Cosmo shareholders to vote on change of registered office and seat of management

Cosmo shareholders to vote on change of registered office and seat of management

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Lainate, Italy – October 15, 2014 – Cosmo Pharmaceuticals S.p.A. (SIX: COPN) announced that the board of directors has resolved to call an extraordinary shareholders meeting in order to propose a change of registered office and seat of management of the Company. The shareholders' meeting is scheduled to take place on November 14, 2014 in Lainate.

In detail:

  • the registered office will be moved to Luxembourg, in order to benefit of the existing corporate law framework and ensure smooth continuation of the share trading on SIX;
  • the seat of management will be moved to Ireland, where the Company plans to build a new manufacturing plant and benefit of the support of governmental institutions, of the pro-pharma business environment and of the wealth of available professional skills;
  • the operations of the Group's existing plants in Lainate will be unaffected and this transaction shall have no impact on employment levels.

Shares in Cosmo Pharmaceuticals SpA will be automatically replaced by shares in Cosmo Pharmaceuticals SA.

According to Italian company law, transfer abroad of the registered office entitles shareholders to withdraw from the Company by putting back their shares to the Company at the average price of the last 6 months prior to the publication of the notice of call of the shareholders meeting and to receive payment within the subsequent 180 days. The shareholders' resolution will set a threshold to withdrawals and authorize the CEO to set a spread between market price and the average 6 months price, so that if those are exceeded the resolution will be cancelled. The exact average price and the proposed threshold will be made public at least 15 days prior to the shareholders meeting.

It is to be noted that this transaction is subject to shareholders' approval.

Alessandro Della Chà, CEO of Cosmo commented: "This is a significant step which we had been studying carefully over time. It will give us the flexibility of top multinational groups and allow expansion of business in a country that supports pharma industry. I expect the widest consensus from our shareholders, who will immediately recognize the value creation of this strategic move. I see no convenience in withdrawing, given our strong positive outlook but also because of the mechanics of withdrawal: the prudent provision of thresholds both in overall amount of withdrawals and spread, in one with the fact that withdrawing shareholders will be paid 6 months after tendering the shares, shall significantly curb withdrawals. Anyway, if shareholders put more shares than foreseen we will simply call off the transaction and continue operating as in the past." 

About Cosmo Pharmaceuticals

Cosmo is a specialty pharmaceutical company that aims to become a global leader in the field of optimized therapies for selected Gastrointestinal and topically treated Skin Disorders. The company's proprietary clinical development pipeline specifically addresses innovative treatments for IBD, such as Ulcerative Colitis and Crohn's Disease, and Colon Infections. In addition, the Company is developing a diagnostic for the detection of colon cancer and a medical device for polyp excision as well as a new chemical entity for the topical skin treatment. Cosmo's MMX® products that have reached the market are Lialda®/Mezavant®/Mesavancol®, a treatment for IBD that is licensed globally to Giuliani and Shire Limited and Uceris®, the first glucocorticosteroid indicated for the induction of remission in active, mild to moderate ulcerative colitis, licensed in US to Salix and in the Rest of the World except for Japan to Ferring. Cosmo's proprietary MMX® technology is at the core of the Company's product pipeline and was developed from its expertise in formulating and manufacturing gastrointestinal drugs for international clients at its GMP (Good Manufacturing Practice) facilities in Lainate, Italy. The technology is designed to deliver active ingredients in a targeted manner in the colon. For further information on Cosmo, please visit the Company's website:

UCERIS® in the USA is a trade mark of Santarus Inc/Salix Pharmaceuticals Inc.


Dr. Chris Tanner, CFO and Head of Investor Relations

Cosmo Pharmaceuticals S.p.A.

Tel: +39 02 9333 7614

Some of the information contained in this press release contains forward-looking statements. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. Cosmo undertakes no obligation to publicly update or revise any forward-looking statements.


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