Tercica, Inc. (NASD: TRCA) announced that they have entered into a definitive merger agreement with Ipsen, S.A. (Euronext: IPN). The merger states an affiliate of Ipsen will acquire all of the shares of Tercica common stock that Ipsen doesn’t already own at a price of $9.00 per share in cash, valuing Tercica at approximately $663 million. The transaction still has to be approved by Tercica’s shareholders, who hold a majority of the company’s outstanding common stock, but the board of directors unanimously approved the deal.

As of now, Ipsen and their affiliates own approximately 25.3% of the outstanding Tercica common stock. Ipsen has agreed to exercise their outstanding Tercica warrant and convert their Tercica convertible notes promptly following today’s agreement. Following the conversion, Ispen and their affiliates have agreed to vote their Tercica shares in favor of the merger, as well as a number of Tercica’s stockholders.

“The combination of Ipsen’s and Tercica’s development and product portfolios provides the opportunity to create a leading global endocrinology company,” stated John A. Scarlett, CEO of Tercica. “We believe this transaction recognizes the value we have created at Tercica and provides our stockholders with attractive financial terms.”

The cash offering includes a 104% premium to Tercica’s closing price on June 4, 2008 and a 74% premium to the volume-weighted average closing share price during the last three months. A special committee to Tercica’s board of directors was advised by independent legal and financial advisors who have approved the merger agreement and recommended that Tercica’s stockholders vote to approve the merger.

Ipsen is an international specialty pharmaceutical group that currently has over 20 products on the market and employs a staff of 4,000 worldwide. The company’s strategy is built upon the combination of specialty products that target therapeutic areas such as oncology, endocrinology, and neuromuscular disorders, and primary care products which contribute significantly to their research financing.

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