Luxembourg, Luxembourg – July 1, 2015 – Cosmo Pharmaceuticals S.A. (SIX: COPN) (“Cosmo”) announced today that the closing of the bookbuilding process has been accelerated and the issue price fixed at CHF 34 per share. The shares (SIX: SKIN) will be listed on the SIX with first trading occurring on July 1, 2015.
Cassiopea has 10 million registered shares issued, each with a par value of EUR 1. The Offering consisted solely of the sale of secondary shares by Cassiopea’s majority shareholder Cosmo which reduced its 97% shareholding in Cassiopea to below 50%. 4,800,000 Shares were made available and sold in the Offering. Cosmo further granted the syndicate banks an over-allotment option of up to an additional 363,640 Shares, which can be exercised within 30 calendar days after the first day of trading on SIX Swiss Exchange.
The Offering consists of a public offering in Switzerland, private placements to qualified investors in certain jurisdictions outside of Switzerland in accordance with applicable securities laws.
Alessandro Della Cha, CEO of Cosmo commented, “I am pleased that we were able to successfully conclude this transaction in spite of the turbulent market conditions. This is an important strategic step for Cosmo and it puts Cassiopea under control of management that can best develop its potential.”
Diana Harbort, CEO of Cassiopea commented, “I am delighted at the success of the transaction. Now we can set off creating value for the shareholders in developing this exciting portfolio of products.”
Jefferies and Credit Suisse are acting as Global Coordinators with Jefferies acting as stabilization agent. Bank am Bellevue is acting as Co-Lead Manager in connection with the Offering.
About Cosmo Pharmaceuticals
Cosmo is a specialty pharmaceutical company that aims to become a global leader in the field of optimized therapies for selected Gastrointestinal and topically treated Skin Disorders. The company’s proprietary clinical development pipeline specifically addresses innovative treatments for IBD, such as Ulcerative Colitis and Crohn’s Disease, and Colon Infections. Cosmo’s MMX® products that have reached the market are Lialda®/Mezavant®/Mesavancol®, a treatment for IBD that is licensed globally to Giuliani and Shire Limited and Uceris®, the first glucocorticosteroid indicated for the induction of remission in active, mild to moderate ulcerative colitis, licensed in US to Salix and in the Rest of the World except for Japan to Ferring. Cosmo’s proprietary MMX® technology is at the core of the Company’s product pipeline and was developed from its expertise in formulating and manufacturing gastrointestinal drugs for international clients at its GMP (Good Manufacturing Practice) facilities in Lainate, Italy. The technology is designed to deliver active ingredients in a targeted manner in the colon. For further information on Cosmo, please visit the Company’s website: www.cosmopharma.com
UCERIS® in the USA is a trade mark of Santarus Inc/Salix Pharmaceuticals Inc.
Contact
Cosmo Pharmaceuticals S.A.
Dr. Chris Tanner, CFO and Head of Investor Relations
Tel: +352 278 48 749
ctanner@cosmopharma.com
Some of the information contained in this press release contains forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. Cosmo undertakes no obligation to publicly update or revise any forward-looking statements.
In the European Economic Area, with respect to any Member State that has implemented Directive 2003/71/EC and Directive 2010/73/EU (together with any applicable implementing measures in any Member State, the “Prospectus Directive”) this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.
These materials shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
In particular, these materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the “Securities Act”). The securities referred to herein have not been and will not be registered under the Securities Act. There will be no public offering of these securities in the United States.
This communication is being distributed only to, and is directed only at (a) persons outside the United Kingdom, (b) 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, as amended (the “Order”), and (c) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “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. Any person who is not a relevant person should not act or rely on this communication or any of its contents.
This publication constitutes neither an offer to sell nor a solicitation to buy securities of the Company and it does not constitute a prospectus or a similar communication within the meaning of article 752, 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. This publication constitutes neither an offer to sell nor a solicitation to buy securities of the Company. The securities have already been sold.