BIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 2 February 2011 at 3.45 p.m.
Notification according to Chapter 2, Section 10 of the Finnish Securities Market
Act
Biotie Therapies Corp. ("Company" or "Biotie") has gained knowledge of the
notifications regarding changes in holdings in accordance with Chapter 2,
Section 9 of the Finnish Securities Markets Act, described below.
The notifications received by the Company concern the changes in holdings in the
Company of UCB S.A., 5AM Partners LLC (through 5AM Ventures LLC and 5AM Co-
Investors LLC), Novo A/S as well as Abingworth Manangement Limited (through
Abingworth Bioventures IV LP and Abingworth Bioventures IV Executives LP).
The mentioned parties are parties to a Combination Agreement entered into on 10
January 2011 among the Company, Synosia Therapeutics Holding AG ("Synosia") as
well as Synosia's shareholders and warrant holders, described in more detail in
a stock exchange release issued on 11 January 2011. As described in detail in
Biotie's stock exchange release issued on 2 February 2011, Biotie's
Extraordinary General Meeting has on 1 February 2011 passed resolutions
necessary for the completion of the transaction and the other prerequisites for
the completion of the transaction have been fulfilled, and the Company has
issued 161,448,371 shares to the shareholders and warrant holders of Synosia as
consideration for the entire issued share capital and outstanding warrants of
Synosia (the "Transaction"). In connection with the Transaction, the Company
issued 14,912,155 to Synosia to be held in treasury and used to satisfy future
potential exercise of Synosia's options. The new shares shall be registered on
or about 3 February 2011.
In the Transaction new shares in the Company were issued to the notifying
parties, and the resulting holdings of shares and votes in the Company of the
notifying parties after the completion of the Transaction would be as follows,
and the notifying parties are entitled to use the rights attached to the new
shares upon their registration with the Finnish Trade Register (on or about 3
February 2011):
Name Number of shares Voting rights Share of Share of
to be received shares to be share capital voting
subject to received subject (%) rights (%)
completion of to completion of
Transaction Transaction
UCB S.A 31,486,996 31,486,996 8.94 9.76
5AM Ventures LLC 14,590,660 14,590,660 4.14 4.52
(controlled by
5AM Partners LLC)
5AM Co-Investors 2,070,363 2,070,363 0.59 0.64
LLC (controlled
by 5AM Partners
LLC)
5AM Partners LLC 16,661,023 16,661,023 4.73 5.16
(through 5AM
Ventures LLC and
5AM Co-Investors
LLC) in total
Novo A/S 26,158,853 26,158,853 7.42 8.11
Abingworth 16,551,331 16,551,331 4.70 5.13
Bioventures IV LP
(controlled by
Abingworth
Management
Limited)
Abingworth 141,927 141,927 0.04 0.04
Bioventures IV
Executives LP
(controlled by
Abingworth
Management
Limited)
Abingworth 16,693,258 16,693,258 4.74 5.17
Management
Limited (through
Abingworth
Bioventures IV LP
and Abingworth
Bioventures IV
Executives LP) in
total
The number of voting rights and percentages presented above are calculated based
on number of shares and voting rights obtained upon completion of the
Transaction taking into account the treasury shares held by the Company on the
date of the notification.
On the date hereof, the registered number of shares in Biotie Therapies Corp. is
176,003,931. Of these shares 14,747,084 are held by the Company and the number
of outstanding registered shares and voting rights attached to such shares
amounts thus to 161,256,847. Subsequent to the registration of the new shares to
be issued in connection with the Transaction, the aggregate number of Biotie
shares will be 352,364,457. Of these shares, 29,659,239 will be held by the
Company or its group companies.
Turku, 2 February 2011
Biotie Therapies Corp.
Timo Veromaa
President and CEO
For further information, please contact:
Virve Nurmi, Biotie Therapies Corp.
tel. +358 2 274 8900
e-mail:virve.nurmi@biotie.com
DISTRIBUTION
NASDAQ OMX Helsinki Ltd
Main Media
www.biotie.com
[HUG#1484695]
Notification according to Chapter 2, Section 10 of the Finnish Securities Market Act
| Source: Biotie Therapies