EQS-Ad-hoc: Cosmo Pharmaceuticals N.V. / Key word(s): Takeover 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. 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.
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,
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
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Startseite > News & Analysen > Finanzmarkt > EQS-Adhoc: COSMO PHARMACEUTICALS N.V. and Cassiopea S.p.a. PUBLISH PROVISIONAL final...
EQS-Adhoc: 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.
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