Polyphor AG / Key word(s): Merger 15-Oct-2021 / 07:30 CET/CEST Release of an ad hoc announcement pursuant to Art. 53 LR The issuer is solely responsible for the content of this announcement.
Allschwil, Switzerland, October 15, 2021
Swiss Takeover Board confirms Absence of an Obligation to make a Public Takeover Offer in connection with planned Enbiotix Merger Polyphor AG (SIX: POLN) today announced that in connection with the proposed merger with EnBiotix, Inc. ("EnBiotix"), a request for confirmation regarding the absence of an obligation to make a public tender offer was filed with the Swiss Takeover Board on October 1, 2021, on behalf of EnBiotix. The Board of Directors of Polyphor supported this request in its opinion dated October 5, 2021 (available on Polyphor's website at www.polyphor.com/investor-relations/corporate-governance). In its decision of October 13, 2021, the Takeover Board confirmed the absence of an obligation to make a public takeover offer. The full decision including information on the background can be found at www.takeover.ch.
Decision of the Takeover Board
In its decision of October 13, 2021 (published on www.takeover.ch), the Takeover Board has decreed the following:
1. It is hereby determined that the proposed transaction set out in the presented files does not trigger an obligation to make an offer within the meaning of art. 135 para. 1 sentence 1 of the FinMIA for EnBiotix, Inc., Wired Holding Investment Corp., Apeiron Holdings Limited, Polyphor AG, James J. Collins, Trustees of Boston University, Jeffrey D. Wagner, NAEJA Pharmaceutical, Inc., YPOP II LLC and Sanford Biosciences, LLC.
2. Polyphor AG is required to publish the opinion of its Board of Directors together with the operative part of this decision (Dispositiv) and a reference to the right of objection pursuant to art. 58 TOO.
3. This decision shall be published on the website of the Takeover Board following the publication of Polyphor AG in accordance with the second paragraph of this decision.
4. The fee payable by EnBiotix, Inc. amounts to CHF 20,000.
Objection
A qualified shareholder may file an objection against the Takeover Board's decision. The objection must be filed with the Takeover Board (Stockerstrasse 54, 8002 Zurich; fax: +41 44 283 17 40) within five trading days from the date of publication of the decision of the Takeover Board. The first trading day after the publication of the decision of the Takeover Board on the Takeover Board's website will be the first day of the filing period. The objection must contain a formal request, summary reasons and proof of the qualified participation.
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About Polyphor Polyphor is a research-oriented Swiss biopharmaceutical company with a leading macrocyclic peptide technology platform. Polyphor is headquartered in Allschwil near Basel and is listed on the SIX Swiss Exchange (SIX: POLN). www.polyphor.com.
About EnBiotix Enbiotix is a privately-held, rare disease company with an initial focus on chronic respiratory diseases. EnBiotix is headquartered in Boston, Massachussets, USA with its affiliate, EnBiotix, GmbH based in Leipzig, Germany. www.enbiotix.com.
Disclaimer This press release contains forward-looking statements which are based on current assumptions and forecasts of the Polyphor management. Known and unknown risks, uncertainties, and other factors could lead to material differences between the forward-looking statements made here and the actual development, in particular Polyphor's results, financial situation, and performance. Readers are cautioned not to put undue reliance on forward-looking statements, which speak only of the date of this communication. Polyphor disclaims any intention or obligation to update and revise any forward-looking statements, whether as a result of new information, future events or otherwise.
