Press Releases & Company News

Cosmo Pharmaceuticals offers to acquire BioXell

Lainate , Italy – 18 November 2009 – Cosmo Pharmaceuticals S.p.A. (SIX Swiss Exchange: COPN) announced today its intention to launch a public tender offer to acquire all outstanding shares of BioXell S.p.A. (SIX Swiss Exchange: BXLN). Simultaneously with this announcement, Cosmo has published a pre-announcement stipulating in detail the terms and conditions of its offer, the principal elements of which are as follows:

• A total purchase price of up to CHF 41.3 million (€ 27.4 million), for 100% of BioXell’s outstanding share capital, consisting of
  • CHF 15.1 million in cash;
  • 1’132’500 of newly issued Cosmo shares each with a par-value of EUR 0.25 each; and
  • 1’132’500 options each giving the holder the right to put the Cosmo shares to Cosmo at a strike price of CHF 21.00 between July 1, 2011 and 31 December 2011.
• Based upon 5’381’577 registered BioXell shares outstanding, Cosmo’s offer is equivalent to CHF 7.68 per BioXell share, equalling:
  • CHF 2.8059 in cash,
  • CHF 3.64 equivalent to 0.21044 newly issued, freely exchangeable Cosmo shares (using Cosmo’s 60-day volume-weighted average closing price), and
  • CHF 1.23 equivalent to 0.21044 in newly issued put options for Cosmo shares, using typical valuation methods for option pricing.
• A premium of 17.1% over BioXell’s volume-weighted average closing share price over the last 60 trading days.

The cash component of the offer will be increased, subject to certain conditions, based on the collection by BioXell of certain receivables or sales (if any should occur) of BioXell’s technology assets to third parties prior to closing of the Offer.

Closing of the offer will be subject to Cosmo having received acceptances representing 60% of BioXell’s outstanding share capital and to Cosmo and to certain other conditions. Cosmo’s majority shareholder, Cosmo Holding SpA, has already given its support for the offer and committed to vote in favour of the required capital increase at a shareholders meeting to be convened in December 2009.

More details of Cosmo’s proposal can be found in the pre-announcement published today. Cosmo expects to launch the offer in December. Closing of the offer is expected by the end of March 2010.

Mauro Ajani, CEO of Cosmo, commented: “Our offer represents an opportunity to increase our free float and our cash reserves faster and at competitive terms. If 100% of BioXell shares are tendered, our free float will increase by 22% to 32% improving the liquidity of our shares. Whilst we have a comfortable cash position and are profitable, the additional cash will enable us to accelerate a number of our clinical programs and put us in a stronger position to negotiate favourable terms for our un-partnered pipeline products. We look forward welcoming BioXell’s shareholders and are very pleased to offer them the opportunity to participate in the future growth of our company.”

BioXell’s board of directors has simultaneously announced today their unanimous support in favour of the proposed transaction with Cosmo and will recommend to its shareholders to accept the tender offer by Cosmo. In addition, Index Ventures and TVM Capital, who together own 19.7% in BioXell, have given undertakings to tender their shares into Cosmo's offer.

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Press / analyst conference call

Mauro Ajani, CEO of Cosmo, Chris Tanner, CFO of Cosmo, and Niels Ackermann, CEO of BioXell, will host a conference call to be held at 11 a.m. CET today (18 November 2009). To participate please use the dial-in numbers below:

The conference call will be held in English. Presentation slides are available ahead of the conference call on the websites of Cosmo (www.cosmopharmaceuticals.com) and BioXell (www.bioxell.com).

About Cosmo Pharmaceuticals
Cosmo is a speciality pharmaceutical 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 IBD, such as Ulcerative Colitis and Crohn’s Disease, and Colon Infections. Cosmo’s first MMX® product to reach the market is Lialda™ / Mezavant®, a treatment for IBD that is licensed globally to Giuliani and Shire Limited. 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. The technology is designed to deliver active ingredients in a targeted manner in the intestines.

For further information on Cosmo, please visit the company’s website: www.cosmopharmaceuticals.com

About BioXell
BioXell is a listed biopharmaceutical company focused on the discovery and development of drugs that exploit novel mechanisms of action. Following the conclusion of its Vitamin D3 related R&D activities BioXell has been looking into a number of strategic options in line with the demands of its shareholders.

BioXell was founded in 2002 as a spin-out from Roche. In June 2006, BioXell listed its shares on the main segment of the SIX Swiss Exchange. The company is located in Milan, Italy.

For further information on BioXell, please visit the company’s website: www.bioxell.com

For further information, please contact:

This document does not constitute, or form part of, any offer to purchase or sell any shares or other securities and neither it nor any part of it shall form the basis of, or be relied upon in connection with any contract or commitment whatsoever. Any decision to tender shares must be based on the official offer documents. This document does also not constitute a pre-announcement or an offering prospectus pursuant to Swiss laws or any other laws.

This press release does not constitute or form part, or all, of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities, nor shall part, or all, of these materials or their distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation to any securities. This press release contains forward-looking statements based on the currently held beliefs and assumptions of the management of Cosmo, which are expressed in good faith and, in their opinion, reasonable. Forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, financial condition, performance, or achievements of Cosmo, or industry results, to differ materially from the results, financial condition, performance or achievements expressed or implied by such forward-looking statements. Given these risks, uncertainties and other factors, recipients of this document are cautioned not to place undue reliance on these forward-looking statements. Cosmo disclaims any obligation to update these forward-looking statements to reflect future events or developments.

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