Luxembourg, Luxembourg – June 22, 2015 – Cosmo Pharmaceuticals S.A. (SIX: COPN) (“Cosmo”) has announced today that the price range for the initial public offering (the “Offering”) of its 97% owned subsidiary Cassiopea SpA (“Cassiopea”) has been set at CHF 30 to CHF 40 per offered share. This price range implies a market capitalization of approximately CHF 300 million to CHF 400 million for Cassiopea. Cosmo also announces the publication of the offering and listing memorandum in connection with the Offering.
Cassiopea is a clinical stage specialty pharmaceutical company focused on develo­ping and commercializing innovative and differentiated medical dermatology products addressed to the topical treatment of acne, androgenic alopecia and genital warts. Cosmo and Cassiopea announced on June 9, 2015 the intention to float and list Cassiopea’s shares on SIX Swiss Exchange.
The Offering consists solely of the sale of secondary shares by Cassiopea’s majority shareholder Cosmo which intends to reduce its current 97% shareholding in Cassiopea to below 50%. Up to 4,800,000 shares will be made available in the Offering. Cosmo has further granted 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.
Certain existing Cosmo shareholders (the “Cornerstone Investors”), who together own 62.8% of Cosmo’s outstanding share capital as of the date hereof, have committed to buy 1,163,600 shares of the Offering, while 687,947 shares will be reserved for offer to remaining Cosmo shareholders should they wish to participate in the Offering.
Cosmo will receive all net Offering proceeds. Prior to the Offering, EUR 49.9 million cash was contributed to Cassiopea by its current shareholders in order for it to fund its ongoing clinical trials up to the end of 2017.
Cosmo, each member of the Board of Directors and the Management of Cassiopea, as well as the Cornerstone Investors have agreed to a lock up of 12 months after the first day of trading of Cassiopea. Cassiopea has agreed not to issue or sell its shares for 6 months after the first day of trading of Cassiopea.
The bookbuilding process will commence on June 22, 2015 and is expected to con­clude on or about July 2, 2015 after which the final offer price and the final number of offered shares will be announced. The listing and commencement of trading of the shares on SIX Swiss Exchange is expected to occur on or about July 3, 2015.
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.
This communication is not for distribution in the United States, Canada, Australia or Japan. This communication 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. The offer will be made solely by means of, and on the basis of, the offering and listing memorandum. An investment decision regarding the offered securities of the Company should only be made on the basis of the offering and listing memorandum which can be obtained from Credit Suisse AG, Zurich (T +41 44 333 4385, F +41 44 333 3593, equity.prospectus@credit-suisse.com).