BioXell Supports Planned Acquisition by Cosmo Pharmaceuticals

19-Nov-2009

BioXell S.p.A. announced that it has entered into a transaction agreementwith Cosmo Pharmaceuticals S.p.A., 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.

https://www.bionity.com/en/news/109650/bioxell-supports-planned-acquisition-by-cosmo-pharmaceuticals.html