Heidelberg Pharma AG

M&A Activity • Jan 9, 2009

News Details

Ad-hoc | 9 January 2009 00:10

WILEX and UCB agree on a strategic allianceWILEX AG:

WILEX AG / Strategic Company Decision/Corporate Action

Release of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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Munich, 8 January 2009 – The Munich based biopharmaceutical company WILEX
AG (ISIN DE0006614720 / Frankfurt Stock Exchange / Prime Standard) and UCB
Pharma S.A. with its seat in Brussels ('UCB') have today agreed to enter
into a strategic partnership.

WILEX AG will acquire the world-wide rights to further develop the entire
preclinical oncology portfolio from UCB which comprises two small-molecule
programmes and three antibody programmes.

UCB has granted the rights to the programmes to a new legal entity, the
shares of which are wholly owned by UCB. Furthermore, this new entity will
be funded by UCB with a cash contribution of EUR 10 million. Within the
framework of a contribution in kind based on its authorised capital, WILEX
AG will acquire all shares of such new legal entity from UCB in
consideration for 1,818,181 newly issued shares, subject to the exclusion
of the statutory shareholders’ subscription rights.

Furthermore, UCB will invest into the newly established legal entity
further amounts which are subject to the fulfilment of certain milestones
of up to EUR 10 million in total. These milestones include the application
of clinical Phase I trial and first dose in man.

After completion of the capital increase, UCB will hold 13.19% of the
shares in WILEX AG. One half of the shares thus acquired by UCB shall be
listed for trading on the stock exchange. For the other half of the shares
the parties will agree on a contractual lock up period up to and including
9 January 2011.

The boards of both companies today approved the transaction.

Information and explanations of the issuer according to this
Ad-hoc-release:
Telephone Conference:
- for press: 09.01.09, 10:30 CET
- for analysts: 09.01.09, 15:00 CET

Dial-in number for the conference calls will be published with the press
release.

Contact
Katja Arnold (CIRO)
Investor & Public Relations
WILEX AG
Grillparzerstr. 10
81675 Munich
Germany
Tel.: +49 (0)89-41 31 38-126
Fax: +49 (0)89-41 31 38-99
Email: investors@WILEX.com
Website: http://www.wilex.com
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
general discussion of strategy, plans or intentions of the Company. Such
forward-looking statements involve known and unknown risks, uncertainties
and other factors, which may cause our actual results of operations,
financial condition, performance, or achievements, or industry results, to
be materially different from any future results, performance 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. 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.

WILEX AG
Grillparzerstr. 10
81675 München, Deutschland

Katja Arnold (CIRO)
Investor & Public Relations
Tel.: +49 89-41 31 38-126
Mobil: +49 160 93603022
katja.arnold@wilex.com

09.01.2009 Financial News transmitted by DGAP

Language: English
Issuer: 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 Berlin, Düsseldorf, München, Stuttgart

End of News DGAP News-Service

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