Berlin, 8 June 2017 – Today Summit Hero Holding GmbH published the offer document for the voluntary takeover offer for all outstanding shares of Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY).
This marks the beginning of the acceptance period, in which Epigenomics shareholders can accept the cash offer of 7.52 Euros per share.
The offer price 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.
The Executive Board and Supervisory Board of Epigenomics fully support the takeover offer. The Executive Board and Supervisory Board will carefully evaluate the offer document in the best interests of the company and provide a reasoned statement on the offer pursuant to section 27 of the German Takeover Act (Wertpapiererwerbs- und Übernahmeangebot ‑ WpÜG). At this time, both boards assume that they will be able to recommend the offer for acceptance to shareholders.
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 relevant regulatory approvals have already been granted.
The acceptance period lasts through 7 July 2017. The additional acceptance period is anticipated to begin on 13 July 2017 and ends on 26 July 2017 at midnight. With the successful completion of the offer, the purchase price will be paid shortly after the expiry of the acceptance period or – with acceptance of the offer during the additional acceptance period – shortly after its expiry. The additional acceptance period will only begin if all offer conditions, including the minimum acceptance threshold, were fulfilled within the first acceptance period.
Greg Hamilton, CEO of Epigenomics: “The takeover offer is in the best interests of Epigenomics and its shareholders. The transaction gives us access to the necessary capital and resources in order to successfully market our products in the future and to develop innovative cancer-detection tests. It enables all shareholders to capitalize today on the value potential of Epigenomics in view of the existing risks.”
The offer document that was published today contains all relevant information about the takeover offer. It is available here: www.summit-hero-angebot.de. All Epigenomics shareholders will receive an acceptance form from their custodian bank with which they can accept the offer. The acceptance of the offer is free of costs and expenses for shareholders who hold their shares in a securities deposit account in the Federal Republic of Germany.
On 26 April 2017, Epigenomics AG, Cathay Fortune International Company Limited (“CFIC”) and Summit Hero Holding GmbH, a subsidiary of CFIC, entered into a business combination agreement. Within this agreement, the bidder agreed to offer Epigenomics shareholders a voluntary public takeover offer. The largest shareholder up to this point and strategic partner of Epigenomics, BioChain, a subsidiary of Team Curis Group, will be involved in Summit Hero Holding alongside CFIC.
The bidder supports the company strategy of Epigenomics and intends to continue employing all staff in the company and to maintain all locations, including the company headquarters in Berlin.
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.
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 the company has examined the offer document. 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.