BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 2 February 2011 at 9.30 a.m.
The acquisition of Synosia Therapeutics Holding AG completed
Biotie Therapies Corp. ("Biotie" or the "Company"), Synosia Therapeutics Holding AG ("Synosia") and Synosia's shareholders and warrant holders have on 10 January 2011 entered into a combination agreement through which Biotie will issue new shares to the shareholders and warrant holders of privately-owned Synosia in an acquisition of the entire issued share capital and outstanding warrants of Synosia (the "Transaction"). Biotie has disclosed the details of and conditions to the completion of the Transaction as well as a description of the combined entity in a stock exchange release published on 11 January 2011.
The Extraordinary General Meeting has on 1 February 2011 passed resolutions necessary for the completion of the Transaction and the other prerequisites for the completion of the Transaction have been fulfilled.
The issue of the new shares in the acquisition of Synosia and their subscriptions and payment have been completed, and the title to the share capital of Synosia and outstanding warrants of Synosia has been transferred to Biotie. As consideration for the entire share capital in Synosia and outstanding warrants of Synosia, Biotie has issued 161,448,371 new shares to Synosia shareholders and warrant holders (the "Consideration Shares"). Based on Biotie's closing share price on 10 January 2011 of EUR 0.58, the Transaction is valued at EUR 93.6 million. In addition, 14,912,155 shares has been issued to Synosia to be held in treasury and used to satisfy future potential exercise of Synosia's options (the "Additional Treasury Shares" and together with the Consideration Shares, the "New Shares").
The New Shares shall be registered approximately on 3 February 2011 and admitted to public trading on the main list of NASDAQ OMX Helsinki Ltd approximately on Friday, 4 February 2011.
In the Combination Agreement, it is agreed that the shares issued to Synosia shareholders and warrant holders may not be transferred during a period of twelve (12) months from the completion of the Transaction without the prior written consent of the Board of Directors of Biotie, however provided that the above transfer restrictions do not apply in relation to certain situations such as offers made for Biotie shares that would result in the offer or obtaining control of Biotie, or disposals required by any law, competent authority or court order.
The number of the New Shares issued represents 50.1 per cent of Biotie's issued share capital and votes attaching thereto after the Transaction.
Following the registration of the New Shares, Biotie has the aggregate of 352,364,457 shares and the aggregate share capital of EUR 138,931,556.59.
In Turku, 2 February 2011
Biotie Therapies Corp.
Board of Directors
For further information, please contact
Virve Nurmi, Investor Relations Manager, Biotie Therapies Corp.
tel. +358 2 274 8900, e-mail: email@example.com
NASDAQ OMX Helsinki Ltd.