- Shareholders will be offered 7.52 Euros in cash per share valuing Epigenomics at approximately 171 million Euros
- The offer reflects a 49.4% premium to 3-month volume weighted average share price prior to announcement and a 32.0% premium to the highest closing price in the last 12 months
- Voluntary public takeover offer will be for all of Epigenomics’ outstanding shares
- Epigenomics and Blitz F16-83 GmbH view the transaction as an opportunity to grow the business and strengthen
- Epigenomics’ presence in the global diagnostic market
- Epigenomics’ legal domicile and headquarters will remain in Berlin, Germany
- Executive and Supervisory Board of Epigenomics fully support the transaction
Berlin (Germany) and Germantown, MD (U.S.A.), April 26, 2017 – Epigenomics AG (FSE: ECX; OTCQX: EPGNY) (“Epigenomics” or “Company”), Cathay Fortune International Company Limited (“CFIC”) and Blitz F16-83 GmbH (in the future Summit Hero Holding GmbH, “Bidder”), a subsidiary of CFIC, have tonight entered into a business combination agreement (“BCA”) regarding the takeover of Epigenomics by the Bidder. Other than by CFIC, the Bidder will also be indirectly owned by the currently largest shareholder of Epigenomics, Biochain, the strategic partner of Epigenomics and a subsidiary of Team Curis Group.
Pursuant to the BCA, the Bidder has agreed to launch a voluntary public takeover offer pursuant to the German Takeover Act (Wertpapiererwerbs- und Übernahmeangebot, “WpÜG”) to acquire all of the outstanding ordinary shares of Epigenomics AG (“Takeover Offer”).
Under the terms of the BCA, Epigenomics shareholders will be offered 7.52 Euros in cash per each ordinary share. The transaction values Epigenomics’ equity, including net cash, at approximately 171 million Euros and reflects a 49.4% premium to the 3-month volume weighted average share price of 5.03 Euros (as published by Bloomberg.com) prior to announcement and a 51.9% premium to yesterday’s XETRA-closing price of 4.95 Euros as well as a 32.0% premium to the highest closing price in the last 12 months. The offer shall be subject to certain closing conditions, including regulatory approval and a minimum acceptance threshold of 75% of all of Epigenomics’ outstanding shares.
The Executive Board and the Supervisory Board of Epigenomics support the transaction. “We fully support the transaction as it delivers immediate value to our shareholders while fostering the long-term prospects of Epigenomics,” said Heino von Prondzynski, Chairman of the Supervisory Board of Epigenomics.
“We are convinced that this transaction is in the best interest of Epigenomics and its shareholders,” stated Greg Hamilton, Chief Executive Officer of Epigenomics. “It provides our company with access to the capital resources necessary to successfully commercialize our innovative products on a global scale. In addition, the transaction will allow us to expand our R&D activities in order to unfold the potential of our unique cancer biomarker technology in the future.” Both Epigenomics and CFIC view the transaction as an opportunity to grow and expand the Company and its workforce.
All members of the Executive Board and the Supervisory Board owning Epigenomics shares intend to accept the takeover offer.
CFIC supports Epigenomics’ strategy
The BCA sets out the purpose and the principal terms of the transaction and the future strategy. The Bidder and CFIC intend to support Epigenomics’ strategy going forward and to promote the business growth of the Company and its position within its area of expertise. In this regard and in order to finance the short-term working capital requirements of Epigenomics, the Bidder and CFIC have agreed to invest, upon the request of Epigenomics and subject to certain conditions, a cash amount of up to about 6.46 million Euros in the Company.
The Bidder and CFIC also intend to maintain the locations of the business operations of the Company’s Group and its main business activities at significant locations, including the Company’s headquarter in Berlin. The current workforce of Epigenomics is not intended to be reduced as a consequence of the transaction.
Management remains in place
In the event the takeover is successful, the Bidder and CFIC intend to keep the current members of the executive board in place, with Greg Hamilton as CEO of Epigenomics and Dr. Uwe Staub as COO. After closing of the transaction, the Bidder and CFIC plan to amend the composition of the Supervisory Board in order to reflect at least their ownership position in Epigenomics.
The transaction will be implemented through a voluntary public takeover offer of the Bidder for all outstanding ordinary shares of Epigenomics.
The Bidder expects the offer to commence in May 2017 after approval of the offer document by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungs-aufsicht, “BaFin”). The offer will be subject to certain conditions precedent, including regulatory approval and a minimum acceptance threshold of 75% of all of Epigenomics’ issued shares.
Closing is expected in the summer of 2017.
Raymond James is acting as financial advisor and Hengeler Mueller is serving as legal advisor to Epigenomics. Jefferies is acting as financial advisor and Latham & Watkins is serving as legal advisor to CFIC.
Analyst and Investor Call Details
The Company will host a conference call and webcast at 2.30 pm CET / 8.30 am EST, today. The presentation can be followed on the Company’s website.
The dial-in numbers for the conference call are:
Dial-in number (within Germany): +49 30 232531411
Dial-in number (within the UK): +44 203 3679216
Dial-in number (within the U.S.A.): +1 408 9169838
Participants are kindly requested to dial in 10 minutes prior to the start of the call.
Both an audio replay of the conference call and a transcript of the conference call will be provided on Epigenomics’ website subsequently: www.epigenomics.com.
Epigenomics is a molecular diagnostics company focused on blood-based detection of cancers using its proprietary DNA methylation biomarker technology. The company develops and commercializes diagnostic products across multiple cancer indications with high medical need. Epigenomics’ lead product, Epi proColon, is a blood-based screening test for the detection of colorectal cancer. Epi proColon has received approval from the U.S. Food and Drug Administration (FDA) and is currently marketed in the United States, Europe, and China and selected other countries. Epigenomics’ second product, Epi proLung®, is in development as a blood-based test for lung cancer detection.
For more information, visit www.epigenomics.com.
Epigenomics AG, Investor Relations, Peter Vogt, Geneststrasse 5, 10829 Berlin, Tel +49 (0) 30 24345 386, Fax +49 (0) 30 24345 555, E-Mail: email@example.com
This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell securities. The takeover offer for the outstanding ordinary shares of Epigenomics has not commenced. The terms and conditions of the takeover offer will be published in, and the solicitation and offer to purchase ordinary shares will be made only pursuant to the offer document and related offer materials prepared by the Bidder and as approved by BaFin. The offer document will be published at a later date in accordance with the German Takeover Act (WpÜG). The offer document will further be made available on the internet at www.epigenomics.com.
This press release is not a statement from the Executive Board or the Supervisory Board of Epigenomics with regard to the Takeover Offer pursuant to Sec. 27 WpÜG. Epigenomics’ Executive Board and Supervisory Board will provide a statement pursuant to Sec. 27 WpÜG after publication of the offer document by the Bidder. The sole authoritative document for the Takeover Offer is the offer document prepared by the Bidder and approved by BaFin.
Neither this press release nor other statements of Epigenomics in connection with the Takeover Offer, in particular the statement of its Executive Board and Supervisory Board pursuant to Sec. 27 WpÜG, release each shareholder from its own obligation to review the information contained in the offer document and, by using all sources of knowledge available to him and by taking into account its individual needs (in particular with regard to its individual tax situation), the laws applicable to him and its own assessment regarding the future development of the Epigenomics share, to draw its own conclusions whether to accept the Takeover Offer or not.
Executive Board and Supervisory Board point out that they are not in a position nor obliged to verify whether shareholders of Epigenomics accepting the Takeover Offer comply with the obligations arising under laws applicable to them individually. Epigenomics shareholders who wish to accept the Takeover Offer should examine whether the acceptance complies with potential legal obligations that may result from personal circumstances (for instance sales restrictions). Executive Board and Supervisory Board furthermore recommend that all shareholders who are bound by a foreign jurisdiction should inform themselves of the applicable laws and comply with them. Executive Board and Supervisory Board of Epigenomics do not assume any liability for the decision of an Epigenomics shareholder and recommend that each Epigenomics shareholders seeks individual tax or legal advice if required.
This communication expressly or implicitly contains certain forward-looking statements concerning Epigenomics AG and its business. Such statements involve certain known and unknown risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of Epigenomics AG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Epigenomics AG is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.