Proposed secondary sale of shares in Cosmo Pharmaceuticals

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The offering is to place shares held by certain pre 2007 IPO shareholders, and certain beneficiaries of the employee stock ownership program

                                                                                     

Dublin - March 30, 2017 - Cosmo Pharmaceuticals N.V. (SIX; COPN; the “Company”) today announces that Joh. Berenberg, Gossler & Co. KG (“Berenberg”) intends to place ordinary shares (the “Placing Shares”) in the Company on behalf of certain pre IPO investors, certain beneficiaries of the employee stock ownership plan (“ESOP”), by way of an accelerated book-build offering to qualified investors (the “Placing”). 

The Company has been made aware that certain pre IPO investors would like to sell some shares in the Company. In order to contribute to the increase of the free float, the beneficiaries of the ESOP will exercise stock options, which would increase the share capital of the Company by 4.3%, and sell the subsequent shares. The Company has decided to coordinate the placing. The Placing Shares will therefore consist of:

  • 200,000 shares directly held by Mr. Roberto Villa, a 74 year old employee of the Company;
  • 200,000 shares held by Mr. Gerald Herz; and
  • 618,500 shares created by the exercise of stock options held by the Company on behalf of certain employees and directors of the Company (the “ESOP Beneficiaries”);
  • 315,447 treasury shares held by the Company

Cosmo Holding S.a.r.l., the largest shareholder in Cosmo Pharmaceuticals, is not selling any shares in the Placing.

The number of shares offered in the Placing by the above sellers, together the “Selling Shareholders” and treasury shares will be 1.33 million, representing up to approximately 9.3 per cent of the Company’s issued existing ordinary share capital. 

The Company and all Selling Shareholders including all ESOP Beneficiaries have agreed that they will not, for a period of 90 days following the completion of the Placing, offer, sell or otherwise transfer any shares from their respective residual shareholdings in the Company.

Berenberg will be acting as Sole Bookrunner and Placing Agent for the Placing. The books for the Placing are open with immediate effect and may close at short notice.

The sale is subject to demand, price and market conditions, and, in particular, the number of Placing Shares to be sold in the Placing may be changed. The identity of all Selling Shareholders and the basis of the allocations are at the discretion of the Company and the Placing Agent. The price at which the Placing Shares are to be placed and the final number of Placing Shares will be agreed by the Selling Shareholders and the Placing Agent at the close of the bookbuilding process. The details will be announced as soon as practicable after the close of the bookbuilding process.

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 Disorders and Endoscopic Procedures. 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 has developed a medical device for polyp and adenoma excision and is has completed clinical trials of LuMeBlue™, a diagnostic drug for the detection of colon cancer as well as new chemical entities that are being developed by the associate company Cassiopea S.p.A. for the topical treatment of skin diseases. 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®, the first glucocorticosteroid indicated for the induction of remission in active, mild to moderate Ulcerative Colitis, licensed in US to Santarus/Salix/Valeant and in the Rest of the World to Ferring as Cortiment®. 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

Enquiries:

Cosmo Pharmaceuticals        + 353 1 817 0370                

Dr. Chris Tanner, Head of Investor Relations

Joh. Berenberg, Gossler & Co. KG     +49 69 91 30 90 566

Oliver Diehl

Bastian Schiedat

Dominik Gansloser

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