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3/1/2010 11:53:19 AM
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
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