BioXell Supports Planned Acquisition by Cosmo Pharmaceuticals
(Thomson Reuters ONE) - Corporate news announcement processed and transmitted by Hugin AS.The issuer is solely responsible for the content of this announcement. ------------------------------------------------------------------------------------ * Public tender offer expected to be launched by Cosmo in December * Offer valued at CHF 7.68 per BioXell share * Unanimous support of BioXell's Board of Directors * Closing expected by end of March 2010Milan, Italy, 18 November 2009 - BioXell S.p.A. (SIX Swiss Exchange:BXLN) announced today that it has entered into a transactionagreement (Agreement) with Cosmo Pharmaceuticals S.p.A. (SIX SwissExchange: COPN), headquartered in Lainate, Italy, under which theparties have agreed on the terms and conditions according to whichCosmo will launch a public tender offer (Offer) for all outstandingshares of BioXell.Pursuant to the terms of the Agreement, BioXell's shareholders willbe offered, in the aggregate (for 100% of BioXell's sharesoutstanding): * CHF 15.1 million in cash, * 1,132,500 newly issued and registered Cosmo shares, and * 1,132,500 put options (to be listed and freely tradable), each entitling its holder to sell one Cosmo share to Cosmo at a price of CHF 21.00 between 1 July 2011 and 31 December 2011.Including the full time value of the put option, the Offer has avalue of CHF 7.68 per BioXell share, consisting of CHF 2.8059 incash, CHF 3.64 in Cosmo shares (using Cosmo's 60-day volume-weightedaverage closing price) and CHF 1.23 in put option value. The offerprice represents a premium of 17.1% over BioXell's volume-weightedaverage closing price over the last 60 days.In addition, subject to certain conditions, Cosmo will increase thecash component of the consideration if at the time of settlement ofthe Offer BioXell has entered into any agreements with third partiesfor the sale of technology assets for cash, or received payment ofcertain receivables.Cosmo expects to launch the Offer in December 2009. The Offer isexpected to be closed by the end of March 2010, subject to anacceptance rate at the end of the offer period of at least 60% ofBioXell's outstanding share capital and to the satisfaction ofcertain other conditions. Index Ventures and TVM Capital, togetherholding 19.7% of BioXell's outstanding share capital, have agreed totender their shares in the Offer, subject to no superior offer beingreceived before or during the term of the Offer.After a thorough review of the terms of the proposed Offer, BioXell'sBoard of Directors has concluded unanimously that Cosmo's intendedacquisition is in the best interests of BioXell's shareholders. TheBoard of Directors therefore supports the Offer.Prof. Thomas Szucs, chairman of the Board of Directors of BioXell,commented "Following disappointing Phase IIb results with theCompany's lead compound Elocalcitol earlier this year, we conducted acomprehensive and careful review of all available strategic options.Based on that review, we have concluded that the best availableoption for shareholders is for BioXell to be acquired by Cosmoaccording to the proposed terms. The proposed Offer returns toshareholders a significant portion of BioXell's cash, while alsogiving them an opportunity to participate in the development of aprofitable specialty pharmaceutical company at full down-sideprotection. And if there is any incremental value to be realized fromBioXell's remaining technology, then that will also be for thebenefit of BioXell shareholders."More details of the Offer are described in the pre-announcementpublished today by Cosmo, downloadable on its website(www.cosmopharmaceuticals.com). Full details of the Offer will bedisclosed in the offer document, expected to be published in December2009.Media and Analyst ConferenceToday, 18 November 2009 at 11a.m. (CET), BioXell and Cosmo will hosta media and analyst conference call to discuss the plannedacquisition. Participation is possible using the following dial-innumbers:Continental Europe +41 91 610 56 00UK +44 207 107 06 11About BioXellBioXell is a listed biopharmaceutical company focused on thediscovery and development of drugs that exploit novel mechanisms ofaction. Following the conclusion of its Vitamin D3 related R&Dactivities BioXell has been looking into a number of strategicoptions 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 SwissExchange. The company is located in Milan, Italy.More information on BioXell can be found at: www.bioxell.comAbout CosmoCosmo is a specialty pharmaceutical company that aims to become aglobal leader in optimised therapies for certain GastrointestinalDiseases. The company's proprietary clinical development pipelinespecifically addresses innovative treatments for IBD, such asUlcerative Colitis and Crohn's Disease, and Colon Infections. Cosmo'sfirst MMX(TM) product that has reached the market is Lialda(TM) /Mezavant®, a treatment for IBD that is licensed globally to Giulianiand Shire Limited. Cosmo's proprietary MMX® technology is at the coreof the company's product pipeline and was developed from itsexpertise in formulating and manufacturing gastrointestinal drugs forinternational clients at its GMP (Good Manufacturing Practice)facilities in Lainate, Italy. The technology is designed to deliveractive ingredients in a targeted manner in the intestines.More information on Cosmo can be found at:www.cosmopharmaceuticals.comFor further information, please contact:BioXell Dynamics Group SAAlvise Sagramoso, Chief Administrative Christophe LampsOfficerTel: +39 (0)2 210 49 550 Tel: +41 (0)22 308 62 22Fax: +39 (0)2 700 59 926 Fax: +41 (0)22 308 62 36alvise.sagramoso(at)bioxell.com cla(at)dynamicsgroup.chCosmoDr. Chris Tanner, CFO and Head of Investor RelationsTel: +39 (0)2 9333 7617chris.tanner(at)cosmopharmaceuticals.comThis press release can be downloaded at www.bioxell.com.DisclaimerThis document does not constitute, or form part of, any offer topurchase or sell any shares or other securities and neither it norany part of it shall form the basis of, or be relied upon inconnection with any contract or commitment whatsoever. Any decisionto tender shares must be based on the official offer documents. Thisdocument does also not constitute a pre-announcement or an offeringprospectus pursuant to Swiss laws or any other lawsThis press release does not constitute or form part, or all, of anyoffer or invitation to sell or issue, or any solicitation of anyoffer 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 investmentdecision in relation to any securities. This press release containsforward-looking statements based on the currently held beliefs andassumptions of the management of BioXell, which are expressed in goodfaith and, in their opinion, reasonable. Forward-looking statementsinvolve known and unknown risks, uncertainties and other factors,which may cause the actual results, financial condition, performance,or achievements of BioXell, or industry results, to differ materiallyfrom the results, financial condition, performance or achievementsexpressed or implied by such forward-looking statements. Given theserisks, uncertainties and other factors, recipients of this documentare cautioned not to place undue reliance on these forward-lookingstatements. BioXell disclaims any obligation to update theseforward-looking statements to reflect future events or developments.http://hugin.info/133681/R/1355742/329212.pdfhttp://hugin.info/133681/R/1355742/329213.pdfhttp://hugin.info/133681/R/1355742/329214.pdf --- End of Message ---bioXell S.p.Avia Olgettina 58 Milan ItalyWKN: A0J3MW; ISIN: IT0004069933 ; Listed: Main Market in SIX Swiss Exchange;
Datum: 18.11.2009 - 07:00 Uhr
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