WILEX AG announces acquisition of Heidelberg Pharma AG
Ad-hoc release pursuant to § 15 Wertpapierhandelsgesetz (German Securities Trading Act)
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Munich, 03 November 2010. WILEX AG (ISIN DE0006614720 / WL6 / Frankfurt Stock Exchange) announced today that it has signed an agreement, with the approval of the Supervisory Board, with all shareholders of Heidelberg Pharma AG regarding the acquisition of all shares in Heidelberg Pharma AG in return for shares in WILEX AG.
Heidelberg Pharma AG is a private company with 34 employees domiciled in Ladenburg near Heidelberg, Germany. Heidelberg Pharma has two business units. The first comprises a novel conjugate platform technology for therapeutic antibodies (antibody drug conjugates, ADC). This ADC technology has the potential to enhance and improve the efficacy of many antibody-based therapies, including those currently marketed. This gives WILEX and Heidelberg Pharma the opportunity to utilise this technology platform for its own drug candidates and also generate revenue by outlicensing the technology to partners through Heidelberg Pharma. The second business unit comprises preclinical work on drug metabolism, pharmacology and pharmacokinetics in oncology and generates revenue by offering this infrastructure and expertise as a service to third parties.
WILEX AG intends to acquire all of the shares in Heidelberg Pharma AG by way of a non-cash capital increase in return for issuing 3,200,000 new WILEX shares, excluding shareholders’ subscription rights. The transaction price of EUR 19.2 million offered by WILEX for 100% of the shares in Heidelberg Pharma AG is equivalent to a price of EUR 6.00 per newly issued WILEX share, which is a premium of around 25% on the share’s closing price on 1 November 2010. This corresponds to a conversion ratio of 5.75 to 1 in relation to the enterprise values of WILEX AG and Heidelberg Pharma AG. WILEX AG will ask its shareholders for approval of this transaction and call an Extraordinary General Meeting (EGM) for 15 December 2010. If WILEX’s shareholders approve the acquisition, Heidelberg Pharma AG will become a wholly-owned subsidiary of WILEX AG. The invitation to and agenda of the EGM will be published on the Company’s website and in the Electronic Federal Gazette in the afternoon of 4 November 2010. The equity contribution agreement will be made available at the EGM and may be inspected at http://www.wilex.de/press-investors/annual-general-meeting/ prior to the EGM.
Katja Arnold (CIRO)
Tel.: +49 (0)89-41 31 38-126
Fax: +49 (0)89-41 31 38-99
This communication contains certain forward-looking statements, relating to the Company’s business, which can be identified by the use of forward-looking terminology such as “estimates”, “believes”, “expects”, “may”, “will” “should” “future”, “potential” or similar expressions or by general discussion of strategy, plans or intentions of the Company. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results of operations, financial condition, performance, or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, prospective investors and partners are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such forward-looking statements to reflect future events or developments. Given these uncertainties, prospective investors and partners are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any such forward-looking statements to reflect future events or developments.