NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA Cosmo announces details of share buyback Up to 244'500 shares are to be repurchased through a public tender offer Offer price of CHF 93.25, the average of closing prices of last 30 calendar days LAINATE - February 6, 2014. Cosmo Pharmaceuticals S.p.A. (SIX: COPN) today announced the details of its share buyback. Cosmo pre-informed about the intention to buy 4% of its issued shares on January 31, 2014. The board of directors of Cosmo has authorized the purchase of up to 4% of the shares issued by the Company. This amounts to 599'830 shares. The shares purchased shall be used for a new employee stock ownership plan. The purchase price is the average of the closing prices of the shares on SIX Swiss Exchange for the last 30 calendar days. This amounts to CHF 93.25. In order to demonstrate acceptance of these conditions, the three biggest reporting shareholders sold a number of shares proportionally to their shareholding to Cosmo. Cosmo Holding has sold 4% of its shares, i.e. 247'342 shares, dievini Hopp GmbH & Co KG have sold 4% of their shares, i.e. 61'568 shares and the Herz family and Logistable Group have sold 4% of their shares, i.e. 46'420 shares to the Company at this price post market closing on February 5, 2014. Consequently, the number of shares to be repurchased from the other shareholders amounts to 244'500 shares. Cosmo intends to publish a public tender offer for this number of shares on February 11, 2014. The offer price is CHF 93.25 per share. If more shares than 244'500 shares are tendered, then the tenders will be cut back pro rata. The offer period is expected to begin on February 11 and to end on February 24, 2014, 16:00 CET. On February 25, 2014 the results of the public tender offer shall be published. Delivery of the shares and payment, also of the purchase transactions with the three largest shareholders agreed to on February 5, is planned for February 27, 2014. 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. In addition, the Company is developing a diagnostic for the detection of colon cancer and a new chemical entity for the topical skin treatment. 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(TM), 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 Financial calendar Yearly results 2014 27. March 2014 General assembly 16. April 2014 Contact: Cosmo Pharmaceuticals S.p.A. Dr. Chris Tanner, CFO & Head of Investor Relations Tel: +39 02 9333 7453 Fax: +39 02 9333 7663 email@example.com Cautionary Statement Regarding Forward Looking Statements This report and other material being released by Cosmo herewith contains statements that constitute "forward looking statements" including but not limited to managements outlook for Cosmo's pipeline development and financial performance and statements relating to the anticipated effect of transactions and strategic initiatives on Cosmo's business and future development. While these forward looking statements represent Cosmo's judgments and expectations concerning the matters therein described, a number of risks, uncertainties and other important factors could cause actual developments and results to differ from Cosmo's expectations. This notice does not constitute a listing advertisement in accordance with the SIX Swiss Exchange's Listing Rules or an issuing prospectus within the meaning of Article 652a and 1156 of the Swiss Code of Obligations. The repurchase offer described herein is not made, directly or indirectly, in any country or jurisdiction in which such offer would be considered unlawful, or would in any way violate any applicable law or regulation, or which would require Cosmo Pharmaceuticals S.p.A. to amend the terms and conditions of the buyback offer in any way, or would require doing any additional filing with, or taking any additional action in regard to any governmental, regulatory or legal authority. It is not intended to extend the buyback offer to any such country or jurisdiction. Documents relating to the buyback offer may neither be distributed in such countries or jurisdictions nor sent into such countries or jurisdictions. Such documents may not be used for purposes of soliciting the purchase of any securities of Cosmo Pharmaceuticals S.p.A. by any person or entity in such countries or jurisdictions. In particular, this offer is not made in the United States of America and may be accepted only outside the United States. Persons within the United States are not eligible to accept or otherwise participate in this offer. No offer to purchase securities is made to, and no offer to sell securities is solicited or will be accepted from, any such person. Neither this notice nor any other materials relating to the offer may be, directly or indirectly, distributed in, sent into or communicated by use of the mails or by any means or instrumentality of interstate commerce or of any facility of a national securities exchange, or otherwise, within the United States, and may not be used for the purpose of making an offer to purchase, or soliciting an offer to sell, any securities in the United States. # # # Press Release (PDF) Provider Channel Contact Tensid Ltd., Switzerland newsbox.ch Provider/Channel related enquiries www.tensid.ch www.newsbox.ch firstname.lastname@example.org +41 41 763 00 50
Cosmo announces details of share buyback
Press spacebar to pause and continue. Press esc to stop.