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2011-02-02 14:45:00 CET 2011-02-02 14:45:37 CET REGULATED INFORMATION Biotie Therapies - Major shareholder announcementsNotification according to Chapter 2, Section 10 of the Finnish Securities Market ActBIOTIE THERAPIES CORP. STOCK EXCHANGE RELEASE 2 February 2011 at 3.45 p.m. Notification according to Chapter 2, Section 10 of the Finnish Securities Market Act Biotie Therapies Corp. ("Company" or "Biotie") has gained knowledge of the notifications regarding changes in holdings in accordance with Chapter 2, Section 9 of the Finnish Securities Markets Act, described below. The notifications received by the Company concern the changes in holdings in the Company of UCB S.A., 5AM Partners LLC (through 5AM Ventures LLC and 5AM Co- Investors LLC), Novo A/S as well as Abingworth Manangement Limited (through Abingworth Bioventures IV LP and Abingworth Bioventures IV Executives LP). The mentioned parties are parties to a Combination Agreement entered into on 10 January 2011 among the Company, Synosia Therapeutics Holding AG ("Synosia") as well as Synosia's shareholders and warrant holders, described in more detail in a stock exchange release issued on 11 January 2011. As described in detail in Biotie's stock exchange release issued on 2 February 2011, Biotie's Extraordinary General Meeting has on 1 February 2011 passed resolutions necessary for the completion of the transaction and the other prerequisites for the completion of the transaction have been fulfilled, and the Company has issued 161,448,371 shares to the shareholders and warrant holders of Synosia as consideration for the entire issued share capital and outstanding warrants of Synosia (the "Transaction"). In connection with the Transaction, the Company issued 14,912,155 to Synosia to be held in treasury and used to satisfy future potential exercise of Synosia's options. The new shares shall be registered on or about 3 February 2011. In the Transaction new shares in the Company were issued to the notifying parties, and the resulting holdings of shares and votes in the Company of the notifying parties after the completion of the Transaction would be as follows, and the notifying parties are entitled to use the rights attached to the new shares upon their registration with the Finnish Trade Register (on or about 3 February 2011): Name Number of shares Voting rights Share of Share of to be received shares to be share capital voting subject to received subject (%) rights (%) completion of to completion of Transaction Transaction UCB S.A 31,486,996 31,486,996 8.94 9.76 5AM Ventures LLC 14,590,660 14,590,660 4.14 4.52 (controlled by 5AM Partners LLC) 5AM Co-Investors 2,070,363 2,070,363 0.59 0.64 LLC (controlled by 5AM Partners LLC) 5AM Partners LLC 16,661,023 16,661,023 4.73 5.16 (through 5AM Ventures LLC and 5AM Co-Investors LLC) in total Novo A/S 26,158,853 26,158,853 7.42 8.11 Abingworth 16,551,331 16,551,331 4.70 5.13 Bioventures IV LP (controlled by Abingworth Management Limited) Abingworth 141,927 141,927 0.04 0.04 Bioventures IV Executives LP (controlled by Abingworth Management Limited) Abingworth 16,693,258 16,693,258 4.74 5.17 Management Limited (through Abingworth Bioventures IV LP and Abingworth Bioventures IV Executives LP) in total The number of voting rights and percentages presented above are calculated based on number of shares and voting rights obtained upon completion of the Transaction taking into account the treasury shares held by the Company on the date of the notification. On the date hereof, the registered number of shares in Biotie Therapies Corp. is 176,003,931. Of these shares 14,747,084 are held by the Company and the number of outstanding registered shares and voting rights attached to such shares amounts thus to 161,256,847. Subsequent to the registration of the new shares to be issued in connection with the Transaction, the aggregate number of Biotie shares will be 352,364,457. Of these shares, 29,659,239 will be held by the Company or its group companies. Turku, 2 February 2011 Biotie Therapies Corp. Timo Veromaa President and CEO For further information, please contact: Virve Nurmi, Biotie Therapies Corp. tel. +358 2 274 8900 e-mail:virve.nurmi@biotie.com DISTRIBUTION NASDAQ OMX Helsinki Ltd Main Media www.biotie.com [HUG#1484695] |
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