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Cassiopea S.p.A. / Key word(s): Takeover
Ad hoc announcement pursuant to Art. 53 LR
Dublin, Ireland and Lainate, Italy - 16 November 2021 - Cosmo Pharmaceuticals N.V. (SIX: COPN) ("Cosmo") and Cassiopea S.p.A. (SIX: SKIN) ("Cassiopea") announced today that during the offer period of the public exchange offer in Switzerland for Cosmo to acquire all of the publicly held registered shares of Cassiopea, which ended on 15 November 2021, the preliminary results show that shareholders have tendered 4,394,985 shares of Cassiopea, amounting to approximately 76.5% of the publicly held Cassiopea shares covered by the offer, which together with the Cassiopea shares already held by Cosmo equates to approximately 87.4% of the Cassiopea shares currently issued.
Alessandro Della Cha, CEO of Cosmo, said: "We are delighted that the offer acceptance has so significantly exceeded the minimum threshold of Cosmo owning 50% of Cassiopea. Following settlement, we will move expeditiously with the full integration of the two companies for the benefit of all shareholders."
Mauro Ajani, Chairman of Cosmo, said: "I am very happy about this great outcome. Combining the companies at this point in time has been the right move for all."
Cosmo will address whether the other relevant offer conditions have been satisfied or waived in the definitive notice of the interim results per the conditions of section B.8. of the offer prospectus dated 4 October 2021. The definitive notice of the interim results is expected to be published on 18 November 2021.
Following settlement of the offer, Cosmo intends to delist the Cassiopea shares from the SIX Swiss Exchange and, as a result, Cassiopea is expected to become a non-listed majority owned subsidiary of Cosmo.
A shareholders' meeting will be convened to appoint new members to the Board of Directors of Cassiopea following the resignations of Ms. Diana Harbort and Messrs Jan De Vries and Oyvind Bjordal, effective from the date of such shareholders' meeting which is expected to take place before the end of January, 2022.
Ms. Diana Harbort, Cassiopea's Chief Executive Officer, as previously communicated, will transition from her role following settlement of the offer and be appointed as President of Cosmo's newly established dermatology division, which will include Cassiopea's current business activities.
About Cosmo Pharmaceuticals
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