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Biotie Therapies Oyj (HEL:BTH1V) BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 12 November 2008 at 12.30
Biotie Therapies Corp. has published a listing prospectus
The listing prospectus of Biotie Therapies Corp. ("Biotie"), which concerns the listing of the new shares offered for subscription in connection with the transaction ("Transaction") concerning the sale and purchase of the share capital of elbion GmbH between Biotie and elbion NV, and the in offering of shares to certain institutional investors ("Offering"), has been published on 12 November 2008.
The listing prospectus incorporates unaudited pro forma income statement information for the nine month period ended 30 September 2008 and for the year ended 31 December 2007, as well as unaudited pro forma balance sheet information as at 30 September 2008. The listing prospectus also incorporates unaudited pro forma capitalisation and indebtedness of Biotie as at 30 September 2008. Selected pro forma financial information is attached to this stock exchange release.
Biotie has published the interim report of Biotie for the period of 1 January to 30 September 2008 as well as details of the Transaction and the Offering including certain financial information on elbion GmbH by stock exchange releases on 24 October 2008.
In the listing prospectus Biotie has justified the prospects presented in the interim report published on 24 October 2008 as follows:
"On the basis of an announcement by Lundbeck, Biotie's licensing partner, Lundbeck is expected to start additional phase III clinical studies with nalmefene in its alcohol indication in 2008.
Operating costs in 2008 have previously been estimated to be somewhat higher than in 2007. As some clinical study costs have moved forward the 2008 operating costs are expected to be approximately at the same level as in 2007. The company's assessment of the operating costs in 2008 is mainly based on realised costs from the period ended on 30 September 2008 and on the assessment of the company's management regarding the costs and expenses in the last quarter of 2008.
The revenue of 2008 is estimated to be approximately EUR 5 to 6 million. The revenue will consist of the periodization of the signing fee of the licensing agreement signed with Seikagaku Corporation in 2003 and those of the licensing agreement of the nalmefene project signed with Somaxon Pharmaceuticals in 2004, the periodization of the option fees of the option agreement signed with Roche in 2006 and the periodization of the initial payment of the licensing agreement signed with Lundbeck that entered into force in May 2007. The revenue forecast is based on the recognition of the fees already paid according to the recognition principles under IFRS. The company does not expect to receive new milestone payments on the basis of existing agreements in 2008.
Uncertainties relate to the described prospects and their underlying assumptions and, thus, there can be no assurance that the prospects and the company's estimates will materialise. The key uncertainty factor, which the company cannot affect and which influences all prospects presented by the company, is the decisions made by third parties, for example relating to the schedules of clinical trials."
As a result of the completion of the Transaction, elbion NV will hold over 3/10 of all Biotie's shares and votes attached to the shares. The Finnish Financial Supervision Authority has granted elbion NV an exemption pursuant to chapter 6, section 15 of the Finnish Securities Market Act from the obligation under chapter 6, section 10 of the Finnish Securities Market Act to make a public tender offer for the shares and securities of Biotie. A condition for the exemption is that the holding of elbion NV, within the meaning of Chapter 6, Section 10 of the Finnish Securities Market Act, falls to or below 3/10 of all votes in Biotie within nine months from the date the new shares issued in connection with the Transaction have been registered with the Finnish Trade Register.
The listing prospectus will be available at OMX Way, address: Fabianinkatu 14, 00130 Helsinki, Finland and at the business premises of the company, address: Tykistökatu 6, 20520 Turku, Finland, as of 12 November 2008. The listing prospectus will also be available on Biotie's homepage at www.biotie.com as of 12 November 2008. The listing prospectus is only available in Finnish.
Turku, 12 November 2008
Biotie Therapies Corp.
Timo Veromaa President and CEO
For further information, please contact: Timo Veromaa, President and CEO, Biotie Therapies Corp. tel. +358 2 274 8900, e-mail: timo.veromaa@biotie.com www.biotie.com
DISTRIBUTION: NASDAQ OMX Helsinki Ltd Main Media APPENDIX: Biotie Therapies Oyj's unaudited pro forma combined financial information
The unaudited pro forma combined financial information in its entirety is presented in part "Unaudited pro forma combined financial information of Biotie Therapies Oyj" incorporated in the Listing Prospectus. Selected unaudited pro forma combined financial information is presented below. The unaudited pro forma combined financial information is presented to demonstrate to the reader the results of operations and the balance sheet position had the combination between Biotie Therapies Oyj ("Biotie" or "Company") and elbion GmbH ("elbion") taken place at an earlier date ("Transaction"). This information is presented only to demonstrate the effect of the Transaction and it is not intended to show what the results of operations and financial position of the Company would be, had the Transaction taken place at the date indicated below. Furthermore, this information is not intended to demonstrate the results of operations or financial position of the Company in the future.
The unaudited pro forma combined income statement information for the year ended 31 December 2007 and for the nine months ended 30 September 2008, have been prepared assuming that the Transaction took place on 1 January 2007 and the unaudited pro forma combined balance sheet information as at 30 September 2008 has been prepared assuming that the Transaction took place on 30 September 2008.
The unaudited pro forma combined financial information is based on the historical audited consolidated financial statements and on the unaudited interim financial information of Biotie and on the audited financial statements and unaudited interim financial information of elbion GmbH. Historical financial information of Biotie is prepared based on International Financial Reporting Standards ("IFRS"). Historical audited financial information of elbion GmbH is prepared based on German GAAP and are adjusted to comply with IFRS. In addition, the effects of reorganisation measures have been taken into account in the unaudited IFRS balance sheet of elbion GmbH as if the reorganisation measures had taken place on 30 September 2008. Impacts of the IFRS adjustments and of the reorganisation measures are presented in more detail in the Listing Prospectus.
Pro forma income statement information
1.1.-30.9.2008 1.1.-31.12.2007 (unaudited) (EUR in thousands)
Revenue 6,629 12,384
Research and development expenses -11,292 -22,520 General and administrative expenses -2,287 -3,286 Other operating income 1,725 4,658 Other operating expense -47 -107 Operating loss -5,272 -8,870
Financial income 899 1,903 Financial expenses -962 -1,149 Loss before taxes -5,336 -8,116 Taxes - - Net loss -5,336 -8,116
Distribution to: Parent company shareholders -5,336 -8,116
Pro forma balance sheet information
30.9.2008 (unaudited) (EUR in thousands) Assets Non-current assets Goodwill 4,601 Other intangible assets 17,184 Property, plant and equipment 2,940 Total non-current assets 24,725
Current assets Accounts receivables and other receivables 2,194 Investments held to maturity 18,300 Financial assets at fair value through profit or loss 129 Cash and cash equivalents 8,734 Total current assets 29,356
Total assets 54,081
Equity and liabilities Shareholders' equity Share capital 44,091 Reserve for invested unrestricted equity 980 Retained earnings -31,808 Net loss -3,802 Total shareholders' equity 9,460
Equity and liabilities Non-current liabilities Provisions 59 Non-current financial liabilities 24,472 Pension benefit obligations 653 Other non-current liabilities 8,752 Deferred tax liabilities 3,270 Total non-current liabilities 37,206
Current liabilities Provisions 743 Current financial liabilities 143 Accounts payable and other current debts 6,529 Total current liabilities 7,414
Total liabilities 44,621
Total equity and liabilities 54,081
This announcement was originally distributed by Hugin. The issuer is solely responsible for the content of this announcement.
