DER AKTIONÄR – Unsere App
COSMO PHARMACEUTICALS N.V. UND CASSIOPEA S.P.A. VERÖFFENTLICHEN ENDGÜLTIGE ERGEBNISSE DES ÖFFENTLICHEN UMTAUSCHANGEBOTS FÜR ALLE SICH IM PUBLIKUM BEFINDENDEN AKTIEN DER CASSIOPEA S.P.A.
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EQS-Ad-hoc: Cosmo Pharmaceuticals N.V. / Schlagwort(e): Firmenübernahme
COSMO PHARMACEUTICALS N.V. UND CASSIOPEA S.P.A. VERÖFFENTLICHEN ENDGÜLTIGE
ERGEBNISSE DES ÖFFENTLICHEN UMTAUSCHANGEBOTS FÜR ALLE SICH IM PUBLIKUM
BEFINDENDEN AKTIEN DER CASSIOPEA S.P.A.
07.12.2021 / 06:01 GMT/BST
Veröffentlichung einer Ad-hoc-Mitteilung gemäss Art. 53 KR
Für den Inhalt der Mitteilung ist der Emittent / Herausgeber verantwortlich.
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Ad hoc- Mitteilung gemäss Art. 53 LR
Dublin, Irland und Lainate, Italien - 7. Dezember 2021 - Cosmo
Pharmaceuticals N.V. (SIX: COPN) ("Cosmo") und Cassiopea S.p.A. (SIX: SKIN)
("Cassiopea") gaben heute die definitiven Endergebnisse des öffentlichen
Umtauschangebots von Cosmo gemäss Artikel 125 ff. des Bundesgesetzes über
die Finanzmarktinfrastruktur und das Marktverhalten im Effekten- und
Derivatehandel vom 19. Juni 2015 für alle sich im Publikum befindenden
Namenaktien von Cassiopea ("Angebot") bekannt.
Nach Ablauf der zusätzlichen Annahmefrist am 2. Dezember 2021, 16:00 Uhr
(MEZ), zeigen die definitiven Endergebnisse, dass Cosmo im Rahmen des
Angebots insgesamt 5,366,250 Cassiopea Aktien angeboten worden sind, was ca.
93.4% der Cassiopea Aktien auf die sich das Angebot bezieht, entspricht, was
zusammen mit den bereits von Cosmo gehaltenen Cassiopea Aktien ca. 96.5% der
derzeit ausgegebenen Cassiopea Aktien entspricht.
Die Abwicklung des Angebots wird voraussichtlich am 17. Dezember 2021
erfolgen. Die Auszahlung der Barabfindung für die Bruchteilsaktien wird
voraussichtlich am 23. Dezember 2021 erfolgen.
Das Angebot unterliegt den im Angebotsprospekt vom 4. Oktober 2021
dargelegten Angebotsbeschränkungen.
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.
Contact Niall Donnelly, CFO & Head Diana Harbort, CEO & Head of
of Investor Relations Cosmo Investor Relations Cassiopea
Pharmaceuticals N.V. Tel: +353 1 817 S.p.A. Tel: +39 02 868 911 24,
03 70 [1]ndonnelly@cosmopharma.com [1]dharbort@cassiopea.com 1.
1. mailto:ndonnelly@cosmopharma.com mailto:dharbort@cassiopea.com
Disclaimer
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 the European Economic Area (EEA) pursuant to an exemption under
Regulation (EU) 2017/1129 (as amended and together with any applicable
adopting or amending measures in any relevant member state (as defined
below), the Prospectus Regulation), as implemented in each member state of
the EEA (each a relevant member state), from the requirement to publish a
prospectus that has been approved by the competent authority in that
relevant member state and published in accordance with the Prospectus
Regulation as implemented in that relevant member state or, where
appropriate, approved in another relevant member state and notified to the
competent authority in that relevant member state, all in accordance with
the Prospectus Regulation. Accordingly, in the EEA, the Offer and documents
or other materials in relation to the Offer and the shares in Cosmo
Pharmaceuticals N.V. (the Offeror Shares) are only addressed to, and are
only directed at, (i) qualified investors (qualified investors) in the
relevant member state within the meaning of Article 2(1)(e) of the
Prospectus Regulation, as adopted in the relevant member state, and (ii)
persons who hold, and will tender, the equivalent of at least EUR 100,000
worth of shares in Cassiopea S.p.A. (the Target Shares) in exchange for the
receipt of Offeror Shares (collectively, permitted participants). This offer
prospectus and the documents and other materials in relation to the Offer
may not be acted or relied upon by persons in the EEA who are not permitted
participants, and each Target shareholder seeking to participate in the
Offer that is resident in the EEA will be deemed to have represented and
agreed that it is a qualified investor or that it is tendering the
equivalent of EUR 100,000 worth of Target Shares in exchange of Offeror
Shares.
Italy
The offer set out in this Communication (the Offer) does not constitute a
public offer nor a tender or exchange offer nor an advertisement of
securities to the public in the Republic of Italy. Neither the Offer nor the
COPN Shares have been registered with or cleared by the Commissione
Nazionale per la Società e la Borsa ("CONSOB") (the Italian securities
exchange commission), pursuant to Italian securities legislation. Neither
the CONSOB nor any other Italian public authority has examined, approved,
cleared or registered this Prospectus or will examine, approve, clear or
register this Offer. Accordingly, Italian residents cannot participate in
the Offer nor may copies of this Communication or of any other document
relating to the Offer be distributed or published in the Republic of Italy,
either on primary and on secondary market. This Communication has not been
prepared in accordance with the prospectus requirements nor the tender offer
requirements provided for, or otherwise applicable in, Italy. Cosmo
Pharmaceutical N.V. will not accept, directly or indirectly, any order
relating to the Offer made in, or coming from, the Republic of Italy; any
such order will be deemed null and void.
General
Cosmo Pharmaceuticals N.V.'s public tender and exchange offer for all
publicly held shares of Cassiopea S.p.A. (the Offer) is not being made,
directly or indirectly, in any country or jurisdiction in which such offer
would be unlawful or otherwise violate any applicable law or regulation or
which would require Cosmo Pharmaceuticals N.V. to make any amendment to the
terms or conditions of the Offer, to make any additional application to, or
to take any additional action with respect to, any governmental, regulatory
or legal authority. It is not intended to extend the Offer to any such
country or jurisdiction. Documents relating to the Offer may not be
distributed in, or sent to, any such country or jurisdiction. Such documents
may not be used for the purpose of soliciting purchases of Cassiopea S.p.A.
securities by any person or entity resident or incorporated in such country
or jurisdiction.
This Communication is not for distribution in the United States, Canada,
Australia, Japan or Italy. This communication does not constitute an offer
to sell, or the solicitation of an offer to buy, securities in any
jurisdiction in which is unlawful to do so.
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Ende der Ad-hoc-Mitteilung
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Sprache: Deutsch
Unternehmen: Cosmo Pharmaceuticals N.V.
Riverside 2, Sir John Rogerson's
Dublin 2 Dublin
Irland
Telefon: + 353 1 817 0370
E-Mail: info@cosmopharma.com
Internet: https://www.cosmopharma.com/
ISIN: NL0011832936
Börsen: SIX Swiss Exchange
EQS News ID: 1254643
Ende der Mitteilung EQS News-Service
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1254643 07.12.2021 GMT/BST
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Quelle: dpa-AFX
