BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 12 November 2008 at
12.30
Biotie Therapies Corp. has published a listing prospectus
The listing prospectus of Biotie Therapies Corp. ("Biotie"), which
concerns the listing of the new shares offered for subscription in
connection with the transaction ("Transaction") concerning the sale
and purchase of the share capital of elbion GmbH between Biotie and
elbion NV, and the in offering of shares to certain institutional
investors ("Offering"), has been published on 12 November 2008.
The listing prospectus incorporates unaudited pro forma income
statement information for the nine month period ended 30 September
2008 and for the year ended 31 December 2007, as well as unaudited
pro forma balance sheet information as at 30 September 2008. The
listing prospectus also incorporates unaudited pro forma
capitalisation and indebtedness of Biotie as at 30 September 2008.
Selected pro forma financial information is attached to this stock
exchange release.
Biotie has published the interim report of Biotie for the period of 1
January to 30 September 2008 as well as details of the Transaction
and the Offering including certain financial information on elbion
GmbH by stock exchange releases on 24 October 2008.
In the listing prospectus Biotie has justified the prospects
presented in the interim report published on 24 October 2008 as
follows:"On the basis of an announcement by Lundbeck, Biotie's licensing
partner, Lundbeck is expected to start additional phase III clinical
studies with nalmefene in its alcohol indication in 2008.
Operating costs in 2008 have previously been estimated to be somewhat
higher than in 2007. As some clinical study costs have moved forward
the 2008 operating costs are expected to be approximately at the same
level as in 2007. The company's assessment of the operating costs in
2008 is mainly based on realised costs from the period ended on 30
September 2008 and on the assessment of the company's management
regarding the costs and expenses in the last quarter of 2008.
The revenue of 2008 is estimated to be approximately EUR 5 to 6
million. The revenue will consist of the periodization of the signing
fee of the licensing agreement signed with Seikagaku Corporation in
2003 and those of the licensing agreement of the nalmefene project
signed with Somaxon Pharmaceuticals in 2004, the periodization of the
option fees of the option agreement signed with Roche in 2006 and the
periodization of the initial payment of the licensing agreement
signed with Lundbeck that entered into force in May 2007. The revenue
forecast is based on the recognition of the fees already paid
according to the recognition principles under IFRS. The company does
not expect to receive new milestone payments on the basis of existing
agreements in 2008.
Uncertainties relate to the described prospects and their underlying
assumptions and, thus, there can be no assurance that the prospects
and the company's estimates will materialise. The key uncertainty
factor, which the company cannot affect and which influences all
prospects presented by the company, is the decisions made by third
parties, for example relating to the schedules of clinical trials."
As a result of the completion of the Transaction, elbion NV will hold
over 3/10 of all Biotie's shares and votes attached to the shares.
The Finnish Financial Supervision Authority has granted elbion NV an
exemption pursuant to chapter 6, section 15 of the Finnish Securities
Market Act from the obligation under chapter 6, section 10 of the
Finnish Securities Market Act to make a public tender offer for the
shares and securities of Biotie. A condition for the exemption is
that the holding of elbion NV, within the meaning of Chapter 6,
Section 10 of the Finnish Securities Market Act, falls to or below
3/10 of all votes in Biotie within nine months from the date the new
shares issued in connection with the Transaction have been registered
with the Finnish Trade Register.
The listing prospectus will be available at OMX Way, address:
Fabianinkatu 14, 00130 Helsinki, Finland and at the business premises
of the company, address: Tykistökatu 6, 20520 Turku, Finland, as of
12 November 2008. The listing prospectus will also be available on
Biotie's homepage at www.biotie.com as of 12 November 2008. The
listing prospectus is only available in Finnish.
Turku, 12 November 2008
Biotie Therapies Corp.
Timo Veromaa
President and CEO
For further information, please contact:
Timo Veromaa, President and CEO, Biotie Therapies Corp.
tel. +358 2 274 8900, e-mail: timo.veromaa@biotie.com
www.biotie.com
DISTRIBUTION:
NASDAQ OMX Helsinki Ltd
Main Media
APPENDIX:
Biotie Therapies Oyj's unaudited pro forma combined financial
information
The unaudited pro forma combined financial information in its
entirety is presented in part "Unaudited pro forma combined financial
information of Biotie Therapies Oyj" incorporated in the Listing
Prospectus. Selected unaudited pro forma combined financial
information is presented below. The unaudited pro forma combined
financial information is presented to demonstrate to the reader the
results of operations and the balance sheet position had the
combination between Biotie Therapies Oyj ("Biotie" or "Company") and
elbion GmbH ("elbion") taken place at an earlier date
("Transaction"). This information is presented only to demonstrate
the effect of the Transaction and it is not intended to show what the
results of operations and financial position of the Company would be,
had the Transaction taken place at the date indicated below.
Furthermore, this information is not intended to demonstrate the
results of operations or financial position of the Company in the
future.
The unaudited pro forma combined income statement information for the
year ended 31 December 2007 and for the nine months ended 30
September 2008, have been prepared assuming that the Transaction took
place on 1 January 2007 and the unaudited pro forma combined balance
sheet information as at 30 September 2008 has been prepared assuming
that the Transaction took place on 30 September 2008.
The unaudited pro forma combined financial information is based on
the historical audited consolidated financial statements and on the
unaudited interim financial information of Biotie and on the audited
financial statements and unaudited interim financial information of
elbion GmbH. Historical financial information of Biotie is prepared
based on International Financial Reporting Standards ("IFRS").
Historical audited financial information of elbion GmbH is prepared
based on German GAAP and are adjusted to comply with IFRS. In
addition, the effects of reorganisation measures have been taken into
account in the unaudited IFRS balance sheet of elbion GmbH as if the
reorganisation measures had taken place on 30 September 2008. Impacts
of the IFRS adjustments and of the reorganisation measures are
presented in more detail in the Listing Prospectus.
Pro forma income statement information
1.1.-30.9.2008 1.1.-31.12.2007
(unaudited)
(EUR in thousands)
Revenue 6,629 12,384
Research and development expenses -11,292 -22,520
General and administrative expenses -2,287 -3,286
Other operating income 1,725 4,658
Other operating expense -47 -107
Operating loss -5,272 -8,870
Financial income 899 1,903
Financial expenses -962 -1,149
Loss before taxes -5,336 -8,116
Taxes - -
Net loss -5,336 -8,116
Distribution to:
Parent company shareholders -5,336 -8,116
Pro forma balance sheet information
30.9.2008
(unaudited)
(EUR in thousands)
Assets
Non-current assets
Goodwill 4,601
Other intangible assets 17,184
Property, plant and equipment 2,940
Total non-current assets 24,725
Current assets
Accounts receivables and
other receivables 2,194
Investments held to maturity 18,300
Financial assets at fair value through
profit or loss 129
Cash and cash equivalents 8,734
Total current assets 29,356
Total assets 54,081
Equity and liabilities
Shareholders' equity
Share capital 44,091
Reserve for invested unrestricted equity 980
Retained earnings -31,808
Net loss -3,802
Total shareholders' equity 9,460
Equity and liabilities
Non-current liabilities
Provisions 59
Non-current financial liabilities 24,472
Pension benefit obligations 653
Other non-current liabilities 8,752
Deferred tax liabilities 3,270
Total non-current liabilities 37,206
Current liabilities
Provisions 743
Current financial liabilities 143
Accounts payable and other current debts 6,529
Total current liabilities 7,414
Total liabilities 44,621
Total equity and liabilities 54,081