Cosmo Pharmaceuticals N.V. Launches Public Exchange Offer to Acquire Cassiopea S.p.A.
Ad hoc announcement pursuant to Art. 53 LR
Dublin, Ireland and Lainate, Italy – 4 October 2021 – Cosmo Pharmaceuticals N.V. (SIX: COPN) and Cassiopea S.p.A. (SIX: SKIN) announced today that the companies have entered into a transaction agreement under which Cosmo is launching a public exchange offer in Switzerland to acquire all of the publicly held registered shares of Cassiopea. The exchange ratio per Cassiopea share amounts to 0.467 new Cosmo share. Fractions of Cosmo shares will be compensated in cash (CHF). The offered Cosmo shares will be issued based on existing shareholder authorization granted to the Board of Directors of Cosmo at the last AGM held on 28 May 2021. The exchange ratio is based on the respective 60-day volume-weighted average price (VWAP) share price of each company and reflective of the historical relationship between the market capitalization of Cosmo and that of Cassiopea in the prospective of a “merger of equals”. The exchange ratio corresponds to CHF 37.13 per Cassiopea share based on the closing price of Cosmo on 1 October 2021 and CHF 39.02 based on the 60-day VWAP of Cosmo as of 1 October 2021.
The transaction has been unanimously approved and recommended by the Board of Directors of Cosmo and by the Board of Directors of Cassiopea and will create an integrated pharmaceutical corporation with the in-house capacity and know-how to advance the development of its R&D pipeline.
Background and strategic rationale
Founded in 2013, Cassiopea initially began the development of its dermatology pipeline as a fully owned subsidiary of Cosmo. In 2015, Cosmo listed Cassiopea on SIX Swiss Exchange with a capital structure providing the company with the cash needed to fund its pipeline development until regulatory approval of Cassiopea’s first product, with Cosmo retaining approximately 45% ownership of Cassiopea’s shares. Since the IPO, Cassiopea has significantly advanced its pipeline. In August 2020, the U.S. Food and Drug Administration (FDA) approved Winlevi® (clascoterone cream 1%), for the topical treatment of acne vulgaris in patients 12 years and older. On 26 July 2021, Cassiopea and Sun Pharmaceutical Industries announced that they entered into license and supply agreements for exclusive commercialization rights for Winlevi in the United States and Canada.
Following the signing of this license agreement and considering that Cassiopea has three assets under development, with such development activities continuing to require Cosmo’s support under various service agreements between the companies, the Board of Directors of Cosmo and the Board of Directors of Cassiopea have concluded that it is in the best interest of their companies, shareholders, employees and other stakeholders to merge Cassiopea into Cosmo.
This creates an integrated pharmaceutical platform with focus on three major therapeutic areas (Gastro-intestinal, Endoscopy and Dermatology) and strong in-house, fully funded, R&D capabilities to advance the development of its product pipeline. The combination will also create cost synergies by i) integrating governance structures, ii) saving overhead and SG&A expenses, and iii) saving public company costs post delisting of Cassiopea (to occur upon the completion of the offer).
For existing and new shareholders of Cosmo, the transaction creates a company with more critical size, a stronger and more diversified drug product pipeline, a larger capitalization and an increased free-float, which is expected to increase the overall market attractiveness of Cosmo shares.
Alessandro Della Chà, CEO of Cosmo Pharmaceuticals, said: “This transaction is aimed at the creation of a larger pharmaceutical company with an enhanced pipeline whose exploitation will not require additional overhead or expenses. As Cassiopea has entered into a license agreement for Winlevi with Sun Pharmaceuticals that does not require the set-up of a commercial infrastructure, the most logical thing to do now is to join forces to create a R&D powerhouse for the benefit of all stakeholders. We expect the proposed transaction to be strategically and financially accretive to Cosmo.”
Diana Harbort, CEO of Cassiopea S.p.A, said: “This combination creates an integrated pharmaceutical company with the capability to advance the development of a diversified highly novel pipeline in very compelling specialty pharmaceutical markets. We look forward to providing shareholders more opportunity to participate in value creation across a range of markets, products and programs.”
Structure and terms
The public exchange offer is expected to close in December 2021. The offer prospectus, including the detailed conditions of the public exchange offer, has been prepared in accordance with Swiss takeover law and is being published concurrently with this press release. The offer prospectus is available on https://www.cosmopharma.com/site-services/adhoc-press-page. Cosmo intends to commence the exchange offer on 19 October 2021. Other information in relation to the offer is available on the website of Cassiopea at https://www.cassiopea.com/web-filter/.
The transaction is conditioned upon:
- Cosmo holding more than 50% of the fully diluted share capital of Cassiopea at the end of the (possibly extended) offer period
- Approval of the offer at Cosmo’s extraordinary general meeting and listing of the offered shares on SIX Swiss Exchange
- Further customary offer conditions including regulatory approvals
Upon successful completion of the public exchange offer, Cassiopea will be delisted from SIX Swiss Exchange.
Credit Suisse is acting as financial advisor and Baker McKenzie is acting as legal advisor to Cosmo.
Cleary Gottlieb Steen & Hamilton and Niederer Kraft Frey are acting as legal advisor to Cassiopea.
Webcast
Investors, financial analysts and business/life science journalists are invited for a webcast on 4 October 2021 at 16:00 CEST with CEOs Alessandro Della Chà and Diana Harbort to discuss the transaction.
Participation link:
https://78449.choruscall.com/dataconf/productusers/cosmo/mediaframe/46726/indexl.html
Dial-in numbers:
| Switzerland / Europe: | +41 (0) 58 310 50 00 |
| United Kingdom: | +44 (0) 207 107 06 13 |
| United States: | +1 (1) 631 570 56 13 |
The presentation is available for download at:
https://www.cosmopharma.com/site-services/adhoc-press-page
About Cosmo Pharmaceuticals
Cosmo is a specialty pharmaceutical company focused on developing and commercialising products to treat selected gastrointestinal disorders and improve endoscopy quality measures through aiding the detection of colonic lesions. Cosmo has also developed medical devices for endoscopy and has recently entered into a partnership with Medtronic for the global distribution of GI Genius™ its artificial intelligence device for use in coloscopies and GI procedures. Cosmo has licensed Aemcolo™ to Red Hill Biopharma and is the licensee of BYFAVO™ (Remimazolam) for the US for procedural sedation, which it has sub-licensed to Acacia. For additional information on Cosmo and its products please visit the Company’s website: www.cosmopharma.com
About Cassiopea
Cassiopea is a specialty pharmaceutical company developing and preparing to commercialize prescription drugs with novel mechanisms of action (MOA) to address long-standing and essential dermatological conditions, particularly acne, androgenetic alopecia (or AGA) and genital warts. Cassiopea is investing in innovation that is driving scientific advancement in areas that have been largely ignored for decades. The portfolio comprises four unencumbered clinical candidates, for which Cassiopea owns the worldwide rights. The Company’s strategy is to leverage this expertise to optimize the commercial potential for its products directly or with partners. For further information on Cassiopea, please visit www.cassiopea.com.
Contact
| Niall Donnelly, CFO & Head of Investor Relations | Diana Harbort, CEO & Head of Investor Relations |
| Cosmo Pharmaceuticals N.V. | Cassiopea S.p.A. |
| Tel: +353 1 817 03 70 | Tel: +39 02 868 911 24 |
| ndonnelly@cosmopharma.com | dharbort@cassiopea.com |
Disclaimer
This communication (the “Communication“) has been prepared by Cosmo Pharmaceuticals N.V. (“Cosmo” and together with its subsidiaries, “we”, “us” or the “Group”) solely for informational purposes and has not been independently verified and no representation or warranty, express or implied, is made or given by or on behalf of any of the Group. Cosmo reserves the right to amend or replace the Communication at any time, and undertakes no obligation to provide the recipients with access to any additional information. Cosmo shall not be obligated to update or correct the information set forth in the Communication or to provide any additional information. Nothing in this Presentation is, or should be relied upon as, a promise or representation as to the future.
Certain statements in this Communication are forward-looking statements. By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. These risks, uncertainties and assumptions could adversely affect the outcome and financial consequences of the plans and events described herein. Actual results may differ from those set forth in the forward looking statements as a result of various factors (including, but not limited to, future global economic conditions, changed market conditions, intense competition in the markets in which the Group operates, costs of compliance with applicable laws, regulations and standards, diverse political, legal, economic and other conditions affecting the Group’s markets, and other factors beyond the control of the Group). Neither Cosmo nor any of its respective directors, officers, employees, advisors, or any other person is under any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on forward-looking statements, which speak of the date of this Communication. Statements contained in this Communication regarding past trends or events should not be taken as a representation that such trends or events will continue in the future.
This Communication does not constitute or form part of, and should not be construed as, an offer or invitation or inducement to subscribe for, underwrite or otherwise acquire, any securities of Cosmo, nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Group, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or commitment whatsoever. This Communication constitutes neither an offer to sell nor a solicitation to buy securities of Cosmo and it does not constitute a prospectus or similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act or a prospectus pursuant to the laws of any other jurisdiction. This Communication may be considered to be marketing material. The offer [and listing] will be made solely by means of, and on the basis of, a prospectus which is to be published. An investment decision regarding the publicly offered securities of Cosmo should only be made on the basis of the prospectus. The prospectus is expected to be published on or around 4 October 2021 and will be available free of charge at https://www.cosmopharma.com/investors.
United States of America
The securities described in this Communication have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the U.S., except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. Neither this document nor the exchange offer described herein constitutes an offer to sell or the solicitation of an offer to buy any securities in the U.S. or in any other jurisdiction in which such an offer or solicitation would be unlawful. Cosmo Pharmaceuticals N.V. will not register or make a public offer of its securities, or otherwise conduct any public tender offer, in the U.S. In the U.S., this document is being provided to “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act) only on a confidential basis. Neither the United States Securities and Exchange Commission nor any state securities commission in the United States has approved or disapproved the Offering of the shares or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offence in the United States. PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF COSMO SHARES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE US SECURITIES ACT PROVIDED BY RULE 144A.
By tendering securities of Cassiopea S.p.A. into this offer, you will be deemed to represent that you (x) (a) are not a U.S. person, (b) are not acting for the account or benefit of any U.S. person, and (c) are not in or delivering the acceptance from, the United States or (y) you are a “qualified institutional buyer” as that term is used in Rule 144A under the U.S. Securities Act.
United Kingdom
This Communication is directed only at persons in the U.K. who (i) have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order), (ii) are persons falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Australia, Canada, Japan
This Communication is not addressed to shareholders of Cassiopea S.p.A. whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the offer.
European Economic Area
The offer set out in this Communication (the Offer) is only being made within the European Economic Area (EEA) pursuant to an exemption under Regulation (EU) 2017/1129 (as amended and together with any applicable adopting or amending measures in any relevant member state (as defined below), the Prospectus Regulation), as implemented in each member state of the EEA (each a relevant member state), from the requirement to publish a prospectus that has been approved by the competent authority in that relevant member state and published in accordance with the Prospectus Regulation as implemented in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Regulation. Accordingly, in the EEA, the Offer and documents or other materials in relation to the Offer and the shares in Cosmo Pharmaceuticals N.V. (the Offeror Shares) are only addressed to, and are only directed at, (i) qualified investors (qualified investors) in the relevant member state within the meaning of Article 2(1)(e) of the Prospectus Regulation, as adopted in the relevant member state, and (ii) persons who hold, and will tender, the equivalent of at least EUR 100,000 worth of shares in Cassiopea S.p.A. (the Target Shares) in exchange for the receipt of Offeror Shares (collectively, permitted participants). This offer prospectus and the documents and other materials in relation to the Offer may not be acted or relied upon by persons in the EEA who are not permitted participants, and each Target shareholder seeking to participate in the Offer that is resident in the EEA will be deemed to have represented and agreed that it is a qualified investor or that it is tendering the equivalent of EUR 100,000 worth of Target Shares in exchange of Offeror Shares.
Italy
The offer set out in this Communication (the Offer) does not constitute a public offer nor a tender or exchange offer nor an advertisement of securities to the public in the Republic of Italy. Neither the Offer nor the COPN Shares have been registered with or cleared by the Commissione Nazionale per la Società e la Borsa (“CONSOB”) (the Italian securities exchange commission), pursuant to Italian securities legislation. Neither the CONSOB nor any other Italian public authority has examined, approved, cleared or registered this Prospectus or will examine, approve, clear or register this Offer. Accordingly, Italian residents cannot participate in the Offer nor may copies of this Communication or of any other document relating to the Offer be distributed or published in the Republic of Italy, either on primary and on secondary market. This Communication has not been prepared in accordance with the prospectus requirements nor the tender offer requirements provided for, or otherwise applicable in, Italy. Cosmo Pharmaceutical N.V. will not accept, directly or indirectly, any order relating to the Offer made in, or coming from, the Republic of Italy; any such order will be deemed null and void.
General
Cosmo Pharmaceuticals N.V.’s public tender and exchange offer for all publicly held shares of Cassiopea S.p.A. (the Offer) is not being made, directly or indirectly, in any country or jurisdiction in which such offer would be unlawful or otherwise violate any applicable law or regulation or which would require Cosmo Pharmaceuticals N.V. to make any amendment to the terms or conditions of the Offer, to make any additional application to, or to take any additional action with respect to, any governmental, regulatory or legal authority. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer may not be distributed in, or sent to, any such country or jurisdiction. Such documents may not be used for the purpose of soliciting purchases of Cassiopea S.p.A. securities by any person or entity resident or incorporated in such country or jurisdiction.
This Communication is not for distribution in the United States, Canada, Australia, Japan or Italy. This communication does not constitute an offer to sell, or the solicitation of an offer to buy, securities in any jurisdiction in which is unlawful to do so.