BioXell S.p.A. (SIX Swiss Exchange: BXLN), a listed biopharmaceutical company focused on the discovery and development of drugs that exploit novel mechanisms of action, announced on 18 November 2009 that it had entered into a transaction agreement with Cosmo Pharmaceuticals S.p.A. (SIX Swiss Exchange: COPN), headquartered in Lainate, Italy, under which the parties agreed on the terms and conditions according to which Cosmo would launch a public tender offer  for all outstanding shares of BioXell.

After a comprehensive and careful review of all available strategic options and a thorough review of the terms of the proposed offer, BioXell’s Board of Directors concluded unanimously that Cosmo’s intended acquisition is in the best interests of BioXell’s shareholders.

The detailed terms of the offer were set out in Cosmo's offer prospectus on 8 December 2009, which can be downloaded at www.cosmopharmaceuticals.com. The offer is expected to be closed by the end of March 2010. 

In line with the announcement of November 18th 2009, BioXell is currently pursuing efforts to outlicense/sell its technology assets incl. its monoclonal antibody BXL1H5 for the treatment of chronic pain prior to the closing of the offer. Provided that the transaction with Cosmo is successfully completed in March 2010, any potential receipt from the sale of BioXell’s technology will be paid to BioXell shareholders. In the meantime, the company is implementing further cost-reduction and restructuring measures for its organisation.