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
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:
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
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.
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