EANS-News: SYGNIS Pharma AG /SYGNIS and GENETRIX Announce Proposed Combination
of Businesses of SYGNIS and GENETRIX' subsidiary X-Pol
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Corporate news transmitted by euro adhoc. The issuer/originator is solely
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Mergers - Acquisitions - Takeovers
Heidelberg (euro adhoc) - SYGNIS and GENETRIX Announce Proposed Combination of
Businesses of SYGNIS and GENETRIX' subsidiary X-Pol
Heidelberg, July 18, 2012 - SYGNIS Pharma AG (Frankfurt: LIOK; ISIN
DE000A1E9B74; Prime Standard) and GENETRIX announced today, that the
biotechnology companies SYGNIS and GENETRIX have signed a binding Term Sheet
under which the companies propose to combine the GENETRIX' DNA sequencing
subsidiary X-Pol Biotech and SYGNIS. Goal is to develop and market X-Pol
Biotech, S.L.'s DNA sequencing technologies and products.
SYGNIS will acquire 100% ownership of X-Pol by way of capital increase against
contribution in kind and therefore X-Pol will become a 100% subsidiary of
SYGNIS. After the proposed transaction, the existing shareholders of X-Pol are
expected to hold 77.5% of SYGNIS shares. Cash and existing financial facilities,
such as SEDA are expected to cover the financial needs of SYGNIS after the
transaction until achieving positive cash flows. The executive and supervisory
boards of both companies have voted unanimously for the proposed key terms of
the transaction. The transaction is subject to an exemption granted by BaFin
from the obligations pursuant to Section 35 of the German Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz), in particular to submit a mandatory
tender offer to the existing shareholders of SYGNIS in connection with the
transaction. It is also dependent on the approval of SYGNIS shareholders at the
next shareholders' meeting. It is proposed that Pilar de la Huerta (CEO of
GENETRIX) will join the SYGNIS Management Board following the closing of the
transaction.
The transaction takes advantage of SYGNIS' long lasting expertise in the
biotechnology business and its stock listing in combination with GENETRIX'
expertise in the upcoming field of molecular diagnostics.
"Qualiphi®" is the most advanced commercial product in the X-Pol portfolio. Very
recently GENETRIX signed a first global and exclusive licensing agreement for
X-Pol's "Qualiphi®" polymerase product with Qiagen, the global sample and assay
technologies company. X-Pol's DNA polymerases, due to their unique properties,
are believed to increase the performance of DNA amplifications significantly.
X-Pol's polymerases enable a wide range of applications for DNA amplification,
repair, sequencing and modification of genetic targets of research and clinical
interest. Polymerases such as "Qualiphi®" are necessary for the amplification of
large DNA fragments and complete genomes, and are an essential tool for any
research that requires the use of DNA from any species. In conjunction with the
advances made in the field of DNA sequencing and personalised medicine, the
market for polymerases is estimated to grow by 25% annually for the coming
years. Current estimates have calculated the current global isothermal DNA
amplification market alone to be of up to E70 million.
Peter Willinger, CFO of SYGNIS commented: "We are very excited to leverage our
assets and, thus, create a new SYGNIS, with a new profile based on its long
lasting expertise. The company will have an entirely new focus and business and
will provide a lower risk profile with the near term visibility of revenues and
profitability."
Dr. Frank Rathgeb, CMO of SYGNIS complemented: "The scientific team of X-Pol is
a frontrunner in the polymerases field. We are happy to join forces with these
excellent scientists and will put a clear focus on building on the X-Pol DNA
sequencing business and related activities within the field of molecular
diagnostics."
Pilar de la Huerta, CEO of GENETRIX added: "The combination of both companies
offers great opportunities: access to the international healthcare capital
markets and cash to advance our technologies and products and to build a strong
company on top of that. The SYGNIS team and its Heidelberg biotech network offer
us direct access to the scientific excellence of that region; we will use this
huge potential to its full effect."
For further information please contact:
SYGNIS Pharma AG
Peter Willinger
CFO SYGNIS Pharma AG
Tel: +49 6221 454 836
GENETRIX, S.L.
Pilar de la Huerta
CEO GENETRIX
Tel: +34 91 806 30 89
Email: peter.willinger@sygnis.de
pdelahuerta@genetrix.es
About SYGNIS Pharma AG: www.sygnis.de
SYGNIS Pharma AG (Heidelberg, Germany) is currently a specialty drug development
company, focusing on innovative treatments for underserved human diseases. Early
in 2012 the company decided to discontinue its Phase II lead program AX200 in
stroke. While the company continued research activities in the field of
cognitive disorders, it started at the same time a systematic M&A process, to
add new operational assets and activities to SYGNIS Pharma AG. SYGNIS Pharma AG
is listed in the Prime Standard of the Frankfurt Stock Exchange under the
ticker: LIOK; and ISIN: DE000A1E9B74.
About GENETRIX, S.L.: www.genetrix.es
GENETRIX, S.L., is a Spanish biotechnology holding company that was founded in
2001 as an incubator for Spanish biotechnology companies established in academic
settings. Since inception, GENETRIX, S.L., has invested more than E36 million in
nine companies focused on three biotechnology areas: healthcare technologies,
human therapies and diagnosis. The portfolio includes holdings in six companies,
including Cellerix-Tigenix SA, which was initially established in the holding
company and after nine years of operations merged with the Belgian public listed
company Tigenix, X-Pol Biotech, which focuses on the development of tools and
technologies for the DNA amplification and sequencing market, and Coretherapix,
a company centred on developing cellular therapy for treating acute myocardial
infarction.
About X-Pol Biotech, S.L.: www.xpolbiotech.com
A biotechnology company created by Prof. Luis Blanco and GENETRIX in 2008 with a
focus on the development of tools and technologies for the DNA amplification and
sequencing market. GENETRIX currently controls 84% of the company. Other
shareholders include renowned scientists, Professor Luis Blanco and Professor
Margarita Salas. "Qualiphi®" was licensed with the Spanish National Research
Council (CSIC) in 2010.
### Disclaimer
This publication is intended for information only and constitutes neither an
offer to sell nor an invitation to buy securities. Some statements included in
this press release, relating neither to proven financial results nor other
historical data, should be viewed as forward-looking, i.e. not definite. Such
statements are mainly predictions of future results, trends, plans or goals.
These statements should not be considered to be total guarantees since given
their very nature they are subject to known and unknown risks and
imponderability and can be affected by other factors as a consequence of which
the actual results, plans and goals of SYGNIS Pharma AG may deviate greatly from
the established conclusions or implied predictions contained in such statements.
SYGNIS does not undertake to publicly update or revise these statements in the
light of new information or future results or for any other reason.
###
Further inquiry note:
Michael Wolf
Telefon: +49 (6221) 454 - 6
E-Mail: Michael.Wolf@sygnis.de
end of announcement euro adhoc
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company: SYGNIS Pharma AG
Im Neuenheimer Feld 515
D-69120 Heidelberg
phone: +49 (0)6221 454-6
FAX: +49 (0)6221 454-777
mail: contact@sygnis.de
WWW: http://www.sygnis.de
sector: Biotechnology
ISIN: DE000A1E9B74
indexes: CDAX, Prime All Share
stockmarkets: free trade: Hannover, Berlin, München, Hamburg, Düsseldorf,
Stuttgart, regulated dealing/prime standard: Frankfurt
language: English