Luxembourg, Luxembourg – June 9, 2015 – Cosmo Pharmaceuticals S.A. (SIX: COPN) (“Cosmo”) announced today that its majority-owned subsidiary Cassiopea SpA (the “Company”) intends to conduct an initial public offering (the “Offering”) and seek a listing on SIX Swiss Exchange.
Through the Offering, which will comprise solely a secondary offering of shares by Cosmo, Cosmo intends to reduce its current 97% shareholding in the Company to below 50%. The Offering will be made by way of a public offering in Switzerland and an institutional offering to investors outside of Switzerland. 37.4% of the Offering will be reserved for allocation to existing Cosmo shareholders, with key Cosmo investors (Cosmo Holding SA, dievini Hopp GmbH & Co KG, Heinrich Herz AG/Logistable Group, Alessandro Della Chà, Giuseppe Cipriano, Luigi Moro, Chris Tanner and Roberto Villa), subscribing their portion of 24.2% subject to satisfaction of certain customary conditions, and 13.2% being reserved proportionally for the remaining Cosmo shareholders.
Cosmo previously announced that it intended to sell a portion of its stake in Cassiopea by way of a listing and initial public offering during the course of 2015. In order to benefit from the development of the Company’s strong pipeline, Cosmo will continue to maintain a strong relationship with Cassiopea as a minority shareholder as well as through agreements for the provision of certain managerial and commercial services.
In advance of the Offering, Cosmo and the minority shareholders of the Company have participated in a capital increase, increasing the Company’s share capital by EUR 49.9 million. The Company expects that the proceeds received from this capital increase will be sufficient to meet its funding needs through to the end of 2017, when Winlevi™, the Company’s product candidate that is in the most advanced stage of development, is scheduled to have completed phase III clinical trials in the US and EU for acne.
Alessandro Della Chà, CEO of Cosmo Pharmaceuticals, said: “The planned IPO of Cassiopea marks an important step in the history of Cosmo. We are transforming our products under development into equity participations that are led by very talented and motivated management. This allows our core team to continue doing what we do best: identify and develop new ideas, run these through clinical trials and then have them marketed by highly knowledgeable and motivated partners.”
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: +41 91 291 3104
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. The offer will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of the Company should only be made on the basis of the securities prospectus to be published.