Epigenomics’ Annual General Meeting: CEO touts takeover offer

Press release

Epigenomics’ Annual General Meeting: CEO touts takeover offer

– Takeover offer is in the best interests of Epigenomics and its shareholders

– Shareholders approved all agenda items according to the Board’s proposal

Berlin, 31 May 2017 – The speech from Greg Hamilton, CEO of Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY), at yesterday’s Annual General Meeting in Berlin focused primarily on the announced takeover offer.

Greg Hamilton: “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.”

On 26 April 2017, Epigenomics AG, Cathay Fortune International Company Limited (“CFIC”) and Summit Hero Holding GmbH (“Bidder”), 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 offer period is expected to begin in June 2017.

High offer premium and attractive value

Under the terms of the agreement, Epigenomics shareholders will be offered 7.52 Euros in cash per each ordinary share. This reflects

– a 51.9 % premium to the XETRA closing price prior to the announcement of the takeover as well as

– a 49.9 % premium to the 3-month volume weighted average share price prior to the announcement of the takeover intention.

The offer of 7.52 Euros per Epigenomics share includes the second-highest takeover premium that has been submitted to shareholders in the past 22 comparable takeover offers in Germany since 2014. The offer represents a market value of approximately 171 million Euros.

High capital requirements of Epigenomics

Epigenomics continues to face high capital requirements, particularly for the marketing of its main product Epi proColon(R), a blood-based screening test for the detection of colorectal cancer, as well as the approval and marketing of Epi proLung(R), a blood-based test to simplify lung cancer detection.

Greg Hamilton: “There is still a long way to go until we reach sustainable success. Our capital requirements are significant. All comparable major cancer diagnostics companies with a market value exceeding 500 million dollars have raised more than 100 million dollars of capital. I think it is questionable that without the takeover we could access the funds that we need for the successful development and commercialization of our products. Additional capital procurement on our own would very likely lead to a high dilution for shareholders.”

Executive Board and Supervisory Board support the takeover offer

The Executive Board and Supervisory Board of Epigenomics are convinced that the takeover offer takes into account the company’s potential, despite existing risks, and creates a high value for shareholders. Objective indicators clearly illustrate this. The Executive Board and Supervisory Board will carefully evaluate the offer document to be published by the bidder and will provide a reasoned statement on the offer pursuant to section 27 of the German Takeover Act (Wertpapiererwerbs- und Übernahmeangebot – WpÜG).

Attendance at this year’s Annual General Meeting accounted for about 43% of the share capital. Shareholders approved all agenda items according to the Board’s proposal with approval rates between 77% and 91%.

Contact:
Epigenomics AG, Investor Relations, Peter Vogt, Geneststrasse 5, 10829 Berlin, Tel +49 (0) 30 24345 386, Fax +49 (0) 30 24345 555, E-Mail: ir@epigenomics.com

About Epigenomics

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(R), is in development as a blood-based test for lung cancer detection.

For more information, visit www.epigenomics.com.

Additional information

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.

Forward-Looking Statements

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.