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Biotech Cosmo Pharmaceuticals S.p.A. Aims to Buy Rival BioXell S.p.A. for $41 Million


11/18/2009 8:29:06 AM

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Milan, Italy, 18 November 2009 - BioXell S.p.A. announced today that it has entered into a transaction agreement (Agreement) with Cosmo Pharmaceuticals S.p.A., headquartered in Lainate, Italy, under which the parties have agreed on the terms and conditions according to which Cosmo will launch a public tender offer (Offer) for all outstanding shares of BioXell.

Pursuant to the terms of the Agreement, BioXell’s shareholders will be offered, in the aggregate (for 100% of BioXell’s shares outstanding): • 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 a value of CHF 7.68 per BioXell share, consisting of CHF 2.8059 in cash, CHF 3.64 in Cosmo shares (using Cosmo’s 60-day volume-weighted average closing price) and CHF 1.23 in put option value. The offer price represents a premium of 17.1% over BioXell’s volume-weighted average closing price over the last 60 days.

In addition, subject to certain conditions, Cosmo will increase the cash component of the consideration if at the time of settlement of the Offer BioXell has entered into any agreements with third parties for the sale of technology assets for cash, or received payment of certain receivables.

Cosmo expects to launch the Offer in December 2009. The Offer is expected to be closed by the end of March 2010, subject to an acceptance rate at the end of the offer period of at least 60% of BioXell’s outstanding share capital and to the satisfaction of certain other conditions. Index Ventures and TVM Capital, together holding 19.7% of BioXell’s outstanding share capital, have agreed to tender their shares in the Offer, subject to no superior offer being received before or during the term of the Offer.

After a thorough review of the terms of the proposed Offer, BioXell’s Board of Directors has concluded unanimously that Cosmo’s intended acquisition is in the best interests of BioXell’s shareholders. The Board of Directors therefore supports the Offer.

Prof. Thomas Szucs, chairman of the Board of Directors of BioXell, commented “Following disappointing Phase IIb results with the Company’s lead compound Elocalcitol earlier this year, we conducted a comprehensive and careful review of all available strategic options. Based on that review, we have concluded that the best available option for shareholders is for BioXell to be acquired by Cosmo according to the proposed terms. The proposed Offer returns to shareholders a significant portion of BioXell’s cash, while also giving them an opportunity to participate in the development of a profitable specialty pharmaceutical company at full down-side protection. And if there is any incremental value to be realized from BioXell’s remaining technology, then that will also be for the benefit of BioXell shareholders.”

More details of the Offer are described in the pre-announcement published today by Cosmo, downloadable on its website (www.cosmopharmaceuticals.com). Full details of the Offer will be disclosed in the offer document, expected to be published in December 2009.

Media and Analyst Conference Today, 18 November 2009 at 11a.m. (CET), BioXell and Cosmo will host a media and analyst conference call to discuss the planned acquisition. Participation is possible using the following dial-in numbers:

Continental Europe +41 91 610 56 00 UK +44 207 107 06 11

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.

More information on BioXell can be found at: www.bioxell.com

About Cosmo Cosmo is a specialty 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 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.

More information on Cosmo can be found at: www.cosmopharmaceuticals.com

For further information, please contact: BioXell Dynamics Group SA Alvise Sagramoso, Chief Administrative Officer Christophe Lamps Tel: +39 (0)2 210 49 550 Tel: +41 (0)22 308 62 22 Fax: +39 (0)2 700 59 926 Fax: +41 (0)22 308 62 36 alvise.sagramoso@bioxell.com cla@dynamicsgroup.ch

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