YM BioSciences announces offer for Cytopia Ltd.

07-Oct-2009 - Canada

YM BioSciences Inc. announced it has proposed to merge Cytopia Ltd., a clinical-stage, Melbourne-based drug development company, into YM. Cytopia's lead products are CYT997, a novel vascular disrupting agent (VDA) currently in Phase II trials, and CYT387, a novel, orally-active JAK2 inhibitor that recently received clearance from the FDA to commence a Phase I trial in myeloproliferative disorders.

"After assessing numerous global in-licensing opportunities, we determined that Cytopia's products were an ideal complement to our current portfolio," said David Allan, Chairman and CEO of YM BioSciences. "While the continued development of our lead product nimotuzumab remains our highest priority, we believe the timing is appropriate to expand our pipeline, consistent with our business model, leveraging our existing resources and expertise to select from the opportunities offered to us in order to continue to enhance the value of YM."

Cytopia shareholders are being offered 0.0852 common shares of YM in exchange for each common share of Cytopia. This offer is based on the volume weighted average price (VWAP) of YM shares for a recent 20 trading day period and incorporates a 30% premium to CYT's recent 20-day VWAP . The transaction would result in YM issuing approximately 7.2 million new shares. The offer is subject to certain conditions and the consideration is subject to certain adjustments in the number of YM shares designed to largely preserve the agreed value of the offer notwithstanding possible share price fluctuations.

This transaction will be conducted through a court supervised Scheme of Arrangement with a minimum threshold of at least 75% of Cytopia shares and half the shareholders who vote, voting for the scheme.

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