Luxembourg, Luxembourg – June 24, 2015 – Cosmo Pharmaceuticals S.A. (SIX: COPN) (“Cosmo”) further reiterates herein the preferential allocation process for the Cassiopea SpA IPO as described in the Offering Memorandum. In this initial public offering (the “Offering”) of its 97% owned subsidiary Cassiopea SpA (“Cassiopea”) all the shares that are being placed are secondary shares currently owned by Cosmo.
Previously the price range for the book building process had been determined at CHF 30 to CHF 40 per share.
A portion of the Cassiopea shares being offered has been reserved for existing Cosmo shareholders that wish to purchase Cassiopea shares. Subject to the offering restrictions set forth in the Offering Memorandum relating to the Offering and to applicable securities laws, these shares will be preferentially allocated to such Cosmo shareholders in a ratio of 0.1284 Cassiopea SpA shares for every Cosmo share they hold. Each buy order from a Cosmo shareholder wishing to purchase shares under this preferential allocation is to contain the number of Cosmo shares owned as at 19 June 2015 as well as the number of Cassiopea shares that are to be purchased. 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 to be preferentially allocated to them.
Cosmo shareholders wishing to purchase shares under the preferential allocation are requested to contact their relationship manager at the bank or broker through which they hold Cosmo shares and to follow the procedures of that bank or broker. Such shareholders should also be aware that Cassiopea’s book-building process may be stopped at any time at the discretion of the Company, therefore if the book is closed before they file a request they may not be able to purchase.
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. 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).