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