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COSMO PHARMACEUTICALS N.V. AND CASSIOPEA S.P.A. PUBLISH DEFINITIVE FINAL RESULTS OF PUBLIC EXCHANGE OFFER FOR ALL PUBLICLY HELD SHARES OF CASSIOPEA S.P.A.

Posted on by

Cosmo Pharmaceuticals N.V. / Key word(s): Takeover

07-Dec-2021 / 06:01 GMT/BST

Release of an ad hoc announcement pursuant to Art. 53 LR

The issuer is solely responsible for the content of this announcement.

Ad hoc announcement pursuant to Art. 53 LR

Dublin, Ireland and Lainate, Italy – 7 December 2021 – Cosmo Pharmaceuticals N.V. (SIX: COPN) (“Cosmo”) and Cassiopea S.p.A. (SIX: SKIN) (“Cassiopea”) today announced the definitive final results for the public exchange offer by Cosmo in accordance with articles 125 et seq. of the Federal Act on Financial Markets Infrastructure and Market Conduct in Securities and Derivatives Trading of 19 June 2015 for all publicly held registered shares in Cassiopea (“Offer”). 

Upon expiration of the additional acceptance period on 2 December 2021, 16:00 (CET), the definitive final results indicate that a total of 5’366’250 Cassiopea shares have been tendered to Cosmo under the Offer, amounting to approximately 93.4% of the Cassiopea shares covered by the Offer, which together with the Cassiopea shares already held by Cosmo equates to approximately 96.5% of the Cassiopea shares currently issued.

The settlement of the Offer is currently expected to take place on 17 December 2021. The payment of the cash compensation for any fractional shares is expected to take place on 23 December 2021.

The Offer is subject to the offer restrictions set out in the offer prospectus dated 4 October 2021. 

About Cosmo Pharmaceuticals
Cosmo is a specialty pharmaceutical company focused on developing and commercialising products to treat selected gastrointestinal disorders and improve endoscopy quality measures through aiding the detection of colonic lesions. Cosmo has also developed medical devices for endoscopy and has a partnership with Medtronic for the global distribution of GI Genius(TM) its artificial intelligence device that uses artificial intelligence to help detect potential signs of colon cancer. Cosmo has licensed Aemcolo(R) to Red Hill Biopharma Ltd. for the US and has licensed Relafalk(R) to Dr. Falk Gmbh for the EU and other countries. For additional information on Cosmo and its products please visit the Company’s website: www.cosmopharma.com

About Cassiopea
Cassiopea is a specialty pharmaceutical company developing and preparing to commercialize prescription drugs with novel mechanisms of action (MOA) to address long-standing and essential dermatological conditions, particularly acne, androgenetic alopecia (or AGA) and genital warts. Cassiopea is investing in innovation that is driving scientific advancement in areas that have been largely ignored for decades. The portfolio comprises four unencumbered clinical candidates, for which Cassiopea owns the worldwide rights. The Company’s strategy is to leverage this expertise to optimize the commercial potential for its products directly or with partners. For further information on Cassiopea, please visit www.cassiopea.com.

Contact
Niall Donnelly, CFO & Head of Investor Relations
Cosmo Pharmaceuticals N.V.                                  
Tel: +353 1 817 03 70
ndonnelly@cosmopharma.com

 Diana Harbort, CEO & Head of Investor Relations
Cassiopea S.p.A.
Tel: +39 02 868 911 24,
dharbort@cassiopea.com

Disclaimer

This communication (the “Communication”) has been prepared by Cosmo Pharmaceuticals N.V. (‘Cosmo” and together with its subsidiaries, “we”, “us” or the “Group”) solely for informational purposes and has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of any of the Group. Cosmo reserves the right to amend or replace the Communication at any time, and undertakes no obligation to provide the recipients with access to any additional information. Cosmo shall not be obligated to update or correct the information set forth in the Communication or to provide any additional information. Nothing in this Presentation is, or should be relied upon as, a promise or representation as to the future.

Certain statements in this Communication are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results may differ from those set forth in the forward looking statements as a result of various factors (including, but not limited to, future global economic conditions, changed market conditions, intense competition in the markets in which the Group operates, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting the Group’s markets, and other factors beyond the control of the Group). Neither Cosmo nor any of its respective directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the date of this Communication. Statements  contained in this Communication regarding past trends or events should not be taken as a representation that such trends or events will continue in the future. 

This Communication does not constitute or form part of, and should not be construed as, an offer or invitation or inducement to subscribe for, underwrite or otherwise acquire, any securities of Cosmo, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Group, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This Communication constitutes neither an offer to sell nor a solicitation to buy securities of Cosmo and it does not constitute a prospectus or similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act or a prospectus pursuant to the laws of any other jurisdiction. This Communication may be considered to be marketing material. The offer [and listing] will be made solely by means of, and on the basis of, a prospectus which is to be published. An investment decision regarding the publicly offered securities of Cosmo should only be made on the basis of the prospectus. The prospectus is expected to be published on or around 4 October 2021 and will be available free of charge at https://www.cosmopharma.com/investors.

United States of America

The securities described in this Communication have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the U.S., except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Neither this document nor the exchange offer described herein constitutes an offer to sell or the solicitation of an offer to buy any securities in the U.S. or in any other jurisdiction in which such an offer or solicitation would be unlawful. Cosmo Pharmaceuticals N.V. will not register or make a public offer of its securities, or otherwise conduct any public tender offer, in the U.S. In the U.S., this document is being provided to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) only on a confidential basis. Neither the United States Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved the Offering of the shares or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offence in the United States. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF COSMO SHARES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE US SECURITIES ACT PROVIDED BY RULE 144A.

By tendering securities of Cassiopea S.p.A. into this offer, you will be deemed to represent that you (x) (a) are not a U.S. person, (b) are not acting for the account or benefit of any U.S. person, and (c) are not in or delivering the acceptance from, the United States or (y) you are a “qualified institutional buyer” as that term is used in Rule 144A under the U.S. Securities Act.

United Kingdom

This Communication is directed only at persons in the U.K. who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order), (ii) are persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Australia, Canada, Japan

This Communication is not addressed to shareholders of Cassiopea S.p.A. whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the offer.

European Economic Area

The offer set out in this Communication (the Offer) is only being made within the European Economic Area (EEA) pursuant to an exemption under Regulation (EU) 2017/1129 (as amended and together with any applicable adopting or amending measures in any relevant member state (as defined below), the Prospectus Regulation), as implemented in each member state of the EEA (each a relevant member state), from the requirement to publish a prospectus that has been approved by the competent authority in that relevant member state and published in accordance with the Prospectus Regulation as implemented in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Regulation. Accordingly, in the EEA, the Offer and documents or other materials in relation to the Offer and the shares in Cosmo Pharmaceuticals N.V. (the Offeror Shares) are only addressed to, and are only directed at, (i) qualified investors (qualified investors) in the relevant member state within the meaning of Article 2(1)(e) of the Prospectus Regulation, as adopted in the relevant member state, and (ii) persons who hold, and will tender, the equivalent of at least EUR 100,000 worth of shares in Cassiopea S.p.A. (the Target Shares) in exchange for the receipt of Offeror Shares (collectively, permitted participants). This offer prospectus and the documents and other materials in relation to the Offer may not be acted or relied upon by persons in the EEA who are not permitted participants, and each Target shareholder seeking to participate in the Offer that is resident in the EEA will be deemed to have represented and agreed that it is a qualified investor or that it is tendering the equivalent of EUR 100,000 worth of Target Shares in exchange of Offeror Shares.

Italy

The offer set out in this Communication (the Offer) does not constitute a public offer nor a tender or exchange offer nor an advertisement of securities to the public in the Republic of Italy. Neither the Offer nor the COPN Shares have been registered with or cleared by the Commissione Nazionale per la Società e la Borsa (“CONSOB”) (the Italian securities exchange commission), pursuant to Italian securities legislation. Neither the CONSOB nor any other Italian public authority has examined, approved, cleared or registered this Prospectus or will examine, approve, clear or register this Offer. Accordingly, Italian residents cannot participate in the Offer nor may copies of this Communication or of any other document relating to the Offer be distributed or published in the Republic of Italy, either on primary and on secondary market. This Communication has not been prepared in accordance with the prospectus requirements nor the tender offer requirements provided for, or otherwise applicable in, Italy. Cosmo Pharmaceutical N.V. will not accept, directly or indirectly, any order relating to the Offer made in, or coming from, the Republic of Italy; any such order will be deemed null and void. 

General

Cosmo Pharmaceuticals N.V.’s public tender and exchange offer for all publicly held shares of Cassiopea S.p.A. (the Offer) is not being made, directly or indirectly, in any country or jurisdiction in which such offer would be unlawful or otherwise violate any applicable law or regulation or which would require Cosmo Pharmaceuticals N.V. to make any amendment to the terms or conditions of the Offer, to make any additional application to, or to take any additional action with respect to, any governmental, regulatory or legal authority. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer may not be distributed in, or sent to, any such country or jurisdiction. Such documents may not be used for the purpose of soliciting purchases of Cassiopea S.p.A. securities by any person or entity resident or incorporated in such country or jurisdiction.

This Communication is not for distribution in the United States, Canada, Australia, Japan or Italy. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which is unlawful to do so.
 

End of ad hoc announcement
Language: English
Company: Cosmo Pharmaceuticals N.V.
Riverside 2, Sir John Rogerson’s
Dublin 2 Dublin
Ireland
Phone: + 353 1 817 0370
E-mail: info@cosmopharma.com
Internet: https://www.cosmopharma.com/
ISIN: NL0011832936
Listed: SIX Swiss Exchange
EQS News ID: 1254643

 
End of Announcement EQS News Service

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COSMO PHARMACEUTICALS N.V. AND CASSIOPEA S.P.A. PUBLISH DEFINITIVE FINAL RESULTS OF PUBLIC EXCHANGE OFFER FOR ALL PUBLICLY HELD SHARES OF CASSIOPEA S.P.A.

Posted on by

Cassiopea S.p.A. / Key word(s): Takeover

07-Dec-2021 / 07:00 CET/CEST

Release of an ad hoc announcement pursuant to Art. 53 LR

The issuer is solely responsible for the content of this announcement.

Ad hoc announcement pursuant to Art. 53 LR

Dublin, Ireland and Lainate, Italy – 7 December 2021 – Cosmo Pharmaceuticals N.V. (SIX: COPN) (“Cosmo”) and Cassiopea S.p.A. (SIX: SKIN) (“Cassiopea”) today announced the definitive final results for the public exchange offer by Cosmo in accordance with articles 125 et seq. of the Federal Act on Financial Markets Infrastructure and Market Conduct in Securities and Derivatives Trading of 19 June 2015 for all publicly held registered shares in Cassiopea (“Offer”). 

Upon expiration of the additional acceptance period on 2 December 2021, 16:00 (CET), the definitive final results indicate that a total of 5’366’250 Cassiopea shares have been tendered to Cosmo under the Offer, amounting to approximately 93.4% of the Cassiopea shares covered by the Offer, which together with the Cassiopea shares already held by Cosmo equates to approximately 96.5% of the Cassiopea shares currently issued.

The settlement of the Offer is currently expected to take place on 17 December 2021. The payment of the cash compensation for any fractional shares is expected to take place on 23 December 2021.

The Offer is subject to the offer restrictions set out in the offer prospectus dated 4 October 2021. 

About Cosmo Pharmaceuticals
Cosmo is a specialty pharmaceutical company focused on developing and commercialising products to treat selected gastrointestinal disorders and improve endoscopy quality measures through aiding the detection of colonic lesions. Cosmo has also developed medical devices for endoscopy and has a partnership with Medtronic for the global distribution of GI Genius(TM) its artificial intelligence device that uses artificial intelligence to help detect potential signs of colon cancer. Cosmo has licensed Aemcolo(R) to Red Hill Biopharma Ltd. for the US and has licensed Relafalk(R) to Dr. Falk Gmbh for the EU and other countries. For additional information on Cosmo and its products please visit the Company’s website: www.cosmopharma.com

About Cassiopea
Cassiopea is a specialty pharmaceutical company developing and preparing to commercialize prescription drugs with novel mechanisms of action (MOA) to address long-standing and essential dermatological conditions, particularly acne, androgenetic alopecia (or AGA) and genital warts. Cassiopea is investing in innovation that is driving scientific advancement in areas that have been largely ignored for decades. The portfolio comprises four unencumbered clinical candidates, for which Cassiopea owns the worldwide rights. The Company’s strategy is to leverage this expertise to optimize the commercial potential for its products directly or with partners. For further information on Cassiopea, please visit www.cassiopea.com.

Contact
Niall Donnelly, CFO & Head of Investor Relations
Cosmo Pharmaceuticals N.V.                                  
Tel: +353 1 817 03 70
ndonnelly@cosmopharma.com

 Diana Harbort, CEO & Head of Investor Relations
Cassiopea S.p.A.
Tel: +39 02 868 911 24,
dharbort@cassiopea.com

Disclaimer

This communication (the “Communication”) has been prepared by Cosmo Pharmaceuticals N.V. (‘Cosmo” and together with its subsidiaries, “we”, “us” or the “Group”) solely for informational purposes and has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of any of the Group. Cosmo reserves the right to amend or replace the Communication at any time, and undertakes no obligation to provide the recipients with access to any additional information. Cosmo shall not be obligated to update or correct the information set forth in the Communication or to provide any additional information. Nothing in this Presentation is, or should be relied upon as, a promise or representation as to the future.

Certain statements in this Communication are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results may differ from those set forth in the forward looking statements as a result of various factors (including, but not limited to, future global economic conditions, changed market conditions, intense competition in the markets in which the Group operates, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting the Group’s markets, and other factors beyond the control of the Group). Neither Cosmo nor any of its respective directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the date of this Communication. Statements  contained in this Communication regarding past trends or events should not be taken as a representation that such trends or events will continue in the future. 

This Communication does not constitute or form part of, and should not be construed as, an offer or invitation or inducement to subscribe for, underwrite or otherwise acquire, any securities of Cosmo, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Group, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This Communication constitutes neither an offer to sell nor a solicitation to buy securities of Cosmo and it does not constitute a prospectus or similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act or a prospectus pursuant to the laws of any other jurisdiction. This Communication may be considered to be marketing material. The offer [and listing] will be made solely by means of, and on the basis of, a prospectus which is to be published. An investment decision regarding the publicly offered securities of Cosmo should only be made on the basis of the prospectus. The prospectus is expected to be published on or around 4 October 2021 and will be available free of charge at https://www.cosmopharma.com/investors.

United States of America

The securities described in this Communication have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the U.S., except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Neither this document nor the exchange offer described herein constitutes an offer to sell or the solicitation of an offer to buy any securities in the U.S. or in any other jurisdiction in which such an offer or solicitation would be unlawful. Cosmo Pharmaceuticals N.V. will not register or make a public offer of its securities, or otherwise conduct any public tender offer, in the U.S. In the U.S., this document is being provided to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) only on a confidential basis. Neither the United States Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved the Offering of the shares or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offence in the United States. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF COSMO SHARES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE US SECURITIES ACT PROVIDED BY RULE 144A.

By tendering securities of Cassiopea S.p.A. into this offer, you will be deemed to represent that you (x) (a) are not a U.S. person, (b) are not acting for the account or benefit of any U.S. person, and (c) are not in or delivering the acceptance from, the United States or (y) you are a “qualified institutional buyer” as that term is used in Rule 144A under the U.S. Securities Act.

United Kingdom

This Communication is directed only at persons in the U.K. who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order), (ii) are persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Australia, Canada, Japan

This Communication is not addressed to shareholders of Cassiopea S.p.A. whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the offer.

European Economic Area

The offer set out in this Communication (the Offer) is only being made within the European Economic Area (EEA) pursuant to an exemption under Regulation (EU) 2017/1129 (as amended and together with any applicable adopting or amending measures in any relevant member state (as defined below), the Prospectus Regulation), as implemented in each member state of the EEA (each a relevant member state), from the requirement to publish a prospectus that has been approved by the competent authority in that relevant member state and published in accordance with the Prospectus Regulation as implemented in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Regulation. Accordingly, in the EEA, the Offer and documents or other materials in relation to the Offer and the shares in Cosmo Pharmaceuticals N.V. (the Offeror Shares) are only addressed to, and are only directed at, (i) qualified investors (qualified investors) in the relevant member state within the meaning of Article 2(1)(e) of the Prospectus Regulation, as adopted in the relevant member state, and (ii) persons who hold, and will tender, the equivalent of at least EUR 100,000 worth of shares in Cassiopea S.p.A. (the Target Shares) in exchange for the receipt of Offeror Shares (collectively, permitted participants). This offer prospectus and the documents and other materials in relation to the Offer may not be acted or relied upon by persons in the EEA who are not permitted participants, and each Target shareholder seeking to participate in the Offer that is resident in the EEA will be deemed to have represented and agreed that it is a qualified investor or that it is tendering the equivalent of EUR 100,000 worth of Target Shares in exchange of Offeror Shares.

Italy

The offer set out in this Communication (the Offer) does not constitute a public offer nor a tender or exchange offer nor an advertisement of securities to the public in the Republic of Italy. Neither the Offer nor the COPN Shares have been registered with or cleared by the Commissione Nazionale per la Società e la Borsa (“CONSOB”) (the Italian securities exchange commission), pursuant to Italian securities legislation. Neither the CONSOB nor any other Italian public authority has examined, approved, cleared or registered this Prospectus or will examine, approve, clear or register this Offer. Accordingly, Italian residents cannot participate in the Offer nor may copies of this Communication or of any other document relating to the Offer be distributed or published in the Republic of Italy, either on primary and on secondary market. This Communication has not been prepared in accordance with the prospectus requirements nor the tender offer requirements provided for, or otherwise applicable in, Italy. Cosmo Pharmaceutical N.V. will not accept, directly or indirectly, any order relating to the Offer made in, or coming from, the Republic of Italy; any such order will be deemed null and void. 

General

Cosmo Pharmaceuticals N.V.’s public tender and exchange offer for all publicly held shares of Cassiopea S.p.A. (the Offer) is not being made, directly or indirectly, in any country or jurisdiction in which such offer would be unlawful or otherwise violate any applicable law or regulation or which would require Cosmo Pharmaceuticals N.V. to make any amendment to the terms or conditions of the Offer, to make any additional application to, or to take any additional action with respect to, any governmental, regulatory or legal authority. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer may not be distributed in, or sent to, any such country or jurisdiction. Such documents may not be used for the purpose of soliciting purchases of Cassiopea S.p.A. securities by any person or entity resident or incorporated in such country or jurisdiction.

This Communication is not for distribution in the United States, Canada, Australia, Japan or Italy. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which is unlawful to do so.

End of ad hoc announcement
Language: English
Company: Cassiopea S.p.A.
Via Cristoforo Colombo 1
20045 Lainate
Switzerland
E-mail: info@cassiopea.com
Internet: https://www.cassiopea.com/
ISIN: IT0005108359
Listed: SIX Swiss Exchange
EQS News ID: 1254642

 
End of Announcement EQS News Service

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Original-Research: Defence Therapeutics Inc. (von GBC AG)

Posted on by 
Original-Research: Defence Therapeutics Inc. - von GBC AG

Einstufung von GBC AG zu Defence Therapeutics Inc.

Unternehmen: Defence Therapeutics Inc.
ISIN: CA24463V1013

Anlass der Studie: Management Interview
Empfehlung: Management Interview
Letzte Ratingänderung: 
Analyst: Julien Desrosiers

'We can work on any disease and adapt to any emergent pandemic such as the
one related to SARS-CoV2'
 
In its current letter to shareholders, Defence Therapeutics reports the
successful completion of its protein-based COVID vaccine (AccuVAC-PT001)
toxicology studies in non-rodent rabbit model. The AccuVAC-PT001 vaccine is
an injectable vaccine capable of inducing a powerful and sustainable
antibody response in both rodent and non-rodent models. The vaccine
proprietary recipe consists of chemically modifying the COVID Spike protein
with the AccumTM moiety. Defence Therapeutics is currently working on two
different protein-based vaccine candidates. In Parallel, the company
continues the development of their ACCUMTM based cancer treatment R&D. GBC
analyst Julien Desrosiers spoke with Defence Therapeutics CEO Sébastien
Plouffe:
 
GBC AG: For investors that have never heard about Defence Therapeutics, can
you explain what is at the center of your company?
 
Sébastien Plouffe: The highlight of Defence is that it has a proprietary
technology platform with very wide versatility application. For instance,
our AccumTM molecule can be linked to any protein, RNA or DNA molecules and
thus, can be used to target any type of cancer or infectious diseases.
Although the company's main approach was to focus on ADCs, we quickly
applied the AccumTM technology to fight a common and recent pandemic. In
other words, we can work on any disease and adapt to any emergent pandemic
such as the one related to SARS-CoV2.
 
GBC AG: How did your company become involved in the ACCUMTM story and
secured the rights?
 
Sébastien Plouffe: I was looking to acquire a strong technology in the
Biotech sector and in 2016, I was introduced to the AccumTm technology. We
were immediately impressed by its huge versatility and potential that we
have decided to option it. Defence completed the acquisition in May 2020
and since we are actively working to test and develop all kinds of
applications and studies against cancer and infectious diseases.
 
GBC AG: With the ACCUMTM technology, you are currently focusing on two main
development models: ACCUMTM Technology and ACCUMTM Vaccine. Can you
describe in which development stage are the two pathways and in what way
they differ?
 
Sébastien Plouffe: The AccumTM technology is based on the fact that a given
molecule can be modified with a small moiety (called the AccumTM) to
enhance its accumulation in target cells. For example, we can attach the
AccumTM on an ADC to enhance its accumulation in target cell or attach it
to an antigen and deliver it very efficiently to an antigen presenting cell
(example dendritic cells) to prime an immune response.
 
GBC AG: ADC (anti body drug conjugate) are usually tailored made to act on
one specific target. They are developed with the triptych concept of
Protein, Linker and Payload. These three must play their role in perfect
harmony to impact the desired target. How can ACCUMTM circumvent this
issue?
 
Sébastien Plouffe: In fact, AccumTM does not interfere with the function of
any of these components. On the contrary, it works in concert with them by
enhancing the function of that given ADC. In other words, AccumTM does not
block or mitigate the linker, payload activity or antibody specificity. It
just makes sure that the entire package escapes the endosome and makes it
to the intracellular target.
 
GBC AG: Can you specifically discuss the latest success you have achieved
with ACCUMTM?
 
Sébastien Plouffe: We are developing a large pipeline of products. The
AccumTM is being used to develop: i) a DC vaccine targeting 4 different
indications (melanoma, breast cancer, lymphoma and colon cancer), ii) an
ADC against breast cancer, iii) the use of the 'naked' AccumTM molecule as
an anti-cancer molecule against breast cancer, iv) two different COVID
vaccines including one intranasal, and v) two vaccines targeting HPV and
cervical cancer.
 
GBC AG: ADC's FDA approval failure have two main causes: Toxicity and
complexity of the ADCs manufacturing challenges. What can we expect from
ACCUMTM regarding these two main issues?
 
Sébastien Plouffe: The AccumTM will be applied to an ADC that is already
available on the market. We have evidence (using Trastuzumab for example)
that AccumTM does not increase the toxicity of the ADC. On the contrary! By
improving its potency, the potency of the ADCs can be enhanced by lowering
the dosing or shortening the regimen as it would need less of the ADC to
achieve strong outcomes. As such, the toxicity of the product would be
further improved.
 
GBC AG: ADC are very difficult to manufacture and need exclusive equipment,
labs and require a very complex supply chain. As you are currently in the
process of selecting a manufacturing partner, and how has the COVID crisis
changed your expectations and requirements in terms of manufacturing
processes as well as securing the supply chain.
 
Sébastien Plouffe: In fact, we are working on two different models. In the
first model, we wish to develop the ADC program in partnership with a large
pharma as AccumTM can be used to enhance ANY ADC. In parallel, we are
working on developing our own ADC with self-cleavable linkers and AccumTM
moieties as a cleavable payload on their own. We are aware that the
pandemic is delaying all steps of development, but we are actively working
to bypass each of these obstacles by planning our objectives and key steps
in advance.
 
GBC AG: What team of scientists are driving the two pathways and where is
the research conducted?
 
Sébastien Plouffe: We have an established collaboration with the laboratory
of Dr. Moutih Rafei, our VP - Research and Development (Université de
Montréal) who is an immunologist by training and has extensive experience
in the fields of cell therapy, immune-oncology and infectious diseases. In
addition, our co-inventor of the technology, Dr. Simon Beaudoin, a
biochemist by training with a strong expertise in immuno-conjugation and
optimization of ADCs, is actively working on the continued development of
the AccumTM technology at our laboratories located in Montreal (CQIB) and
at Sherbrooke. We are currently expanding our scientific team.
 
GBC AG: As you described ACCUMTM to be scalable and versatile, how will you
select which type of decease you will focus on?
 
Sébastien Plouffe: We have already established our target indications. We
will be working towards a treatment for melanoma, breast cancer, COVID and
HPV. These indications were selected strategically using three different
criteria: i) the widespread of the indication/cancer, ii) absence of a
potent treatment/cure, and iii) the possibility of using our products in
combination with commercially-available immune-checkpoint blockers.
 
GBC AG: Can you explain us how your latest press release is a game changer
for Defence Therapeutics and how well you are financed at the moment?
 
Sébastien Plouffe: The versatility of the AccumTM technology is a game
changer by itself as it allows us to develop a wide range of products
targeting different indications. Defence's strategy is to initiate a
minimum of 2 Phase I trials in 2022 and to co-develop some products in
partnership with large pharmas. We are currently well financed, and we may
come to the market in Q1 of 2022 to increase our liquidity to achieve more
goals before our venue to the NASDAQ planned for Q2 of 2022.
 
GBC: Mr. Plouffe, thank you for the interview.
 
Note: GBC initiates Coverage with this management interview and is working
on the initial coverage report.

Die vollständige Analyse können Sie hier downloaden:
http://www.more-ir.de/d/23163.pdf

Kontakt für Rückfragen
GBC AG
Halderstraße 27
86150 Augsburg
0821 / 241133 0
research@gbc-ag.de
++++++++++++++++
Offenlegung möglicher Interessenskonflikte nach § 85 WpHG und Art. 20 MAR Beim oben analysierten Unternehmen ist folgender möglicher Interessenkonflikt gegeben: (5a,5b,7,11); Einen Katalog möglicher Interessenkonflikte finden Sie unter:
http://www.gbc-ag.de/de/Offenlegung
+++++++++++++++
Date (time) of completion: 06/12/2021 (8:00 am)
Date (time) of first distribution: 06/12/2021 (10:00 am)

-------------------übermittelt durch die EQS Group AG.-------------------


Für den Inhalt der Mitteilung bzw. Research ist alleine der Herausgeber bzw. 
Ersteller der Studie verantwortlich. Diese Meldung ist keine Anlageberatung
oder Aufforderung zum Abschluss bestimmter Börsengeschäfte.

XPhyto Therapeutics Corp.: XPhyto Completes Strategic Acquisition of 3a-diagnostics GmbH

Posted on by

DGAP-News: XPhyto Therapeutics Corp.

/ Key word(s): Acquisition

06.12.2021 / 09:05

The issuer is solely responsible for the content of this announcement.

XPhyto Completes Strategic Acquisition of 3a-diagnostics GmbH

– The acquisition positions XPhyto to be a leading Biosensor producer integrating thin film technology with 3a-diagnostics biosensor technology

– The acquisition of 3a, a German-based rapid point-of-care diagnostics firm adds IP and a deeply experienced scientific expertise to XPhyto

– Gains technical and business synergies

– Secures XPhyto a near-term infectious disease biosensor portfolio and related Intellectual Property

VANCOUVER, BC and UTTENWEILER, GERMANY / ACCESSWIRE / December 6, 2021 / XPhyto Therapeutics Corp. (CSE:XPHY)(OTCQB:XPHYF)(FSE:4XT) (“XPhyto” or the “Company”) is pleased to announce that the acquisition of 3a-diagnostics GmbH (“3a”), first announced July 20, 2021, is now complete.

“The strategic acquisition of 3a is a transformative step in XPhyto’s commercial strategy,” said Peter Damouni, XPhyto director. “The integration of a highly innovative European biosensor development company places XPhyto at the forefront of the rapid point-of-care test industry, an explosive and technology driven sector. This transaction is the second acquisition since going public in August 2019. XPhyto completed the takeover of Vektor Pharma TF GmbH in September 2019. The corporate strategy of acquiring high-tech biotechnology and pharma companies showcases the potential growth acceleration and synergies for XPhyto’s biosensors, diagnostics and drug delivery portfolios.”

3a is a research-based biotechnology company located Southeast of Stuttgart, Germany, specializing in the development, production and marketing of point-of-care (PoC) test systems. 3a has developed and patented a pipeline of oral biosensor screening tests for bacterial and viral infectious diseases, including stomatitis, periimplantitis, periodontitis, group A strep, and influenza A. The company has developed a high-throughput biosensor screening platform for rapid identification of new biosensor targets. 3a has also received grant funding from the German Federal Ministry of Education and Research for the development of real-time, low-cost and easy-to-use oral screening tests for the rapid detection of influenza A variants that are high-risk pandemic threats such as H1N1 and H5N1.

3a’s COVID-19 portfolio includes “Covid-ID Lab” a rapid point-of-care PCR test platform with a CE mark approved for sale in Europe. Total processing time is 25 minutes with minimal equipment and training. On July 28, 2021, XPhyto and 3a announced the identification of the first saliva activated “in-mouth” biosensor candidates for the detection of a COVID-19 infection. This research is the foundation for the development of the first enzyme-activated biosensors for real-time, low-cost and easy-to-use oral screening applications for the rapid detection of COVID-19.

The Company has recently received an EU commercial registration number to sell its biosensor for mouth related infections and oral inflammation, announced August 30, 2021. This product has application for the global oral health and cosmetic dentistry market. The Global Dental Services Market is expected to be $435 billion in 2021 according to MedicalExpo e-magazine and projected to reach $698.8 billion by 2030 and is growing at a CAGR of 6.4% according to Precedence Research.

“With the integration of 3a’s biosensor technology into our next-generation ODF platform, we are excited to be positioned to transform and dominate the market for rapid screening tests for a wide range of infectious diseases, including COVID-19, with highly affordable rapid oral tests starting in the coming year,” says Prof. Dr. Thomas Beckert, Managing Director of Vektor Pharma TF GmbH, a wholly owned subsidiary of XPhyto. He adds, “we have several biosensors in the development pipeline and plan to enter the market with low-cost rapid tests for infectious diseases, for which there are currently no rapid tests available, as early as 2022. We are very confident and excited to have the opportunity to revolutionize the diagnostics and rapid test market with products based on our integrated proprietary technologies, that are unique and leading in the world.”

The acquisition of 3a is projected to produce significant synergies in research and development and manufacturing; significantly improved margins for commercial products, such as Covid-ID Lab; as well as expedite commercialization of products in 3a’s near-market development pipeline. 3a’s intellectual property, including patents, know-how, expertise and contracts are included in the acquisition.

Executive management of 3a will be led by Prof. Dr. Beckert, managing director of Vektor Pharma TF GmbH. Prof Dr. Beckert is a German-based scientist and experienced corporate executive who is leading XPhyto’s drug formulation and diagnostics operations.

The Company is not making any express or implied claims that its product has the ability to eliminate, cure or contain the COVID-19 pandemic.

About XPhyto Therapeutics Corp.

XPhyto Therapeutics Corp. is a bioscience accelerator focused on next-generation drug delivery, diagnostic, and new active pharmaceutical ingredient investment opportunities, including: precision transdermal and oral dissolvable drug formulations; rapid, low-cost infectious disease and oral health screening tests; and standardization of emerging active pharmaceutical ingredients for neurological applications, including psychedelic compounds and cannabinoids. The Company has research and development operations in North America and Europe, with an operational focus in Germany, and is currently focused on regulatory approval and commercialization of medical products for European markets.

XPhyto Therapeutics Corp.

Hugh Rogers, CEO and Director

Investor Inquiries:
Mr. Knox Henderson
T: 604-551-2360
E: info@xphyto.com

Forward looking statements

This news release includes statements containing forward-looking information within the meaning of applicable Canadian securities law (“forward-looking statements”). Forward-looking statements are frequently characterized by words such as “develop”, “plan”, “continue”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate”, “potential”, “propose” and other similar words, or statements that certain events or conditions “may” or “will” occur, and in this release include the statement regarding the Company’s goal of building a successful diagnostic, drug delivery, and medical cannabis company. Forward-looking statements are only predictions based on the opinions and estimates of management at the date the statements are made and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements, including: that the Company may not succeed in developing a commercial product; that the sale of products may not be a viable business; that the Company may be unable to scale its business; product liability risks; product regulatory risk; general economic conditions; adverse industry events; future legislative and regulatory developments; inability to access sufficient capital from internal and external sources, and/or inability to access sufficient capital on favourable terms; currency risks; competition; international risks; and other risks beyond the Company’s control. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law. Neither the CSE nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this news release.

SOURCE: XPhyto Therapeutics Corp.

06.12.2021 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de

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Straumann Group Capital Markets Day 2021

Posted on by

EQS-News: Straumann Holding AG

/ Key word(s): Conference/Miscellaneous

03.12.2021 / 11:42

Straumann Group invites you to attend our Capital Markets Day 2021 on Thursday, December 16, 2021. Due to the uncertainty and travel restrictions related to the COVID-19 pandemic, it will be held in a virtual format only. 

The Group is evolving from an implant to an oral care company. At the Capital Markets Day, we will provide more details about our strategy for the coming years and will reflect on the current trends. All information will be presented by our executive management team.

The live audio webcast is aimed at investors, financial analysts and journalists. The presentation and Q&A session will be in English.

The webcast can be accessed via www.straumann-group.com/webcast and a recording will be made available. If you intend to ask a question, please follow the instructions in the Q&A section of the webcast. We also recommend downloading the presentation file in advance using the direct link in the media release on www.straumann-group.com before joining the conference call.

If you have any questions, please send an email to investor.relations@straumann.com

With kind regards,
Straumann Group
Corporate Communications
& Investor Relations

End of Media Release
Language: English
Company: Straumann Holding AG
Peter Merian-Weg 12
4052 Basel
Switzerland
Phone: +41619651239
Fax: +41 61 965 11 06
E-mail: jana.erdmann@straumann.com
Internet: www.straumann-group.com
ISIN: CH0012280076
Valor: 914326
Listed: SIX Swiss Exchange
EQS News ID: 1254120

 
End of News EQS News Service

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Medios AG successfully completes capital increase with gross proceeds of approximately €72 m and placement of an upsize option

Posted on by

Medios AG / Key word(s): Capital Increase

Medios AG successfully completes capital increase with gross proceeds of approximately €72 m and placement of an upsize option

03-Dec-2021 / 08:01 CET/CEST

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP – a service of EQS Group AG.

The issuer is solely responsible for the content of this announcement.

THE INFORMATION CONTAINED IN THIS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER COUNTRIES WHERE SUCH DISTRIBUTION OR PUBLICATION MIGHT BE UNLAWFUL

Medios AG successfully completes capital increase with gross proceeds of approximately €72 m and placement of an upsize option

Berlin, December 3, 2021 – Medios AG (the “Company”) has placed a total of 2,026,499 new no-par value bearer shares (“New Shares”) at a price of €35.50 per share with institutional investors as part of the cash capital increase announced yesterday. This capital increase makes partial use of the Authorized Capital 2021 and excludes shareholders’ subscription rights. Following the implementation of the cash capital increase, the Company’s share capital will increase from €20,264,991.00 by €2,026,499.00, or approx. 10.0%, to €22,291,490.00. The Company will receive gross proceeds from the capital increase of approximately €72m.

Due to significant investor demand, the upsize option was exercised in full extent and all additional shares were successfully placed. The 590,000 additional new shares will be created making use of the Conditional Capital 2017 and are part of the Stock Option Plan 2017, which allows members of the Management Board and senior executives to exercise subscription rights during specified limited time windows.

In total, the Company has placed 2,616,499 New Shares at a price of €35.50 per share making use of the Authorized Capital 2021 and the Conditional Capital 2017. The share capital of the Company thus increases to €22,881,490.00.

Notifying person: Matthias Gaertner, Chief Executive Officer of Medios AG

Contact
Medios AG, Heidestraße 9, 10557 Berlin, Germany
Phone: +49 30 232 5668 00; Fax: +49 30 232 5668 01
E-mail: ir@medios.ag; www.medios.ag

Information and Explanation of the Issuer to this News:

About Medios AG
Medios AG is the leading provider of Specialty Pharma solutions in Germany. As a competence partner and expert, Medios covers all relevant aspects of the supply chain in this field: from pharmaceutical supply to the manufacture of patient-specific therapies including blistering. The focus is on optimal patient care via specialized pharmacies.

Medios AG is Germany’s first listed Specialty Pharma company. The shares (ISIN: DE000A1MMCC8) are listed on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard).

Contact
Claudia Nickolaus
Head of Investor & Public Relations
Medios AG
Heidestraße 9 | 10557 Berlin | Germany
P +49 30 232 566 800
c.nickolaus@medios.ag
www.medios.ag

Disclaimer
This notification is a mandatory notification according to Art. 17 MAR. Medios AG is solely responsible for the content of this announcement. As always, the assessments contained herein are subject to the reservations stated below.

Reservation on future statements/no obligation to update
This release contains forward-looking statements that are subject to certain risks and uncertainties. Future results could differ materially from those currently anticipated due to various risk factors and uncertainties, including changes in business, economic and competitive conditions, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Medios AG assumes no responsibility whatsoever to update the forward-looking statements contained in this release.

Note
This release may not be distributed or published in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other countries where such publication may be unlawful. The distribution of this publication may be subject to legal restrictions in some countries and anyone in possession of this document or the information referred to herein should inform themselves about and observe any such restrictions. Failure to comply with such restrictions may constitute a violation of capital market laws of such countries.

This announcement is neither an offer nor a solicitation to subscribe for or purchase securities of Medios AG in the United States of America, Germany or any other country. No public offer has been or will be made and no prospectus will be published in connection with this transaction.

Neither this publication nor its contents may be used as the basis for an offer in any country. The aforementioned securities may not be sold or offered for sale in the United States of America absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the ‘Securities Act’). The securities of Medios AG are not and will not be registered under the Securities Act.

This announcement does not constitute a recommendation regarding the placement of the securities described in this announcement. Investors should consult a professional advisor as to the suitability of the offer for the person concerned.

In the United Kingdom, this publication is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ‘Order’), as amended, or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, partnerships, etc.) (such persons together being referred to as ‘Relevant Persons’). No persons other than Relevant Persons may refer to or rely on this publication. Any investment or investment opportunity referred to in this publication is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The offer referred to herein, which is made in Member States of the European Economic Area (each a ‘Relevant Member State’) is only addressed to ‘qualified investors’ within the meaning of Article 2 (e) of the Prospectus Regulation (‘Qualified Investors’). For these purposes, the term ‘Prospectus Regulation’ means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, and also includes the delegated regulations in this regard.

No measures have been taken that would permit the offer of the securities, their acquisition or the distribution of this publication in countries where this is not permitted. Anyone who comes into possession of this publication must inform themselves about any restrictions and observe them.

Miscellaneous
This publication is neither an offer to sell nor a solicitation to buy securities. This announcement may not be distributed or published in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other countries in which such publication may be unlawful. This announcement does not constitute a recommendation to buy or sell the securities described in this announcement.

03-Dec-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Medios AG
Heidestraße 9
10557 Berlin
Germany
Phone: +49 30 232 566 – 800
Fax: +49 30 232 566 – 801
E-mail: ir@medios.ag
Internet: www.medios.ag
ISIN: DE000A1MMCC8
WKN: A1MMCC
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Dusseldorf
EQS News ID: 1253975

 
End of Announcement DGAP News Service

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COSMO PHARMACEUTICALS N.V. and Cassiopea S.p.a. PUBLISH PROVISIONAL final RESULTS OF PUBLIC EXCHANGE OFFER FOR all publicly held shares of CASSIOPEA S.P.A.

Posted on by

Cassiopea S.p.A. / Key word(s): Takeover

03-Dec-2021 / 07:01 CET/CEST

Release of an ad hoc announcement pursuant to Art. 53 LR

The issuer is solely responsible for the content of this announcement.

Ad hoc announcement pursuant to Art. 53 LR

Dublin, Ireland and Lainate, Italy – 3 December 2021 – Cosmo Pharmaceuticals N.V. (SIX: COPN) (“Cosmo”) and Cassiopea S.p.A. (SIX: SKIN) (“Cassiopea”) today announced the provisional final results for the public exchange offer by Cosmo in accordance with articles 125 et seq. of the Federal Act on Financial Markets Infrastructure and Market Conduct in Securities and Derivatives Trading of 19 June 2015 for all publicly held registered shares in Cassiopea (“Offer”).

Upon expiration of the additional acceptance period on 2 December 2021, 16:00 (CET), the provisional final results indicate that a total of 5,365,250 Cassiopea shares have been tendered to Cosmo under the Offer, amounting to approximately 93.4% of the Cassiopea shares covered by the Offer, which together with the Cassiopea shares already held by Cosmo equates to approximately 96.5% of the Cassiopea shares currently issued.

The definitive notice of the final results is expected to be published on 7 December 2021.

The settlement of the Offer is currently expected to take place on 17 December 2021. The payment of the cash compensation for any fractional shares is expected to take place on 23 December 2021.

The Offer is subject to the offer restrictions set out in the offer prospectus dated 4 October 2021.

About Cosmo Pharmaceuticals
Cosmo is a specialty pharmaceutical company focused on developing and commercialising products to treat selected gastrointestinal disorders and improve endoscopy quality measures through aiding the detection of colonic lesions. Cosmo has also developed medical devices for endoscopy and has a partnership with Medtronic for the global distribution of GI Genius(TM) its artificial intelligence device that uses artificial intelligence to help detect potential signs of colon cancer. Cosmo has licensed Aemcolo(R) to Red Hill Biopharma Ltd. for the US and has licensed Relafalk(R) to Dr. Falk Gmbh for the EU and other countries. For additional information on Cosmo and its products please visit the Company’s website: www.cosmopharma.com

About Cassiopea
Cassiopea is a specialty pharmaceutical company developing and preparing to commercialize prescription drugs with novel mechanisms of action (MOA) to address long-standing and essential dermatological conditions, particularly acne, androgenetic alopecia (or AGA) and genital warts. Cassiopea is investing in innovation that is driving scientific advancement in areas that have been largely ignored for decades. The portfolio comprises four unencumbered clinical candidates, for which Cassiopea owns the worldwide rights. The Company’s strategy is to leverage this expertise to optimize the commercial potential for its products directly or with partners. For further information on Cassiopea, please visit www.cassiopea.com.

Contact  
Niall Donnelly, CFO & Head of Investor Relations Diana Harbort, CEO & Head of Investor Relations
Cosmo Pharmaceuticals N.V. Cassiopea S.p.A.
Tel: +353 1 817 03 70 Tel: +39 02 868 911 24,
ndonnelly@cosmopharma.com dharbort@cassiopea.com

Disclaimer

This communication (the “Communication“) has been prepared by Cosmo Pharmaceuticals N.V. (‘Cosmo” and together with its subsidiaries, “we”, “us” or the “Group”) solely for informational purposes and has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of any of the Group. Cosmo reserves the right to amend or replace the Communication at any time, and undertakes no obligation to provide the recipients with access to any additional information. Cosmo shall not be obligated to update or correct the information set forth in the Communication or to provide any additional information. Nothing in this Presentation is, or should be relied upon as, a promise or representation as to the future.

Certain statements in this Communication are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results may differ from those set forth in the forward looking statements as a result of various factors (including, but not limited to, future global economic conditions, changed market conditions, intense competition in the markets in which the Group operates, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting the Group’s markets, and other factors beyond the control of the Group). Neither Cosmo nor any of its respective directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the date of this Communication. Statements  contained in this Communication regarding past trends or events should not be taken as a representation that such trends or events will continue in the future.

This Communication does not constitute or form part of, and should not be construed as, an offer or invitation or inducement to subscribe for, underwrite or otherwise acquire, any securities of Cosmo, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Group, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This Communication constitutes neither an offer to sell nor a solicitation to buy securities of Cosmo and it does not constitute a prospectus or similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act or a prospectus pursuant to the laws of any other jurisdiction. This Communication may be considered to be marketing material. The offer [and listing] will be made solely by means of, and on the basis of, a prospectus which is to be published. An investment decision regarding the publicly offered securities of Cosmo should only be made on the basis of the prospectus. The prospectus is expected to be published on or around 4 October 2021 and will be available free of charge at https://www.cosmopharma.com/investors.

United States of America

The securities described in this Communication have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the U.S., except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Neither this document nor the exchange offer described herein constitutes an offer to sell or the solicitation of an offer to buy any securities in the U.S. or in any other jurisdiction in which such an offer or solicitation would be unlawful. Cosmo Pharmaceuticals N.V. will not register or make a public offer of its securities, or otherwise conduct any public tender offer, in the U.S. In the U.S., this document is being provided to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) only on a confidential basis. Neither the United States Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved the Offering of the shares or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offence in the United States. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF COSMO SHARES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE US SECURITIES ACT PROVIDED BY RULE 144A.
By tendering securities of Cassiopea S.p.A. into this offer, you will be deemed to represent that you (x) (a) are not a U.S. person, (b) are not acting for the account or benefit of any U.S. person, and (c) are not in or delivering the acceptance from, the United States or (y) you are a “qualified institutional buyer” as that term is used in Rule 144A under the U.S. Securities Act.

United Kingdom

This Communication is directed only at persons in the U.K. who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order), (ii) are persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Australia, Canada, Japan

This Communication is not addressed to shareholders of Cassiopea S.p.A. whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the offer.

European Economic Area

The offer set out in this Communication (the Offer) is only being made within the European Economic Area (EEA) pursuant to an exemption under Regulation (EU) 2017/1129 (as amended and together with any applicable adopting or amending measures in any relevant member state (as defined below), the Prospectus Regulation), as implemented in each member state of the EEA (each a relevant member state), from the requirement to publish a prospectus that has been approved by the competent authority in that relevant member state and published in accordance with the Prospectus Regulation as implemented in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Regulation. Accordingly, in the EEA, the Offer and documents or other materials in relation to the Offer and the shares in Cosmo Pharmaceuticals N.V. (the Offeror Shares) are only addressed to, and are only directed at, (i) qualified investors (qualified investors) in the relevant member state within the meaning of Article 2(1)(e) of the Prospectus Regulation, as adopted in the relevant member state, and (ii) persons who hold, and will tender, the equivalent of at least EUR 100,000 worth of shares in Cassiopea S.p.A. (the Target Shares) in exchange for the receipt of Offeror Shares (collectively, permitted participants). This offer prospectus and the documents and other materials in relation to the Offer may not be acted or relied upon by persons in the EEA who are not permitted participants, and each Target shareholder seeking to participate in the Offer that is resident in the EEA will be deemed to have represented and agreed that it is a qualified investor or that it is tendering the equivalent of EUR 100,000 worth of Target Shares in exchange of Offeror Shares.

Italy

The offer set out in this Communication (the Offer) does not constitute a public offer nor a tender or exchange offer nor an advertisement of securities to the public in the Republic of Italy. Neither the Offer nor the COPN Shares have been registered with or cleared by the Commissione Nazionale per la Società e la Borsa (“CONSOB”) (the Italian securities exchange commission), pursuant to Italian securities legislation. Neither the CONSOB nor any other Italian public authority has examined, approved, cleared or registered this Prospectus or will examine, approve, clear or register this Offer. Accordingly, Italian residents cannot participate in the Offer nor may copies of this Communication or of any other document relating to the Offer be distributed or published in the Republic of Italy, either on primary and on secondary market. This Communication has not been prepared in accordance with the prospectus requirements nor the tender offer requirements provided for, or otherwise applicable in, Italy. Cosmo Pharmaceutical N.V. will not accept, directly or indirectly, any order relating to the Offer made in, or coming from, the Republic of Italy; any such order will be deemed null and void.

General

Cosmo Pharmaceuticals N.V.’s public tender and exchange offer for all publicly held shares of Cassiopea S.p.A. (the Offer) is not being made, directly or indirectly, in any country or jurisdiction in which such offer would be unlawful or otherwise violate any applicable law or regulation or which would require Cosmo Pharmaceuticals N.V. to make any amendment to the terms or conditions of the Offer, to make any additional application to, or to take any additional action with respect to, any governmental, regulatory or legal authority. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer may not be distributed in, or sent to, any such country or jurisdiction. Such documents may not be used for the purpose of soliciting purchases of Cassiopea S.p.A. securities by any person or entity resident or incorporated in such country or jurisdiction.

This Communication is not for distribution in the United States, Canada, Australia, Japan or Italy. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which is unlawful to do so.

End of ad hoc announcement
Language: English
Company: Cassiopea S.p.A.
Via Cristoforo Colombo 1
20045 Lainate
Switzerland
E-mail: info@cassiopea.com
Internet: https://www.cassiopea.com/
ISIN: IT0005108359
Listed: SIX Swiss Exchange
EQS News ID: 1253982

 
End of Announcement EQS News Service

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COSMO PHARMACEUTICALS N.V. and Cassiopea S.p.a. PUBLISH PROVISIONAL final RESULTS OF PUBLIC EXCHANGE OFFER FOR all publicly held shares of CASSIOPEA S.P.A.

Posted on by

Cosmo Pharmaceuticals N.V. / Key word(s): Takeover

03-Dec-2021 / 06:00 GMT/BST

Release of an ad hoc announcement pursuant to Art. 53 LR

The issuer is solely responsible for the content of this announcement.

Ad hoc announcement pursuant to Art. 53 LR

Dublin, Ireland and Lainate, Italy – 3 December 2021 – Cosmo Pharmaceuticals N.V. (SIX: COPN) (“Cosmo”) and Cassiopea S.p.A. (SIX: SKIN) (“Cassiopea”) today announced the provisional final results for the public exchange offer by Cosmo in accordance with articles 125 et seq. of the Federal Act on Financial Markets Infrastructure and Market Conduct in Securities and Derivatives Trading of 19 June 2015 for all publicly held registered shares in Cassiopea (“Offer”).

Upon expiration of the additional acceptance period on 2 December 2021, 16:00 (CET), the provisional final results indicate that a total of 5,365,250 Cassiopea shares have been tendered to Cosmo under the Offer, amounting to approximately 93.4% of the Cassiopea shares covered by the Offer, which together with the Cassiopea shares already held by Cosmo equates to approximately 96.5% of the Cassiopea shares currently issued.

The definitive notice of the final results is expected to be published on 7 December 2021.

The settlement of the Offer is currently expected to take place on 17 December 2021. The payment of the cash compensation for any fractional shares is expected to take place on 23 December 2021.

The Offer is subject to the offer restrictions set out in the offer prospectus dated 4 October 2021.

About Cosmo Pharmaceuticals
Cosmo is a specialty pharmaceutical company focused on developing and commercialising products to treat selected gastrointestinal disorders and improve endoscopy quality measures through aiding the detection of colonic lesions. Cosmo has also developed medical devices for endoscopy and has a partnership with Medtronic for the global distribution of GI Genius(TM) its artificial intelligence device that uses artificial intelligence to help detect potential signs of colon cancer. Cosmo has licensed Aemcolo(R) to Red Hill Biopharma Ltd. for the US and has licensed Relafalk(R) to Dr. Falk Gmbh for the EU and other countries. For additional information on Cosmo and its products please visit the Company’s website: www.cosmopharma.com

About Cassiopea
Cassiopea is a specialty pharmaceutical company developing and preparing to commercialize prescription drugs with novel mechanisms of action (MOA) to address long-standing and essential dermatological conditions, particularly acne, androgenetic alopecia (or AGA) and genital warts. Cassiopea is investing in innovation that is driving scientific advancement in areas that have been largely ignored for decades. The portfolio comprises four unencumbered clinical candidates, for which Cassiopea owns the worldwide rights. The Company’s strategy is to leverage this expertise to optimize the commercial potential for its products directly or with partners. For further information on Cassiopea, please visit www.cassiopea.com.

Contact  
Niall Donnelly, CFO & Head of Investor Relations Diana Harbort, CEO & Head of Investor Relations
Cosmo Pharmaceuticals N.V. Cassiopea S.p.A.
Tel: +353 1 817 03 70 Tel: +39 02 868 911 24,
ndonnelly@cosmopharma.com dharbort@cassiopea.com

Disclaimer

This communication (the “Communication“) has been prepared by Cosmo Pharmaceuticals N.V. (‘Cosmo” and together with its subsidiaries, “we”, “us” or the “Group”) solely for informational purposes and has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of any of the Group. Cosmo reserves the right to amend or replace the Communication at any time, and undertakes no obligation to provide the recipients with access to any additional information. Cosmo shall not be obligated to update or correct the information set forth in the Communication or to provide any additional information. Nothing in this Presentation is, or should be relied upon as, a promise or representation as to the future.

Certain statements in this Communication are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results may differ from those set forth in the forward looking statements as a result of various factors (including, but not limited to, future global economic conditions, changed market conditions, intense competition in the markets in which the Group operates, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting the Group’s markets, and other factors beyond the control of the Group). Neither Cosmo nor any of its respective directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the date of this Communication. Statements  contained in this Communication regarding past trends or events should not be taken as a representation that such trends or events will continue in the future.

This Communication does not constitute or form part of, and should not be construed as, an offer or invitation or inducement to subscribe for, underwrite or otherwise acquire, any securities of Cosmo, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Group, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This Communication constitutes neither an offer to sell nor a solicitation to buy securities of Cosmo and it does not constitute a prospectus or similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act or a prospectus pursuant to the laws of any other jurisdiction. This Communication may be considered to be marketing material. The offer [and listing] will be made solely by means of, and on the basis of, a prospectus which is to be published. An investment decision regarding the publicly offered securities of Cosmo should only be made on the basis of the prospectus. The prospectus is expected to be published on or around 4 October 2021 and will be available free of charge at https://www.cosmopharma.com/investors.

United States of America

The securities described in this Communication have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the U.S., except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Neither this document nor the exchange offer described herein constitutes an offer to sell or the solicitation of an offer to buy any securities in the U.S. or in any other jurisdiction in which such an offer or solicitation would be unlawful. Cosmo Pharmaceuticals N.V. will not register or make a public offer of its securities, or otherwise conduct any public tender offer, in the U.S. In the U.S., this document is being provided to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) only on a confidential basis. Neither the United States Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved the Offering of the shares or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offence in the United States. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF COSMO SHARES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE US SECURITIES ACT PROVIDED BY RULE 144A.
By tendering securities of Cassiopea S.p.A. into this offer, you will be deemed to represent that you (x) (a) are not a U.S. person, (b) are not acting for the account or benefit of any U.S. person, and (c) are not in or delivering the acceptance from, the United States or (y) you are a “qualified institutional buyer” as that term is used in Rule 144A under the U.S. Securities Act.

United Kingdom

This Communication is directed only at persons in the U.K. who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order), (ii) are persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Australia, Canada, Japan

This Communication is not addressed to shareholders of Cassiopea S.p.A. whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the offer.

European Economic Area

The offer set out in this Communication (the Offer) is only being made within the European Economic Area (EEA) pursuant to an exemption under Regulation (EU) 2017/1129 (as amended and together with any applicable adopting or amending measures in any relevant member state (as defined below), the Prospectus Regulation), as implemented in each member state of the EEA (each a relevant member state), from the requirement to publish a prospectus that has been approved by the competent authority in that relevant member state and published in accordance with the Prospectus Regulation as implemented in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Regulation. Accordingly, in the EEA, the Offer and documents or other materials in relation to the Offer and the shares in Cosmo Pharmaceuticals N.V. (the Offeror Shares) are only addressed to, and are only directed at, (i) qualified investors (qualified investors) in the relevant member state within the meaning of Article 2(1)(e) of the Prospectus Regulation, as adopted in the relevant member state, and (ii) persons who hold, and will tender, the equivalent of at least EUR 100,000 worth of shares in Cassiopea S.p.A. (the Target Shares) in exchange for the receipt of Offeror Shares (collectively, permitted participants). This offer prospectus and the documents and other materials in relation to the Offer may not be acted or relied upon by persons in the EEA who are not permitted participants, and each Target shareholder seeking to participate in the Offer that is resident in the EEA will be deemed to have represented and agreed that it is a qualified investor or that it is tendering the equivalent of EUR 100,000 worth of Target Shares in exchange of Offeror Shares.

Italy

The offer set out in this Communication (the Offer) does not constitute a public offer nor a tender or exchange offer nor an advertisement of securities to the public in the Republic of Italy. Neither the Offer nor the COPN Shares have been registered with or cleared by the Commissione Nazionale per la Società e la Borsa (“CONSOB”) (the Italian securities exchange commission), pursuant to Italian securities legislation. Neither the CONSOB nor any other Italian public authority has examined, approved, cleared or registered this Prospectus or will examine, approve, clear or register this Offer. Accordingly, Italian residents cannot participate in the Offer nor may copies of this Communication or of any other document relating to the Offer be distributed or published in the Republic of Italy, either on primary and on secondary market. This Communication has not been prepared in accordance with the prospectus requirements nor the tender offer requirements provided for, or otherwise applicable in, Italy. Cosmo Pharmaceutical N.V. will not accept, directly or indirectly, any order relating to the Offer made in, or coming from, the Republic of Italy; any such order will be deemed null and void.

General

Cosmo Pharmaceuticals N.V.’s public tender and exchange offer for all publicly held shares of Cassiopea S.p.A. (the Offer) is not being made, directly or indirectly, in any country or jurisdiction in which such offer would be unlawful or otherwise violate any applicable law or regulation or which would require Cosmo Pharmaceuticals N.V. to make any amendment to the terms or conditions of the Offer, to make any additional application to, or to take any additional action with respect to, any governmental, regulatory or legal authority. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer may not be distributed in, or sent to, any such country or jurisdiction. Such documents may not be used for the purpose of soliciting purchases of Cassiopea S.p.A. securities by any person or entity resident or incorporated in such country or jurisdiction.

This Communication is not for distribution in the United States, Canada, Australia, Japan or Italy. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which is unlawful to do so.

End of ad hoc announcement
Language: English
Company: Cosmo Pharmaceuticals N.V.
Riverside 2, Sir John Rogerson’s
Dublin 2 Dublin
Ireland
Phone: + 353 1 817 0370
E-mail: info@cosmopharma.com
Internet: https://www.cosmopharma.com/
ISIN: NL0011832936
Listed: SIX Swiss Exchange
EQS News ID: 1253980

 
End of Announcement EQS News Service

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M1 Kliniken AG continues successful development in Q4 2021

Posted on by

DGAP-News: M1 Kliniken AG

/ Key word(s): Quarterly / Interim Statement/Development of Sales

03.12.2021 / 07:00

The issuer is solely responsible for the content of this announcement.

M1 Kliniken AG continues successful development in Q4 2021

  • Average daily sales in November 2021 in the German practice network again at record level
  • All specialist centres open
  • With four more openings in Germany and Australia, M1 will operate a total of 47 specialty centres by year-end 2021

Berlin, 3.12.2021 – M1 Kliniken AG (ISIN: DE000A0STSQ8) can look back on another successful month. After a peak value of average daily sales was achieved in October 2021 in the German practice network, this value was exceeded again in November 2021.

Currently, all M1 specialist centres are open. The resolutions of Germany’s Prime Minister’s Conference yesterday also do not create any further restrictions for M1. At the same time, M1 clearly focuses on safety. All employees undergo a daily Corona test routine. From Dec. 6, 2021, a 3G regulation will also be implemented for patients.

Four more specialist centres are to open in December 2021. With locations in Aachen, Potsdam and Würzburg the number of German specialist centres rises to 34. The third specialist centre in Australia, Brisbane, is scheduled to open before Christmas. The next target of 50 specialist centres is expected to be reached in the first quarter of 2022.

About M1 Kliniken AG

M1 Kliniken AG is the leading provider of beauty medical health services in Germany. In the aesthetic and surgical area, the group of companies offers products and services with the highest quality standards. Under the “M1 Med Beauty” brand, beauty medical treatments are currently offered at more than 40 specialist centres. In this context, the M1 Schlossklinik for plastic and aesthetic surgery in Berlin, with six operating theatres and 35 beds, is one of the largest and most modern facilities of its kind in Europe. Since the end of 2018, M1 has been pushing ahead with internationalisation and is currently also active in Austria, Switzerland, the Netherlands, England, Croatia and Australia. With its investment in HAEMATO AG, M1 Kliniken AG is also in a position to exploit sales and earnings potential of the treatment products in the medical-aesthetic field.

Contact:
M1 Kliniken AG
Dr. Walter von Horstig, Management Board
Grünauer Straße 5
12557 Berlin
T: +49 (0)30 347 47 44 14
M: ir@m1-kliniken.de

03.12.2021 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: M1 Kliniken AG
Grünauer Straße 5
12557 Berlin
Germany
Phone: +49 (0)30 347 47 44 14
Fax: +49 (0)30 347 47 44 17
E-mail: ir@m1-kliniken.de
Internet: https://www.m1-kliniken.de
ISIN: DE000A0STSQ8
WKN: A0STSQ
Listed: Regulated Unofficial Market in Berlin, Dusseldorf, Frankfurt (Basic Board), Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange
EQS News ID: 1253863

 
End of News DGAP News Service

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Medios AG resolves on capital increase against cash contributions of up to 10% of the share capital

Posted on by

Medios AG / Key word(s): Capital Increase

Medios AG resolves on capital increase against cash contributions of up to 10% of the share capital

02-Dec-2021 / 17:40 CET/CEST

Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP – a service of EQS Group AG.

The issuer is solely responsible for the content of this announcement.

THE INFORMATION CONTAINED IN THIS RELEASE IS NOT FOR PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER COUNTRIES WHERE SUCH DISTRIBUTION OR PUBLICATION MIGHT BE UNLAWFUL

Medios AG resolves on capital increase against cash contributions of up to 10% of the share capital

Berlin, December 2, 2021 – The Management Board of Medios AG (the “Company”) resolved today, with the consent of the Supervisory Board, a capital increase against cash contributions. The capital increase will make partial use of the Authorized Capital 2021. As a result, the Company’s share capital, currently €20,264,991.00, is expected to increase by up to 10% through the issuance of up to 2,026,499 new no-par value bearer shares (“Capital Increase Shares”). The statutory subscription rights of the shareholders have been excluded. The Capital Increase Shares will carry the same rights as the existing shares with the ISIN DE000A1MMCC8 and will be admitted to trading on the regulated market of the Frankfurt Stock Exchange, without a prospectus, with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard).

The Capital Increase Shares will be offered for purchase exclusively to institutional investors in an international private placement by means of an accelerated book building process. The Management Board, with the approval of the Supervisory Board, will determine the placement price and the exact number of new shares to be issued after completion of the placement process. The Company has agreed to a lock-up period of 180 days, with customary market exceptions.

The Company will use the expected net proceeds from the capital increase to finance the cash component of its acquisition of the NewCo Pharma Group.

In addition, the Company is determined to increase the free float continuously in order to ensure a re-inclusion in the SDax at the earliest possible date. For this reason, in the event of significant demand, up to 590,000 additional new shares can be placed under an upsize option (the “Option Shares”, the Capital Increase Shares and the Option Shares collectively the “New Shares”). The Option Shares are part of the 2017 Stock Option Plan, which allows members of the Management Board and senior executives to exercise subscription rights during specified limited time windows. These Option Shares will be created from the Conditional Capital 2017 of the Company. In the event that the upsize option is exercised, the option-exercising members of the Management Board, as well as one additional executive manager who exercised options, have agreed to a lock-up period of 360 days with customary market exceptions as well.

The first trading day of the New Shares is expected to be December 8, 2021. Delivery of the New Shares is also expected for December 8, 2021.

The private placement will commence immediately following the publication of this announcement. The order book is expected to close on December 3, 2021 prior to the start of trading, although the Company reserves the right to close the order book at any time earlier.

Notifying person: Matthias Gaertner, Chief Executive Officer of Medios AG

Contact
Medios AG, Heidestraße 9, 10557 Berlin, Germany
Phone: +49 30 232 5668 00; Fax: +49 30 232 5668 01
E-mail: ir@medios.ag; www.medios.ag

Information and Explanation of the Issuer to this News:

Joh. Berenberg, Gossler & Co. KG is acting as Sole Global Coordinator together with Bryan, Garnier & Co. as Lead Bookrunner and M.M. Warburg & Co (AG & Co.) KGaA as further Joint Bookrunner for the private placement.

About Medios AG
Medios AG is the leading provider of Specialty Pharma solutions in Germany. As a competence partner and expert, Medios covers all relevant aspects of the supply chain in this field: from pharmaceutical supply to the manufacture of patient-specific therapies including blistering. The focus is on optimal patient care via specialized pharmacies.

Medios AG is Germany’s first listed Specialty Pharma company. The shares (ISIN: DE000A1MMCC8) are listed on the Regulated Market of the Frankfurt Stock Exchange (Prime Standard).

Contact
Claudia Nickolaus
Head of Investor & Public Relations
Medios AG
Heidestraße 9 | 10557 Berlin | Germany
P +49 30 232 566 800
c.nickolaus@medios.ag
www.medios.ag

Disclaimer
This notification is a mandatory notification according to Art. 17 MAR. Medios AG is solely responsible for the content of this announcement. As always, the assessments contained herein are subject to the reservations stated below.

Reservation on future statements/no obligation to update
This release contains forward-looking statements that are subject to certain risks and uncertainties. Future results could differ materially from those currently anticipated due to various risk factors and uncertainties, including changes in business, economic and competitive conditions, foreign exchange rate fluctuations, uncertainties in litigation or investigative proceedings, and the availability of financing. Medios AG assumes no responsibility whatsoever to update the forward-looking statements contained in this release.

Note
This release may not be distributed or published in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other countries where such publication may be unlawful. The distribution of this publication may be subject to legal restrictions in some countries and anyone in possession of this document or the information referred to herein should inform themselves about and observe any such restrictions. Failure to comply with such restrictions may constitute a violation of capital market laws of such countries.

This announcement is neither an offer nor a solicitation to subscribe for or purchase securities of Medios AG in the United States of America, Germany or any other country. No public offer has been or will be made and no prospectus will be published in connection with this transaction.

Neither this publication nor its contents may be used as the basis for an offer in any country. The aforementioned securities may not be sold or offered for sale in the United States of America absent registration or an exemption from registration under the United States Securities Act of 1933, as amended (the ‘Securities Act’). The securities of Medios AG are not and will not be registered under the Securities Act.

This announcement does not constitute a recommendation regarding the placement of the securities described in this announcement. Investors should consult a professional advisor as to the suitability of the offer for the person concerned.

In the United Kingdom, this publication is directed only at (i) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the ‘Order’), as amended, or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, partnerships, etc.) (such persons together being referred to as ‘Relevant Persons’). No persons other than Relevant Persons may refer to or rely on this publication. Any investment or investment opportunity referred to in this publication is available only to Relevant Persons and will be engaged in only with Relevant Persons.

The offer referred to herein, which is made in Member States of the European Economic Area (each a ‘Relevant Member State’) is only addressed to ‘qualified investors’ within the meaning of Article 2 (e) of the Prospectus Regulation (‘Qualified Investors’). For these purposes, the term ‘Prospectus Regulation’ means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market and repealing Directive 2003/71/EC, and also includes the delegated regulations in this regard.

No measures have been taken that would permit the offer of the securities, their acquisition or the distribution of this publication in countries where this is not permitted. Anyone who comes into possession of this publication must inform themselves about any restrictions and observe them.

Miscellaneous
This publication is neither an offer to sell nor a solicitation to buy securities. This announcement may not be distributed or published in the United States of America (including its territories and possessions), Canada, Japan or Australia or any other countries in which such publication may be unlawful. This announcement does not constitute a recommendation to buy or sell the securities described in this announcement.

02-Dec-2021 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de
Language: English
Company: Medios AG
Heidestraße 9
10557 Berlin
Germany
Phone: +49 30 232 566 – 800
Fax: +49 30 232 566 – 801
E-mail: ir@medios.ag
Internet: www.medios.ag
ISIN: DE000A1MMCC8
WKN: A1MMCC
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Dusseldorf
EQS News ID: 1253522

 
End of Announcement DGAP News Service

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