Heidelberg Pharma AG

Share Issue/Capital Change • Nov 3, 2010

News Details

Ad-hoc | 3 November 2010 20:56

WILEX AG announces acquisition of Heidelberg Pharma AG

WILEX AG / Key word(s): Acquisition/AGM/EGM

03.11.2010 20:56

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
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The issuer is solely responsible for the content of this announcement.

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WILEX AG announces acquisition of Heidelberg Pharma AG

Munich, Germany, 3 November 2010 WILEX AG (ISIN DE0006614720 / WL6 /
Frankfurt Stock Exchange) announced today that it has signed an agreement,
with the approval of the Supervisory Board, with all shareholders of
Heidelberg Pharma AG regarding the acquisition of all shares in Heidelberg
Pharma AG in return for shares in WILEX AG.

Heidelberg Pharma AG is a private company with 34 employees domiciled in
Ladenburg near Heidelberg, Germany. Heidelberg Pharma has two business
units. The first comprises a novel conjugate platform technology for
therapeutic antibodies (antibody drug conjugates, ADC). This ADC technology
has the potential to enhance and improve the efficacy of many
antibody-based therapies, including those currently marketed. This gives
WILEX and Heidelberg Pharma the opportunity to utilise this technology
platform for its own drug candidates and also generate revenue by
outlicensing the technology to partners through Heidelberg Pharma. The
second business unit comprises preclinical work on drug metabolism,
pharmacology and pharmacokinetics in oncology and generates revenue by
offering this infrastructure and expertise as a service to third parties.

WILEX AG intends to acquire all of the shares in Heidelberg Pharma AG by
way of a non-cash capital increase in return for issuing 3,200,000 new
WILEX shares, excluding shareholders' subscription rights. The transaction
price of EUR 19.2 million offered by WILEX for 100% of the shares in
Heidelberg Pharma AG is equivalent to a price of EUR 6.00 per newly issued
WILEX share, which is a premium of around 25% on the share's closing price
on 1 November 2010. This corresponds to a conversion ratio of 5.75 to 1 in
relation to the enterprise values of WILEX AG and Heidelberg Pharma AG.
WILEX AG will ask its shareholders for approval of this transaction and
call an Extraordinary General Meeting (EGM) for 15 December 2010. If
WILEX's shareholders approve the acquisition, Heidelberg Pharma AG will
become a wholly-owned subsidiary of WILEX AG. The invitation to and agenda
of the EGM will be published on the Company's website and in the Electronic
Federal Gazette in the afternoon of 4 November 2010. The equity
contribution agreement will be made available at the EGM and may be
inspected at http://www.wilex.de/IR/AGM.php prior to the EGM.

Contact
Katja Arnold (CIRO)
Corporate Communications
WILEX AG
Grillparzerstr. 10
81675 München, Germany
Phone: +49 (0)89-41 31 38-126
Fax: +49 (0)89-41 31 38-99
Email: investors@wilex.com

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Information and Explaination of the Issuer to this News:

About WILEX
WILEX AG is a biopharmaceutical company based in Munich and is listed at
the Frankfurt Stock Exchange at the Regulated Market / Prime Standard.
WILEX's mission is to develop drugs with a low side effect profile and
targeted treatment of different types of cancer as well as diagnostic
agents for specific detection of tumours. The Company's product candidates
are based on antibodies and small molecules. WILEX has an attractive
product pipeline which includes both drug and diagnostic candidates: For
REDECTANE(R) WILEX is currently preparing an application for approval in
the United States. RENCAREX(R) is undergoing a Phase III registration
trial. Positive MESUPRON(R) Phase II data in the indication pancreatic
cancer have been published and another Phase II trial in breast cancer is
ongoing. The MEK inhibitor WX-554 has completed a Phase I trial. A further
oncology project (PI3K inhibitor WX-037) is in preclinical development and
three antibody programmes are in research. WILEX aims within a few years to
be able to finance its research and development programmes from its
operating cash flow. Website: http://www.WILEX.com, ISIN DE0006614720 / WKN
661472 / Symbol WL6

Antibody Drug Conjugates (ADCs)
Antibody drug conjugates are monoclonal antibodies attached to biologically
active drugs by chemical linkers. Combining the specific targeting of
antibodies with cancer-killing cytotoxic drugs enables ADCs to discriminate
between healthy and tumour tissue. This combination enhances the control of
drug pharmacokinetics and significantly improves delivery to target tissue.

This communication contains certain forward-looking statements relating to
the Company's business, which can be identified by the use of
forward-looking terminology such as 'estimates', 'believes', 'expects',
'may', 'will' 'should' 'future', 'potential' or similar expressions or by a
general discussion of the Company's strategy, plans or intentions. Such
forward-looking statements involve known and unknown risks, uncertainties
and other factors, which may cause our actual results of operations,
financial position, earnings, achievements, or industry results, to be
materially different from any future results, earnings or achievements
expressed or implied by such forward-looking statements. Given these
uncertainties, prospective investors and partners are cautioned not to
place undue reliance on such forward-looking statements. We disclaim any
obligation to update any such forward-looking statements to reflect future
events or developments.

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Language: English
Company: WILEX AG
Grillparzerstr. 10
81675 München
Deutschland
Phone: +49 (0)89 41 31 38 - 0
Fax: +49 (0)89 41 31 38 - 99
E-mail: info@wilex.com
Internet: www.wilex.com
ISIN: DE0006614720
WKN: 661472
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in München, Berlin, Düsseldorf, Stuttgart

End of Announcement DGAP News-Service

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