April 26, 2017 - Epigenomics AG (FSE: ECX; OTCQX: EPGNY) (“Epigenomics” or “Company”), Cathay Fortune International Company Limited (“CFIC”) and Blitz F16-83 GmbH (in the future Summit Hero Holding GmbH, “Bidder”), a subsidiary of CFIC, have tonight entered into a business combination agreement (“BCA”) regarding the takeover of Epigenomics by the Bidder. Other than by CFIC, the Bidder will also be indirectly owned by the largest current shareholder of Epigenomics, Biochain, the strategic partner of Epigenomics and a subsidiary of Team Curis Group.
Pursuant to the BCA, the Bidder has agreed to launch a voluntary public takeover offer pursuant to the German Takeover Act (Wertpapiererwerbs- und Übernahmeangebot - WpÜG) to acquire all of the outstanding ordinary shares of Epigenomics (“Takeover Offer”).
Under the terms of the BCA, Epigenomics shareholders will be offered 7.52 Euros in cash per each ordinary share. The transaction values Epigenomics’ equity, including net cash, at approximately 171 million Euros and reflects a 49.4% premium to the 3-month volume weighted average share price of 5.03 Euros (as published by Bloomberg.com) prior to announcement and a 51.9% premium to yesterday’s XETRA-closing price of 4.95 Euros. The offer shall be subject to certain closing conditions, including regulatory approval and a minimum acceptance threshold of 75% of all of Epigenomics’ outstanding shares.
The BCA sets out the purpose and the principal terms of the transaction and the future strategy. The Bidder and CFIC intend to support Epigenomics’ strategy going forward and to promote the business growth of the Company and its position within its area of expertise. In this regard and in order to finance the short-term working capital requirements of Epigenomics, the Bidder and CFIC have agreed to invest, upon the request of Epigenomics and subject to certain conditions, a cash amount of up to about 6.46 million Euros in the Company.
The Bidder and CFIC also intend to maintain the locations of the business operations of the Company’s Group and its main business activities at significant locations, including the Company’s headquarter in Berlin. The current workforce of Epigenomics is not intended to be reduced as a consequence of the transaction.
In the event the takeover is successful, the Bidder and CFIC intend to keep the current members of the executive board in place, with Greg Hamilton as CEO of Epigenomics and Dr. Uwe Staub as COO. After closing of the transaction, the Bidder and CFIC plan to amend the composition of the Supervisory Board in order to reflect at least their ownership position in Epigenomics.
The Takeover Offer to the shareholders of Epigenomics will be submitted on the basis of an offer document that is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin). The Executive Board and the Supervisory Board of Epigenomics will issue a reasoned statement on the Takeover Offer pursuant to section 27 German Takeover Act without undue delay following publication of the offer document. Subject to fulfilling all of their legal duties in connection with the review of the offer document, the Executive Board and the Supervisory Board of Epigenomics will recommend the shareholders of Epigenomics to accept the Takeover Offer.
Contact:
Epigenomics AG, Investor Relations, Peter Vogt, Geneststrasse 5, 10829 Berlin, Tel +49 (0) 30 24345 386, Fax +49 (0) 30 24345 555, E-Mail: ir@epigenomics.com
Information and Explanation of the Issuer to this News:
About Epigenomics
Epigenomics is a molecular diagnostics company focused on blood-based detection of cancers using its proprietary DNA methylation biomarker technology. The company develops and commercializes diagnostic products across multiple cancer indications with high medical need. Epigenomics’ lead product, Epi proColon(R), is a blood-based screening test for the detection of colorectal cancer. Epi proColon has received approval from the U.S. Food and Drug Administration (FDA) and is currently marketed in the United States, Europe, and China and selected other countries. Epigenomics’ second product, Epi proLung(R), is in development as a blood-based test for lung cancer detection.
