2020

01.06.2020 – COSMO Pharmaceuticals N.V.

Cosmo Pharmaceuticals increases its stake in Acacia Pharma to 18.53%

Cosmo Pharmaceuticals increases its stake in Acacia Pharma to 18.53%

Dublin – June 1, 2020 – Cosmo Pharmaceuticals N.V. (SIX: COPN) today announced an amendment to the terms of its loan agreement with Acacia Pharma Group plc (“Acacia”) (EURONEXT: ACPH). Under the terms of the amendment, the €10 million loan facility provided by Cosmo to Acacia in January 2020, which was available for drawdown by Acacia following the approval of BARHEMSYS® by the FDA in February 2,020, is terminated and replaced with a €10 million equity investment at a price of €3.112 per share which represents a 4.1% premium to the Acacia Pharma closing share price on 29 May 2020 and equates to 3,213,769 Acacia ordinary shares to be issued to Cosmo. In addition, a further 367,893 shares are being issued to Cosmo (at an equity subscription price of €2.99 per share) in satisfaction of a €1,100,000 break fee payable under the terms of the loan amendment. The €25 million loan facility which will be made available by Cosmo to Acacia on the approval of Byfavo™ has not been affected by this transaction.

Following the transaction, Cosmo’s stake in Acacia will increase to 18.53% with Cosmo holding 12,576,329 Acacia ordinary shares acquired at an average cost of €2.47 per share.

In January 2020, Cosmo sublicensed its Byfavo™ U.S. rights to Acacia for a €10 million upfront payment in Acacia shares and made a €10 million investment in the company acquiring in total 8,994,667 Acacia ordinary shares representing a 14.08% stake in the company. When the inital stake in Acacia was acquired, Cosmo also provided financing to fund Acacia’s U.S. expansion by way of €35m in loan facilities of which €10 million was available for drawdown upon approval of BARHEMSYS®. A further €25 million can be drawn upon approval of Byfavo™ which has a PDUFA date of 5 July 2020. Under the terms of the sub-license agreement, Cosmo will receive a further €20 million in Acacia ordinary shares upon approval and first commercial sale of Byfavo™ plus an additional US$ 105 million in commercial milestones.

Alessandro Della Chà, Chief Executive Officer of Cosmo, said: “We strongly believe that Acacia has the potential of become a leading player in its field. In order to do so the company must be well financed. By moving from debt to equity we contribute towards the strengthening of Acacia’s financial structure and will now have an equity stake of 18.5% in the company.”

Mike Bolinder, Chief Executive Office of Acacia Pharma said: “We greatly appreciate the flexibility and strong show of support from our strategic partner, Cosmo Pharmaceuticals, which strengthens our balance sheet as we prepare to begin commercialization later this year.”

About Cosmo Pharmaceuticals

Cosmo is a specialty pharmaceutical company focused on developing and commercialising products to treat selected gastrointestinal disorders and improve endoscopy quality measures through aiding the detection of colonic lesions. Cosmo has also developed medical devices for endoscopy and has recently entered into a partnership with Medtronic for the global distribution of GI Genius™ its artificial intelligence device for use in coloscopies and GI procedures. Cosmo has licensed Aemcolo™ to Red Hill Biopharma and is the licensee of Byfavo™(remimazolam) for the U.S. for procedural sedation, which it has sub-licensed to Acacia. For additional information on Cosmo and its products please visit the Company’s website: www.cosmopharma.com

Financial calendar

Jefferies Virtual Healthcare Conference

June 2-4, 2020

2020 Half-Year Results

July 30, 2020

Contact

Niall Donnelly, CFO & Head of Investor Relations

Cosmo Pharmaceuticals N.V.

Tel: +353 1 817 03 70

ndonnelly@cosmopharma.com

Disclaimer

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.

This communication is not an offer of securities of any issuer. Securities may not be offered or sold in the United States absent registration or an exemption from the registration requirement of the US Securities Act of 1933.

This press release constitutes neither an offer to sell nor a solicitation to buy securities and it does not constitute a prospectus within the meaning of article 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or any similar document. The offer will be made solely by means of, and on the basis of, a securities prospectus to be published. An investment decision regarding the securities to be publicly offered should only be made on the basis of the securities prospectus.

This press release is made to and directed only at (i) persons outside the United Kingdom, (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”), and (iii) high net worth individuals, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order. Any person who is not a relevant person should not act or rely on this press release or any of its contents.

This press release does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA"). Any offers of the Securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities.


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