Press Releases & Company News

Cosmo Pharmaceuticals S.p.A. launches IPO on the SWX Swiss Exchange

Not for release, publication or distribution in the United States of America,
Canada, Japan or Australia

Cosmo Pharmaceuticals S.p.A. launches IPO on the SWX Swiss Exchange

Lainate, Italy – 26 February 2007 – Cosmo Pharmaceuticals, a specialty pharma company that aims to become a global leader in optimised therapies for certain gastro intestinal (GI) diseases, today announced details of its planned initial public offering on the SWX Swiss Exchange. Up to 3,419,130 primary shares will be placed and up to an additional 512,870 primary shares may be placed if the over-allotment option is exercised within 30 days following the first trading day. The price range per share being offered will be between CHF 22 and CHF 28. The market capitalisation will amount to approximately CHF 321.6m to CHF 409.3m without the over-allotment option being exercised. The offering consists of a public offering in Switzerland and an offering to institutional investors outside Switzerland and outside the United States of America pursuant to Regulation S of the U.S. Securities Act of 1933. Cosmo and its majority shareholder, Cosmo Holding S.p.A., have agreed to a lock-up for a period of 365 days and the other existing shareholders to a lock-up for a period of 6 months from the first trading day.

Bookbuilding is expected to commence on 26 February 2007 and to be concluded on 7 March 2007 by 5p.m. (CET). The offer price and the number of offered shares is expected to be published on 8 March 2007. Trading on the main segment of the SWX Swiss Exchange is scheduled to begin on 12 March 2007 at approximately 11a.m. (CET). Lehman Brothers International (Europe) Ltd. and Bank Sal. Oppenheim Jr. & Cie. (Switzerland) Ltd. are acting as Joint Global Co-ordinators and Joint Bookrunners.

Mauro Ajani, CEO of Cosmo, stated: “Since founding Cosmo in 1997, we have built up significant expertise in the development of therapies for gastrointestinal diseases. Our goal has always been to leverage our entrepreneurial spirit and business knowhow, based on our cash generative manufacturing business, to develop treatments to address unmet medical needs. The SWX Swiss Exchange, with its exceptionally strong life sciences sector, is our market of choice. I am proud to present Cosmo Pharmaceuticals as a new investment opportunity with a robust, late-stage and primarily low-risk product portfolio to institutional and private investors.”

Chris Tanner, CFO, added: “Proceeds from the IPO are planned to be used primarily to finance the development of our product pipeline which uses the company’s proprietary MMXTM technology. The injection of new capital will enable Cosmo to retain control of its projects from preclinical development to commercialisation and to leverage the manufacturing business in order to further enhance growth. Proceeds from the IPO may also be used to purchase licenses or acquire new products and molecules, and to buy or build a U.S. sales and marketing organization.”

Cosmo’s most advanced product is LIALDA™/MEZAVANT™(mesalamine) with MMXTM technology, a once-daily oral treatment for mild-to-moderate ulcerative colitis, licensed globally to Giuliani and Shire plc. Shire plc received U.S. Food and Drug Administration (FDA) approval for LIALDA™ on 16 January 2007. LIALDA™/MEZAVANT ™ is based on the company’s proprietary MMXTM technology, which allows the oral delivery of active pharmaceutical ingredients into the lumen of the colon, in a delayed and controlled extent. In addition, Cosmo has one un-partnered product in phase III of clinical development and two un-partnered products in phase II of clinical development, all focused on the treatment of Inflammatory Bowel Diseases (IBD) and colon infections. Cosmo also has three products currently being marketed in Italy through third parties. The broad yet focused nature of Cosmo’s pipeline allows the company to evaluate the full range of commercialisation strategies for its products. In addition, Cosmo provides drug formulation and manufacturing services to international pharmaceutical clients from its facilities in Lainate, Milan.

About Cosmo Pharmaceuticals
Cosmo is a speciality pharma company that aims to become a global leader in optimised therapies for certain gastrointestinal diseases. The company’s proprietary clinical development pipeline specifically addresses innovative treatments for inflammatory bowel diseases (IBD), such as ulcerative colitis and Crohn’s disease, and colon infections. Cosmo’s most advanced development product is LIALDA™/ MEZAVANT™, a treatment for mild-to-moderate ulcerative colitis that is licensed globally to Giuliani and Shire plc. Cosmo’s proprietary MMX™ technology is at the core of the company’s product pipeline and was developed from its expertise in formulating and manufacturing gastrointestinal drugs for international clients at its GMP (Good Manufacturing Practice) facilities in Lainate, Italy. More on www.cosmopharmaceuticals.com

For more information please contact
Dr. Chris Tanner, CFO and Head of Investor Relations
Cosmo Pharmaceuticals S.p.A.
Tel: +39 02 9333 7614

Not for release, publication or distribution in the United States of America,
Canada, Japan or Australia

This document does neither constitute an offer to buy or to subscribe to shares of COSMO Pharmaceuticals S.p.A. nor a prospectus within the meaning of the applicable Swiss law. Investors should make their decision to buy or to subscribe to shares solely based on the official offering and listing prospectus. Investors are furthermore advised to consult their bank or financial adviser.

This publication may contain specific forward-looking statements, e.g. statements including terms like "believe", "assume", "expect" or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed in these statements. Against the background of these uncertainties readers should not rely on forward-looking statements. The company assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

This document is not being issued in the United States of America and should not be distributed or otherwise transmitted in the United States or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the Securities Act )) or publications with a general circulation in the United States. This document does not constitute an offer or invitation to subscribe for or purchase any securities. The securities of COSMO Pharmaceuticals S.p.A. have not been and will not be registered under the Securities Act and are not being offered or sold 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 applicable exemption from the registration requirements of the Securities Act.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995. No prospectus offering securities to the public will be published in the United Kingdom.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order ) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as relevant persons ). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This document constitutes neither an offer to sale nor an invitation or solicitation to buy securities in Italy and does not constitute a public offering under the meaning of sections 1, item t) and 94(1) of the Legislative Decree n. 58 of 24 February 1998. The securities referred to herein cannot be offered, distributed, marketed, promoted or solicited in Italy to investors other than "Professional Investors" as defined by Articles 25 and 31(2) of Consob s Regulation No. 11522 of 1 July 1998, as amended, (including, inter alia, investment firms, ("SIMs"), banks authorized to provide investment services, stockbrokers, SICAVs, pension funds, insurance companies, entities enrolled in the register referred to in Articles 106, 107 and 113 of the Legislative Decree 385 of 1 September 1993, financial salesmen, individuals possessing the professionalism requirements referred to in Article 31(2) of the Regulation No. 11522, legal persons stating to have specific expertise and experience in financial transactions) without Consob's prior authorization. COSMO Pharmaceuticals S.p.A. intends neither to carry out a public offering of the securities in Italy nor to apply for the relevant Consob's authorization. This press release is not directed to Italian residents other than Professional Investors as defined above.

Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the Prospectus Directive ) is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.

The securities described herein will be offered publicly in Switzerland only. The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

Stabilization/FSA

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