SYGNIS and GENETRIX announced their intention to merge companies SYGNIS and X-Pol Biotech, subsidiary of GENETRIX
Madrid, July 2012.- SYGNIS Pharma AG (Frankfurt: LIOK;) ISIN DE000A1E9B74; (Prime Standard) and GENETRIX reported the signing of an agreement of intentions binding, according to which is proposed to merge the subsidiary of GENETRIX dedicated to sequencing and amplification of DNA, X-Pol Biotech and SYGNIS in order to quickly promote the commercialization of products and technologies of X-Pol.
SYGNIS will acquire the X-Pol property through an expansion of capital in exchange for a contribution in kind, and as a result, X-Pol will become subsidiary to 100% of SYGNIS. After the proposed transaction is expected that the shareholders of X-Pol have 77.5% of the shares in SYGNIS. Expected cash and existing financial resources, such as the silk (standby Equity Distribution Agreement), shall cover the financial needs of the new company after the transaction to obtain positive cash flows. The boards of Directors of both companies have unanimously voted for the conditions proposed in the transaction. Operation is subject to the granting of an exemption, which must give BaFin (the Frankfurt Stock Exchange stock market financial Supervisor body), with regard to the obligations contained in article 35 of the law of removals German (Wertpapiererwerbs – und Ubernahmegesetz), in particular to the compulsory presentation of a public purchase offer (OPA) to the shareholders of SYGNIS. The transaction also depends on the adoption of SYGNIS in the next meeting of shareholders. Pillar of Huerta (Minister delegate of Genetrix) will be incorporated into the management team of SYGNIS.
The transaction is based on the long history of SYGNIS as listed biotechnology company and the experience of GENETRIX in the growing field of molecular tools for medical diagnosis.
Qualiphi ® ” is the most advanced commercial product portfolio of X-Pol. GENETRIX very recently signed a first agreement of exclusive worldwide license of its polymerase Qualiphi ® ” with Qiagen, a company of international reference in processing of samples and testing of molecular biology technologies. Studies suggest that QualiPhi, due to its unique properties, increases exponentially the DNA amplifications performance significantly. The X-Pol products cover a wide spectrum of applications for the for the amplification, repair, sequencing and modification of the DNA for clinical purposes and research. Polymerases such as ® Qualiphi ” needed for amplification of large fragments of DNA and complete genomes and are an essential tool for any research that requires the use of DNA of any species. Due to the progress made in the field of personalized medicine and DNA sequencing, expected polymerases market to grow 25% per year in the coming years. According to current estimates, the market for isothermal amplification of DNA worldwide reaches itself only 70 million euros.
Peter Willinger, Chief Financial Officer (CFO) of SYGNIS said: are excited to bring a new perspective to SYGNIS with a new approach based on prior knowledge of our partner. The company will have a completely new target and offer a profile of lower visibility of revenue and profitability to medium term risk ”
El Dr. Frank Rathgeb, Medical Director of SYGNIS (CMO), complemented the above saying: the X-Pol science team is at the forefront in the field of polymerases. We are very pleased to join forces with these excellent scientific and clearly focus on the development of sequencing DNA and related activities in the field of the molecular diagnosis. X-Pol ”
Pilar de la Huerta, Minister delegate of GENETRIX (CEO), added: the combination of both companies offers great opportunities: access to international capital markets and cash to advance our technologies and products to build a leading company in the field. SYGNIS team and the biotechnology cluster of Heidelberg offered direct access to the scientific excellence of the German region; We will use this enormous potential. ”
