EANS-Adhoc: SYGNIS Pharma AG
SYGNIS Announces Proposed Combination of Business
with GENETRIX' subsidiary X-Pol
18.07.2012 – 17:10
-------------------------------------------------------------------------------- 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. -------------------------------------------------------------------------------- Contracts 18.07.2012 Ad hoc-Release according to § 15 WpHG SYGNIS Announces Proposed Combination of Business with GENETRIX' subsidiary X-Pol Heidelberg, July18,2012 - SYGNIS Pharma AG (Frankfurt: LIOK; ISIN DE000A1E9B74; Prime Standard) and GENETRIX Life Sciences, A.B., announced today, that the biotechnology companies have signed a Term Sheet under which the companies propose to combine GENETRIX Life Sciences, A.B.'s DNA sequencing subsidiary X-Pol Biotech, S.L., (Madrid, Spain) and SYGNIS Pharma AG. Goal is to develop and market X-Pol Biotech, S.L.'s DNA sequencing technologies and products. SYGNIS Pharma AG will acquire 100% ownership of X-Pol Biotech, S.L., by way of capital increase against contribution in kind and therefore X-Pol Biotech, S.L., will become a 100% subsidiary of SYGNIS Pharma AG. According to the business valuation as of today and subject to a corresponding resolution of the shareholders of SYGNIS Pharma AG, the existing shareholders of X-Pol Biotech, S.L., will hold 77.5% of all shares in SYGNIS Pharma AG after the proposed transaction. 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 Pharma AG in connection with the capital increase of SYGNIS Pharma AG. It is also dependent on the approval of SYGNIS Pharma AG's shareholders at the next shareholders' meeting. **** end of ad hoc **** For further information please contact: SYGNIS Pharma AG Peter Willinger Tel: +49 6221 454 836 Email: {peter.willinger@sygnis.de} ### 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 -------------------------------------------------------------------------------- issuer: 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