BioXell agrees to $41 million acquisition by Cosmo

Italy-headquartered biopharmaceutical firmBioXell SpA saw its share price gain 15% to 7.10 Swiss francs on the Swiss Exchange: after announcing that it that it has entered into an agreement to be acquired by Italian rival Cosmo Pharmaceuticals SpA, in a deal valuing the firm at around 41.3 million francs ($40.7 million). Under the terms of the accord, Cosmo will launch a public tender offer for all outstanding shares of BioXell, which was founded in 2002 as a spin-out from Swiss drug major Roche.

BioXell's shareholders will be offered, in the aggregate (for 100% of BioXell's shares outstanding):

' 15.1 million francs  in cash;
' 1,132,500 newly issued and registered Cosmo shares; and
' 1,132,500 put options (to be listed and freely tradable), each entitling its holder to sell one Cosmo share to Cosmo at a price of 21.00 francs between July 1, 2011 and December 31, 2011.

In addition, subject to certain conditions, Cosmo will increase the cash component of the consideration if, at the time of settlement of the offer, BioXell has entered into any agreements with third parties for the sale of technology assets for cash, or received payment of certain receivables.

The offer, due to be launched next month, is expected to be closed by the end of March 2010, subject to an acceptance rate at the end of the offer period of at least 60% of BioXell's outstanding share capital and to the satisfaction of certain other conditions. Index Ventures and TVM Capital, together holding 19.7% of BioXell's outstanding share capital, have agreed to tender their shares in the Offer, subject to no superior offer being received before or during the term of the Offer.