Berlin, 14 June 2017 – The Executive Board and Supervisory Board of Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY) have evaluated the voluntary public takeover offer of Summit Hero Holding GmbH (“Bidder”) and have published their statement pursuant to section 27 of the German Takeover Act (Wertpapiererwerbs- und Übernahmeangebot ‑ WpÜG).
The Executive Board and Supervisory Board of Epigenomics AG welcome the takeover offer and recommend to the shareholders to accept it.
Greg Hamilton, CEO of Epigenomics, said: “The Executive Board and Supervisory Board of Epigenomics are convinced that the takeover offer fully takes into account the company’s potential – despite existing risks. Therefore, we recommend that all Epigenomics shareholders accept the takeover offer within the acceptance period, which ends on 7 July.”
Summit Hero Holding GmbH offers 7.52 Euros per share in cash to all Epigenomics shareholders. This reflects a 51.9 % premium to the XETRA closing price prior to the announcement of the takeover intention as well as a 49.2 % premium to the 3-month volume weighted average share price prior to the announcement of the takeover intention. From the perspective of the Executive Board and the Supervisory Board, the offer price is fair and reasonable. They based this conclusion on their own analyses as well as a fairness opinion that was prepared by the financial advisor Raymond James & Associates, Inc.
Other reasons for the recommendation to accept the takeover offer include the Bidder’s intention to support Epigenomics’ strategy and to invest in the company. Epigenomics employees are to be retained and the company’s headquarters will remain in Berlin.
All members of the Executive Board and Supervisory Board of Epigenomics AG who have shares in the company have already accepted the takeover offer or will accept it.
Heino von Prondzynski, Chairman of the Supervisory Board of Epigenomics said: “We recommend accepting the takeover offer, as it creates immediate value for our shareholders while strengthening the long-term prospects of Epigenomics at the same time.”
The completion of the offer is subject to the condition, among others, that a minimum acceptance threshold of 75 percent of all Epigenomics shares is reached. All necessary regulatory approvals have already been granted. The acceptance period lasts through 7 July 2017.
The reasoned statement of the Executive Board and Supervisory Board is available here: www.epigenomics.com/news-investoren/takeover-offer.
The takeover offer is available on the bidding company’s website: www.summit-hero-angebot.de
Epigenomics AG, Investor Relations, Peter Vogt, Geneststrasse 5, 10829 Berlin, Tel +49 (0) 30 24345 386, Fax +49 (0) 30 24345 555, E-Mail: firstname.lastname@example.org
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, please visit www.epigenomics.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 offer for purchase of shares of Epigenomics AG, including all conditions, is subject exclusively to the conditions named by the Bidder in the offer document.
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.