion of the global economics of AMITIZA and control over the manufacturing and supply chain for the product, we will not only increase our revenues but also create the opportunity for greater efficiencies. In addition, this deal strengthens our early pipeline with product candidates across multiple different diseases of high unmet medical need, including nonalcoholic steatohepatitis (NASH) and chronic obstructive pulmonary disease (COPD). I believe that this transaction will continue to drive both the transformation of our company and increased value for our shareholders."

Strategic Benefits of the Transaction

Improved financial position and immediate accretion, with increased revenues, enhanced profitability, and stronger cash flow generation.
Manufacturing and supply chain control, with resulting efficiencies in cost of goods.
Expansion and diversification of Sucampo's pipeline for development or outlicensing, through acquisition of several assets in major therapeutic areas (gastroenterology, ophthalmology, autoimmune and inflammation, and oncology).
Terms of the Transaction

In the tender offer, which has been unanimously approved by the Board of Directors of both companies, Sucampo's Japanese subsidiary Sucampo Pharma, LLC will offer JPY1,900 per share in cash for the shares of R-Tech Ueno. The tender offer will be conducted in Japan under a tender offer registration statement filed with the Kanto Local Finance Bureau in accordance with applicable Japanese law. Sucampo is expecting to acquire 56% of the outstanding shares of R-Tech Ueno in the tender offer. Separately, Sucampo has entered into agreement with R-Tech Ueno's founders and a related entity to acquire the remaining 44% of R-Tech Ueno shares for JPY1,400 per share; the closing of this share purchase is conditioned on the closing of the tender offer. The tender offer period is expected to end on October 13, 2015, assuming the tender offer achieves the minimum acceptance threshold, regulatory approvals and other customary conditions, subject to our right to extend the offer. Following completion of the tender offer and the closing of the share purchase agreement with the founders, Sucampo will acquire all remaining outstanding shares of R-Tech Ueno not acquired through the tender offer through a squeeze-out process. The squeeze out process may take up to 13 weeks to complete. The aggregate acquisition price of R-Tech Ueno will be approximately $278 million. Sucampo expects to close the acquisition in the fourth quarter of 2015.

Financing

Sucampo intends to finance the acquisition of R-Tech Ueno through a term loan of $250 million committed by Jefferies Finance LLC as well as cash on hand. Jefferies Finance LLC is acting as sole lead bookrunner and sole lead arranger of the financing.

Moelis & Company LLC served as Sucampo's exclusive financial advisor; Cooley LLP served as U.S. legal advisor; Mori, Hamada & Matsumoto served as Japanese legal advisor; and PricewaterhouseCoopers served as tax and diligence advisor to Sucampo. Nomura Securities International, Inc., is acting as tender offer agent.

Company to Host Conference Call Today

Sucampo will host a conference call and webcast today at 8:00 am EDT. To participate on the live call, please dial 866-318-8617 (domestic) or 617-399-5136 (international) and use passcode 81159147, five to ten minutes ahead of the start of the call. A replay of the call will be available within a few hours after the call ends. Investors may listen to the replay by dialing 888-286-8010 (domestic) or 617-801-6888 (international), passcode 60462485. Investors interested in accessing the live audio webcast of the teleconference may do so at http://www.sucampo.com/investors and should log on before the teleconference begins in order to download any software required. The archive of the teleconference will remain available for 30 days.
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Source: press release, 8/26/15. http://www.sucampo.com/press-release-archive/?releaseid=2082038&title=Su...

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Compound/DeviceSpecialtyIndicationCompound ClassTarget
Portfolio of compounds.N/AN/AN/AN/A

Mechanism of action: N/A

Phase of Development: N/A

Event Type: Corporate: Merger and Acquisition Closing

Dates: 2015-10-19 - 2015-12-31

Results:

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SUCAMPO COMPLETES ACQUISITION OF R-TECH UENO

Immediately Accretive to Revenue, Earnings and Operating Cash Flows

Delivers Greater Manufacturing and Supply Chain Control

Expands Sucampo's Product Pipeline

ROCKVILLE, Md., Dec. 7, 2015 (GLOBE NEWSWIRE) -- Sucampo Pharmaceuticals, Inc. (Sucampo) (NASDAQ:SCMP), a global biopharmaceutical company, today announced the completion of its acquisition of R-Tech Ueno (TSE:4573:JP) and all remaining outstanding shares. Sucampo acquired R-Tech Ueno for 32.8 billion Japanese Yen (JPY), or approximately $275 million.

"We believe that, through this immediately accretive transaction, we've created value for our shareholders by positioning ourselves for revenue growth in the near-term and laying the groundwork for continued financial performance in the future," said Peter Greenleaf, Chief Executive Officer of Sucampo. "We have now secured a larger portion of the global economics of AMITIZA® and greater control over the manufacturing and supply chain for the product. In addition, we have acquired several new product candidates across multiple disease areas, including two vascular adhesion protein inhibitors, which could be of significant value to Sucampo as either a part of our internal pipeline or as candidates for partnering."

Moelis & Company LLC served as Sucampo's exclusive financial advisor; Cooley LLP served as U.S. legal advisor; Mori, Hamada & Matsumoto served as Japanese legal advisor; and PricewaterhouseCoopers served as tax and diligence advisor to Sucampo. Nomura Securities International, Inc. acted as tender offer agent.
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Source: press release, 12/07/15. http://www.sucampo.com/press-release-archive/?releaseid=2120478&title=Su...

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