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Epigenomics AG

EANS-Adhoc: Ad Hoc Announcement Pursuant to §15 WpHG (German Securities Trading Act) EPIGENOMICS AG ANNOUNCES CAPITAL INCREASE

  ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
  adhoc with the aim of a Europe-wide distribution. The issuer is solely
  responsible for the content of this announcement.
Company Information/Molecular diagnostics
08.03.2010
Not for distribution in the United States
Berlin, Germany, March 08, 2010 - Today the Executive Board of 
Epigenomics AG, Berlin, Germany (Frankfurt Prime Standard: ECX; ISIN:
DE000A0BVT96), with the approval of the Supervisory Board, resolved 
to increase the issued share capital from EUR 29,394,724.00 by up to 
EUR 14,697,361.00 up to EUR 44,092,085.00 by issuing up to 14,697,361
new ordinary bearer shares with no- par value, each such share 
representing a notional nominal amount of the issued share capital of
EUR 1.00 per share against cash contributions utilizing authorized 
capital.
The new shares will be offered to the Company's shareholders at a 
ratio of 2:1 (existing shares with subscription rights:new shares) 
for subscription at a subscription price of EUR 2.25 per new share. 
ICF Kursmakler AG, Frankfurt am Main, Germany, represented by 
Bankhaus Gebr. Martin AG, Göppingen, Germany, will, subject to 
certain conditions, act as subscription agent towards shareholders 
who wish to exercise their subscriptions rights. The subscription 
offer is expected to be published in the Frankfurter Allgemeine 
Zeitung, Amtsblatt zur Wiener Zeitung as well as on the Company's 
website (www.epigenomics.de) and in the electronic German Federal 
Gazette (elektronischer Bundesanzeiger) on March 12, 2010. The 
subscription period for the Company's shareholders is expected to 
begin on March 15, 2010 and to end on March 29, 2010 (in each case 
including such dates). The new shares carry full dividend rights as 
from January 1, 2009. The subscription rights of two existing shares 
are excluded pursuant to Section 71b of the German Stock Corporation 
Act (Aktiengesetz).
New shares that are not subscribed for in the subscription offer by 
existing shareholders will be offered by ICF Kursmakler AG (i) in a 
public offering in Germany and Austria, (ii) to selected 
institutional investors in Europe, (iii) to qualified institutional 
buyers in the U.S. in compliance with the exemption from the 
registration requirements provided by Rule 144A under the U.S. 
Securities Act of 1933, as amended, or in accordance with another 
exemption under the U.S. Securities Act of 1933, as amended, and (iv)
in offshore transactions in reliance on Regulation S under the U.S. 
Securities Act of 1933, as amended, except for Canada, Australia and 
Japan.
Epigenomics AG intends to use the net proceeds from the offering to 
finance its current operations and to build and strengthen the 
marketing, sales, and distribution capacities for its products, to 
support ongoing and new product development for its business in 
cancer screening, diagnosis, disease progression and recurrence 
monitoring, and assessment of disease prognosis and in this areas in 
particular the funding of further R&D, clinical trials, regulatory 
approvals and market introduction of its products that are currently 
in its product pipeline as well as enhancing and strengthening 
capabilities related to regulatory affairs and clinical trials, 
further improvement of the DNA methylation technology, additional 
in-licensing agreements and strengthening its intellectual property 
portfolio, as well as for general corporate purposes.
Disclaimer
This publication is not an offer of any securities for sale  or  a  
solicitation of an offer to purchase any securities. Any offer of 
shares will  only  be  made by and on the basis of a prospectus to be
published.
This document is not an offer of securities for sale or  a  
solicitation  of  an offer to purchase securities in the United 
States. The shares of Epigenomics  AG (the "Shares") have not been 
registered under the U.S. Securities Act  of  1933, as amended (the 
"Securities Act") and may not be offered or sold in  the  United 
States unless registered under the Securities Act or pursuant  to  an
exemption from such registration. There will be no public offering of
the  Shares  in  the United States and the Shares will not be 
registered under the Securities Act.
This document is only being distributed to and is only directed at  
(i)  persons who are outside the United Kingdom or (ii) to investment
professionals  falling within Article 19(5) of the Financial Services
and Markets Act  2000  (Financial Promotion) Order 2005 (the "Order")
or (iii) high net worth entities, and  other persons to  whom  it  
may  lawfully  be  communicated,  falling  within  Article 49(2)(a) 
to (d) of the Order (all such persons together  being  referred  to  
as "relevant persons"). The Shares are  only  available  to,  and  
any  invitation, offer or agreement to subscribe, purchase or 
otherwise acquire  such  securities will be engaged in only  with,  
relevant  persons.  Any  person  who  is  not  a relevant person 
should not act or rely on this document or any of its contents.
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.
Contact:
Epigenomics AG
Dr. Achim Plum
Senior VP Corporate Development
Kleine Präsidentenstr. 1
10178 Berlin
Germany
+49 30 24345 368 (phone)
+49 30 24345 555 (fax) 
achim.plum@epigenomics.com
end of announcement                               euro adhoc

Further inquiry note:

Dr. Achim Plum
Sen. VP Corporate Development
Epigenomics AG
Tel: +49 30 24345 368
achim.plum@epigenomics.com

Branche: Biotechnology
ISIN: DE000A0BVT96
WKN: A0BVT9
Index: Prime All Share, Technology All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade

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