Press Releases & Company News
Download the PDF version:
EN
|
DE
|
IT
|
FR
Cosmo Pharmaceuticals announces preliminary end result of its tender offer for BioXell
Lainate, Italy, 1 March 2010 – Cosmo
Pharmaceuticals S.p.A., Lainate, Milano (I)
(“Cosmo”; SIX Swiss Exchange: COPN)
announces that as of the end of the additional acceptance period on
26 February 2010, Cosmo (subject to the execution of the Offer)
holds 98.96 percent of the shares respectively voting rights of
BioXell S.p.A, Milano (I)
(“BioXell”).
Until the end of the additional acceptance period on 26 February
2010, 5,325,713 shares of BioXell with a par value of EUR 5 each
(“BioXell Shares”) have been tendered
under the public tender offer of 8 December 2009 made to the
shareholders of BioXell (“Offer”).
This corresponds to 98.96 percent of all BioXell Shares,
respectively of all shares, which the Offer refers to. Aside from
the BioXell Shares tendered under the Offer, Cosmo did not acquire
any BioXell Shares or any other equity securities. Thus, as of the
end of the additional acceptance period and subject to the
execution of the Offer, Cosmo (including the persons acting in
concert with Cosmo) holds a total of 5,325,713 BioXell Shares
corresponding to 98.96 percent of the shares respectively voting
rights of BioXell.
This result is provisional and is subject to the final
evaluation of the declarations of acceptance of the shareholders of
BioXell. Cosmo will publish the final end result on 4 March
2010.
Condition a. in Section B.11 of the Offer prospectus is met and
Cosmo has waived the fulfilment of condition b. in Section B.11 of
the Offer prospectus. Conditions c. to e. in Section B.11 of the
Offer prospectus apply until the execution of the Offer.
The offer consideration per BioXell share amounts to (i) CHF
2.8059 in cash, (ii) 0.21044 shares in Cosmo, (iii) 0.21044 options
to sell shares in Cosmo (one option entitles to sell one share) to
Cosmo at a price of CHF 21 each, exercisable during the exercise
period starting on 1 July 2011 and ending on 31 December 2011
(provided, however, that the put option shall lapse upon the
settlement of a public cash offer for all outstanding shares in
Cosmo at an offer price of CHF 21 or higher), and (iv) the possible
supplement consideration defined under section B.3.d) of the Offer
prospectus. Information regarding the supplement consideration as
defined in Section B.3.d) of the Offer prospectus will probably be
published on 10 March 2010.
Subject to conditions c. to e. in section B.11 and a possible
postponement of the execution of the Offer according to section
B.11 of the Offer prospectus, the execution of the Offer will take
place on 11 March 2010. Currently, it is to be expected that
conditions c. to e. in section B.11 of the Offer prospectus will be
met in due time prior to the execution of the Offer, and that no
postponement of the execution will be necessary.
All information on the tender Offer of Cosmo Pharmaceuticals
including the Offer prospectus can be viewed under
www.cosmopharmaceuticals.com.
About Cosmo Pharmaceuticals
Cosmo is a speciality pharmaceutical company that aims to become a
global leader in optimised therapies for selected Gastrointestinal
and topically treated Skin Disorders. 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 that has reached 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:
Most computers will open PDF documents automatically, but you may need to download Adobe Reader.