The Board of Directors of BioPhausia unanimously recommends the shareholders and the holders of listed warrants to accept the public offer by Medivir. Background This statement is made by the Board of Directors[1] (the "Board") of BioPhausia AB (publ) ("BioPhausia" or the "Company") pursuant to section II.19 of the rules concerning public takeover offers on the stock market adopted by NASDAQ OMX Stockholm (the "Takeover Rules"). Medivir AB (publ) ("Medivir"), has today, on April 11, 2011, announced a public offer to the shareholders and holders of listed warrants in BioPhausia to transfer all of their shares and warrants in BioPhausia to Medivir (the "Offer"). Medivir is offering each BioPhausia shareholder[2]; 1) in respect of approximately 69.4 percent of the number of BioPhausia shares tendered by such shareholder: approximately 0.0117 new class B Medivir shares per BioPhausia share (the "Share Consideration"), equivalent to a value of approximately SEK 1.65 per BioPhausia share and 2) in respect of the remaining approximately 30.6 percent of the number of BioPhausia shares tendered by such shareholder: SEK 1.65 in cash per BioPhausia share (the "Cash Consideration"). Accordingly, for every 1,000 BioPhausia shares tendered, each BioPhausia shareholder will receive SEK 504.90 in cash and approximately 8.13 new class B Medivir shares. Shareholders that own 5,000 or less BioPhausia shares can choose to receive a guaranteed cash consideration of SEK 1.65 per BioPhausia share. Medivir offers each holder of listed warrants 2009/2012 SEK 0.32 in cash per listed warrant. The Offer is inter alia conditional upon that Medivir becomes the owner of more than 90 percent of the shares in BioPhausia, that no other party announces an offer with more favorable conditions than the Offer and that the shareholders in Medivir resolve on the necessary decisions to issue new shares in Medivir. Two of BioPhausia's largest shareholders, Skandia Liv and Originat AB, and those of the BioPhausia board members who have participated in the Board's deliberations and decisions regarding the Offer have expressed their intent to accept the Offer. According to the indicative timetable set out in the press release through which the Offer was announced, the acceptance period is expected to commence on or around May 2, 2011 and expire on or around May 23, 2011. Subject to the Offer being declared unconditional no later than on or around May 30, 2011, settlement is expected to commence on or around June 7, 2011. The Board has allowed Medivir to conduct a limited due diligence before the announcement of the Offer. Accordingly, BioPhausia has conducted a limited due diligence on Medivir. In connection herewith, Medivir has received information regarding BioPhausia's preliminary results for the first quarter 2011, see further separate press release. The Board notes that Medivir has received an exemption from the Swedish Securities Council implicating that the warrants issued under BioPhausia's employee stock option program in May 2009 are not included in the Offer. For further information about the Offer, reference is made to Medivir's press release which was made public earlier today. -------------------------------------------------------------------------------- [1] Anna Malm Bernsten is also a member of the Board of Directors of Medivir which has been considered to constitute a conflict of interest and she has therefore not participated in the Biophausia Board's evaluation and recommendation of the Offer. Johan Unger is a shareholder of Medivir, but the ownership has not been considered to be of such size in relation to his other means and in relation to his ownership in Biophausia that it constitutes a conflict of interest. [2] Certain numbers are rounded. For actual numbers, please see separate press release from Medivir. [HUG#1505031]
Statement by the Board of Directors of BioPhausia in relation to
| Source: BioPhausia AB