SYGNIS and GENETRIX Announce Proposed Combination of Businesses of SYGNIS and GENETRIX’ subsidiary X-Pol

23-07-2012: SYGNIS Pharma AG and GENETRIX announced that the biotechnology companies SYGNIS and GENETRIX have signed a binding Term Sheet under which the companies propose to combine the GENETRIX’ DNA sequencing subsidiary X-Pol Biotech and SYGNIS. Goal is to develop and market X-Pol Biotech, S.L.’s DNA sequencing technologies and products.

SYGNIS will acquire 100% ownership of X-Pol by way of capital increase against contribution in kind and therefore X-Pol will become a 100% subsidiary of SYGNIS. After the proposed transaction, the existing shareholders of X-Pol are expected to hold 77.5% of SYGNIS shares. Cash and existing financial facilities, such as SEDA are expected to cover the financial needs of SYGNIS after the transaction until achieving positive cash flows. The executive and supervisory boards of both companies have voted unanimously for the proposed key terms of the transaction. The transaction is subject to an exemption granted by BaFin from the obligations pursuant to Section 35 of the German Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), in particular to submit a mandatory tender offer to the existing shareholders of SYGNIS in connection with the transaction. It is also dependent on the approval of SYGNIS shareholders at the next shareholders’ meeting. It is proposed that Pilar de la Huerta (CEO of GENETRIX) will join the SYGNIS Management Board following the closing of the transaction.