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Biotie Therapies Corporation. (11/14/08). "Press Release: The Acquisition of the Pharmaceutical Development Company Elbion GmbH Completed".
|Organisation 2||Biotie Therapies Corporation|
|Index term||Elbion–Biotie: investment, 200810–200811 acquisition merger in shares w Elbion owners receiving 32.3% of Biotie issued share capital|
Biotie Therapies Corp. ("Biotie" or the "Company") has entered into an agreement with elbion NV on the acquisition of its fully owned subsidiary, elbion GmbH (the "Transaction"). To complete the Transaction, the Board of Directors of Biotie has proposed to the General Meeting of Shareholders of Biotie to be convened on 14 November 2008 (the "General Meeting of Shareholder") that the General Meeting would resolve, in deviation from the shareholders' pre-emptive subscription right: (i) to offer 46,802,967 new shares (the "Exchange Shares") to be subscribed by elbion NV as consideration for one (1) share in elbion GmbH (the "Exchange Offer") and (ii) in connection with the Exchange Offer to offer up to 7,305,733 new shares to be subscribed by certain funds held or managed by Burrill & Company, TVM Capital and AGF Private Equity (the "Offer Shares", the "Offering") (the Offer Shares and the Exchange Shares together, the "Shares"). Biotie has disclosed the agreement, the details of the transaction and the activities of the combined entity in a stock exchange release published on 24 October 2008.
The Transaction was subject to the resolutions of the General Meeting of Biotie on the share issue and the election of new board members to the Board of Biotie. These resolutions have been made in the Extraordinary General Meeting of Biotie held today. Biotie has published a stock exchange release earlier today regarding the resolutions of the General Meeting. The notice to the Extraordinary General Meeting and the proposals of the Board have been disclosed in a stock exchange release on 24 October 2008.
As announced earlier, as consideration, Biotie has issued 46,802,967 new shares to elbion NV for subscription. In connection with the transaction, certain shareholders of elbion NV have invested an aggregate amount of EUR 3.3 million into the combined entity by subscribing 7,305,733 new shares of Biotie.
The issue of the consideration shares in the acquisition of elbion GmbH and their subscriptions and payment have been completed today, and the title to the share capital of elbion GmbH has been transferred to Biotie. The new shares of Biotie have been notified for registration to the Trade Register. The new shares shall be registered approximately on 17 November 2008 and admitted to public trading on the main list of NASDAQ OMX Helsinki Ltd on Tuesday, 18 November 2008.
In the Combination Agreement elbion NV has agreed not to transfer the Shares in Biotie for which it has subscribed in connection with the Exchange Offering for 12 months as of the completion of the Exchange Offering, except for the transfers between the shareholders or affiliates of elbion NV and to certain directors of elbion GmbH, provided that the corresponding transfer restriction applies to the said entities and parties. Funds that have subscribed for Shares in the Offering: TVM Life Science Ventures VI GmbH & Co. KG, FCPI AGF Innovation 5, FCPI AGF Innovation 4, Burrill Life Science Capital Fund L.P., Burrill Indiana Life Science Capital Fund L.P. and TVM Life Science Ventures VI L.P. have agreed that a corresponding transfer restriction shall apply to the said funds.
The number of the consideration shares offered to elbion NV represents 32.43 per cent of Biotie's issued share capital and votes attaching thereto after the transaction. The shares subscribed by certain shareholders of elbion NV represent, respectively, 5.06 per cent of the Company's issued share capital and votes attaching thereto after the transaction. elbion NV has been granted an exemption from the obligation to made a public tender offer in accordance with chapter 6, section 10 of the Finnish Securities Markets Act and elbion NV is not obligated to make an offer for all shares of Biotie even though its holdings exceed 3/10 of the voting rights attached to all shares in Biotie. The Prerequisite for the exemption was that the holdings of elbion NV of voting rights in Biotie referred to in Chapter 6, Section 10 of the Finnish Securities Markets Act shall decrease to or below 3/10 within nine months after the Shares issued in connection with the Exchange Offer have been entered into the Trade Register.
Following the registration of the issued shares, Biotie has the aggregate of 144.320.560 shares and the aggregate share capital of EUR 44.290.678,10.
Turku, 14 November 2008
Biotie Therapies Corp.
Board of Directors
For further information, please contact:
Timo Veromaa, President and CEO, Biotie Therapies Corp
tel. +358 2 274 8900, e-mail: email@example.com
Record changed: 2016-05-31
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