NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN
OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
Antisoma's acquisition of Xanthus Pharmaceuticals Inc. approved by
Antisoma plc (LSE:ASM; USOTC:ATSMY) announces that the resolutions
put to today's Extraordinary General Meeting (EGM) of Antisoma's
shareholders were passed with the support of over 89% of votes cast.
These included a resolution to acquire Xanthus Pharmaceuticals Inc.,
and, by association, the fundraising linked with the acquisition.
Full details of the proxy voting are available on Antisoma's website
Copies of the resolutions passed at the EGM today are available for
inspection at the UK Listing Authority's Document Viewing Facility,
which is situated at:
The Financial Services Authority
25 The North Colonnade
London E14 5HS
Tel: +44 (0) 20 7066 1000
A further announcement will be made regarding admission of the shares
issued in connection with the acquisition and fundraising and the
completion of the transaction.
Antisoma plc Tel: +44 (0)7909 915
Glyn Edwards, Chief Executive Officer
Daniel Elger, Director of Communications
Buchanan Communications Tel: +44 (0)20 7466
Mark Court/Lisa Baderoon/Rebecca Skye
Piper Jaffray Ltd Tel: +44 (0)20 3142
Background to the acquisition and fundraising
On 16 May, Antisoma announced that it had entered into an agreement
to acquire private US oncology company Xanthus Pharmaceuticals, Inc.
in an all-share deal valued at GBP 26.8 million (USD 52.2 million)
and that it had simultaneously executed a fundraising providing,
before expenses, an additional GBP 20.9 million to the Enlarged
Group. Further details are available in the press release of 16 May.
Notes and disclaimers
Piper Jaffray, which is authorised and regulated in the UK by the
Financial Services Authority, is acting as financial adviser and
broker to Antisoma in connection with the proposals and no-one else
and will not be responsible to anyone other than Antisoma for
providing the protections afforded to clients of Piper Jaffray nor
for providing advice in relation to the proposals nor any other
matter referred to in this announcement.
Words and expressions used in this announcement will have the same
meaning as defined in the prospectus and circular that has been sent
This document does not constitute an offer or invitation to purchase
or subscribe for any securities of Antisoma and no part of it shall
form the basis of or be relied upon in connection with any contract
or commitment whatsoever.
The information contained herein is not for publication, distribution
or release in or into the United States. The material set forth
herein is for informational purposes only and is not intended, and
should not be construed, as an offer of securities for sale in the
United States. The securities described herein have not been and
will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or the laws of any state or other
jurisdiction, and may not be offered or sold within the United
States, except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable laws of any state or other jurisdiction. There is no
intention to register any portion of the securities described herein
in the United States.
This document is not an offer to sell or the solicitation of an offer
to buy any securities in any jurisdiction where such offer or sale is
Certain matters discussed in this statement are forward looking
statements that are subject to a number of risks and uncertainties
that could cause actual results to differ materially from results,
performance or achievements expressed or implied by such statements.
These risks and uncertainties may be associated with product
discovery and development or licensing activities, including
statements regarding the clinical development programmes, the
expected timing of clinical trials and regulatory filings,
out-licensing opportunities, and funding requirements. Such
statements are based on management's current expectations, but actual
results may differ materially.
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