Formycon and ATHOS KG merge development activities through the acquisition of biosimilar assets in a long-term strategic partnership

Formycon AG / Key word(s): Mergers & Acquisitions/Agreement
Formycon and ATHOS KG merge development activities through the acquisition of biosimilar assets in a long-term strategic partnership

29-March-2022 / 17:39 CET/CEST
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Publication of insider information in accordance to Article 17 of Regulation (EU) No. 596/2014
Ad Hoc Announcement // March 29, 2022

Formycon and ATHOS KG merge development activities through the acquisition of biosimilar assets in a long-term strategic partnership

Munich - Formycon AG (ISIN: DE000A1EWVY8 / WKN: A1EWVY) ("Formycon") and ATHOS KG ("ATHOS") have agreed to merge their development activities in the area of biosimilars through a long-term strategic partnership.

This will involve Formycon in acquiring 100% of the rights in FYB202, a biosimilar candidate for Stelara(R)¹, the 50% stake of ATHOS in FYB201, a biosimilar candidate for Lucentis(R)², and the operational development unit Bioeq GmbH.

The value of the consideration to be paid by Formycon as part of the transactions amounts to a cumulative volume of approximately Euro 650 million as of the completion date and is based on mutually determined fair-value conditions confirmed by expert opinion. As part of this framework, the Formycon share is valued at Euro 83.41.

The payment of the purchase prices to ATHOS for the assets being acquired is to be partly financed by the issue of shares from a non-cash capital increase, making use of the existing fully authorized capital (Euro 4,000,000 or shares) of Formycon at a notional value of Euro 83.41 per new Formycon share. This issue of shares from a non-cash capital increase will solely include the participation of ATHOS via various subsidiaries. Furthermore, ATHOS is to receive an earn-out component in future cash flows of Formycon from the biosimilar candidates FYB201 and FYB202, which are expected to total in the middle triple-digit million range for ATHOS.

Upon completion, ATHOS will become the largest shareholder of Formycon with an indirectly held share of approximately 26.6% of the share capital. ATHOS as well as other anchor shareholders and members of the Executive Board and Supervisory Board have entered into a customary lock-up agreement for a period of 10 months starting from today's date. The agreement includes more than 50% of all total issued shares of Formycon.

By acquiring the two biosimilar candidates, Formycon will have a significantly higher share in future revenues from their marketing. The company will primarily invest the cash inflows expected from this transaction into accelerated expansion of the development pipeline. This will enable future biosimilar candidates to be developed independently. The intention is for them to contribute sustainably to value added and to the ongoing growth of the company in the future. The acquisition and integration of the long-time partner Bioeq GmbH is enabling Formycon to expand its expertise in a number of sectors that are important for the development, approval and commercialization of biosimilars.

The transaction is subject to the usual conditions including specific regulatory approvals and is projected to be closed in the first half-year of 2022.

¹⁾ Stelara(R) is a registered trademark of Johnson & Johnson
²⁾ Lucentis(R) is a registered trademark of Genentech Inc.

Contact:
Sabrina Müller
Senior Manager Corporate Communications and Investor Relations
Formycon AG
Fraunhoferstr. 15
82152 Martinsried/Planegg/Germany
Tel.: + 49 (0) 89 - 86 46 67 149
Fax: + 49 (0) 89 - 86 46 67 110
Sabrina.Mueller@formycon.com // www.formycon.com

About Formycon:
Formycon AG is a leading, independent developer of high-quality biopharmaceutical medicines, especially biosimilars. Formycon AG is listed on the Open Market ("Scale") of the Frankfurt Stock Exchange (ISIN: DE000A1EWVY8 / WKN: A1EWVY).

About Biosimilars:
Since their introduction in the 1980s, biopharmaceuticals have revolutionized the treatment of serious diseases such as cancer, diabetes, rheumatoid arthritis, multiple sclerosis and eye diseases. In the coming years, many of these biotech drugs will lose their patent protection - and by 2025, medications with revenues of approximately USD 100 billion will be off patent. Biosimilars are follow-on versions of biopharmaceuticals, for which exclusivity has expired. They are approved via stringent regulatory pathways in highly regulated markets (such as EU, US, Japan, Canada, Australia) based on proven similarity of the biosimilar with the originator biopharmaceutical reference product. Global sales of biosimilars are estimated to exceed $15 billion by 2020. By 2030, analysts estimate that this figure could rise to over $60 billion.

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