Copenhagen and Oslo, 12th March 2012, 2012-03-12 09:00 CET (GLOBE NEWSWIRE) --
Affitech A/S (NASDAQ OMX: AFFI) today announced that the Board of Directors of Affitech A/S has considered the new Voluntary Conditional Public Purchase Offer made to shareholders by Trans Nova Investments Limited (Trans Nova) on 28th February, 2012 and recommends that shareholders accept the Offer. Dr Aleksandr Shuster (Chairman of the Board) and Dr Andrei Petrov (non-executive director) are related parties to Trans Nova and, as a result, have not participated in the Board’s review of the Offer nor are they party to the recommendation, which is being made solely by those Board members independent of Trans Nova.
In considering the Offer, the independent board members have taken into account the potential value of Affitech’s preclinical research & development assets, including AT001/r84, its novel anti-angiogenesis drug, which has been submitted for regulatory approval to commence clinical trials in Russia, and also the Company’s earlier stage pipeline in antibodies to G-protein coupled receptors. Unfortunately, Affitech does not currently possess the financial resources to progress these potential products towards marketing approval and will require substantial further equity investment in order to do so. Trans Nova and other major shareholders of Affitech, who currently control approximately 75% of Affitech’s share capital, have informed the Board that they do not wish to invest further funds in Affitech under the current public company share structure. The Board is also of the opinion that there is no possibility to obtain external debt financing of its operating activities.
During the last 6 to 9 months, the Board has approached a number of potential new investors in Affitech but they have either been unable to invest in a public company or unwilling to do so alongside Trans Nova. The board has also considered possible corporate transactions that could result in bringing new financial and business resources to Affitech but any such deal would require the support of Trans Nova, which the independent directors conclude is not possible to achieve at present. In the present situation, where external financing of Affitech’s future operations is unlikely to be achieved, the independent board members consider it to be in the best interests of shareholders, employees and business partners for Trans Nova to acquire the shares it does not yet own and to take full responsibility for the Company’s future.
Dr Keith McCullagh, Vice-Chairman of Affitech’s Board of Directors commented:
“We are disappointed that it has not been possible to build Affitech into a successful independent biopharmaceutical company under the current structure. The independent board members are unanimous in believing that it is in the best interests of shareholders to accept the cash offer from Trans Nova and for Affitech to become a wholly owned company within Trans Nova’s successful network of developing pharmaceutical businesses.”
The independent board members recommend that shareholders accept the Offer and return their acceptances within the current Offer Period expiring 27th March, 2012.
About Affitech
Affitech AS is a publicly traded (NASDAQ OMX Copenhagen) human therapeutic antibody company based in Copenhagen, Denmark with R&D facilities in Oslo, Norway. The company utilizes a range of proprietary antibody technologies for the discovery of fully human antibodies for application in oncology, inflammation and other disease areas. CBAS™ (Cell Based Antibody Selection) is Affitech’s premier discovery engine for the isolation of lead antibodies to cell surface molecules in situ. Several of the Company's proprietary product candidates were generated by CBAS™. Further information is available at www.affitech.com.
For more information please contact
Keith McCullagh, Vice-Chairman of Affitech's Board of Directors
Tel.: +44 7939 573 548, e-mail: keith.mccullagh@btinternet.com
Randi Krogsgaard, Director IR & Communications
Tel # +45 2320 1001, e-mail: ir@affitech.com
