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Cosmo Pharmaceuticals S.p.A. Publishes Public Tender Offer For BioXell S.p.A.


12/8/2009 11:29:23 AM

Lainate, Italy – 8 December 2009 – Cosmo Pharmaceuticals S.p.A. (SIX Swiss Exchange: COPN) announced today that it published its public tender offer to acquire all outstanding shares of BioXell S.p.A. (SIX Swiss Exchange: BXLN). The principal elements are identical to those published in the pre-announcement and are as follows:

• A total purchase price of up to CHF 41.3 million (€ 27.4 million), for 100% of BioXell’s outstanding share capital, consisting of

o CHF 15.1 million in cash;

o 1’132’500 of newly issued Cosmo shares each with a par-value of EUR 0.25 each; and

o 1’132’500 options each giving the holder the right to put the Cosmo shares to Cosmo at a strike price of CHF 21.00 between July 1, 2011 and 31 December 2011.

• Based upon 5,381,577 registered BioXell shares outstanding, Cosmo’s offer is equivalent to CHF 7.68 per BioXell share, equalling:

o CHF 2.8059 in cash,

o CHF 3.64 equivalent to 0.21044 newly issued, freely exchangeable Cosmo shares (using Cosmo’s 60-day volume-weighted average closing price), and

o CHF 1.23 equivalent to 0.21044 in newly issued put options for Cosmo shares, using typical valuation methods for option pricing.

• A premium of 17.1% over BioXell’s volume-weighted average closing share price over the last 60 trading days.

Closing of the offer will be subject to Cosmo having received acceptances representing 60% of BioXell’s outstanding share capital and to certain other conditions. Cosmo’s majority shareholder, Cosmo Holding S.p.A., has already given its support for the offer and committed to vote in favour of the required capital increase at a shareholders meeting to be convened on 14 December 2009. Closing of the offer is expected by the end of March 2010.

About Cosmo Pharmaceuticals

Cosmo is a speciality 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. For further information on Cosmo, please visit the company’s website: www.cosmopharmaceuticals.com



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