DGAP-News

Epigenomics AG: Blitz F16-83 GmbH to launch takeover offer for Epigenomics AG

DGAP-News: Epigenomics AG / Key word(s): Takeover Epigenomics AG: Blitz F16-83 GmbH to launch takeover offer for Epigenomics AG 26.04.2017 / 04:02 The issuer is solely responsible for the content of this announcement. Press release Blitz F16-83 GmbH to launch takeover offer for Epigenomics AG

- Shareholders will be offered 7.52 Euros in cash per share valuing Epigenomics at approximately 171 million Euros

- The offer reflects a 49.4% premium to 3-month volume weighted average share price prior to announcement and a 32.0% premium to the highest closing price in the last 12 months

- Voluntary public takeover offer will be for all of Epigenomics' outstanding shares

- Epigenomics and Blitz F16-83 GmbH view the transaction as an opportunity to grow the business and strengthen Epigenomics' presence in the global diagnostic market

- Epigenomics' legal domicile and headquarters will remain in Berlin, Germany

- Executive and Supervisory Board of Epigenomics fully support the transaction

Berlin (Germany) and Germantown, MD (U.S.A.), April 26, 2017 - Epigenomics AG (FSE: ECX; OTCQX: EPGNY) ("Epigenomics" or "Company"), Cathay Fortune International Company Limited ("CFIC") and Blitz F16-83 GmbH (in the future Summit Hero Holding GmbH, "Bidder"), a subsidiary of CFIC, have tonight entered into a business combination agreement ("BCA") regarding the takeover of Epigenomics by the Bidder. Other than by CFIC, the Bidder will also be indirectly owned by the currently largest shareholder of Epigenomics, Biochain, the strategic partner of Epigenomics and a subsidiary of Team Curis Group.

Pursuant to the BCA, the Bidder has agreed to launch a voluntary public takeover offer pursuant to the German Takeover Act (Wertpapiererwerbs- und Übernahmeangebot, "WpÜG") to acquire all of the outstanding ordinary shares of Epigenomics AG ("Takeover Offer").

Under the terms of the BCA, Epigenomics shareholders will be offered 7.52 Euros in cash per each ordinary share. The transaction values Epigenomics' equity, including net cash, at approximately 171 million Euros and reflects a 49.4% premium to the 3-month volume weighted average share price of 5.03 Euros (as published by Bloomberg.com) prior to announcement and a 51.9% premium to yesterday's XETRA-closing price of 4.95 Euros as well as a 32.0% premium to the highest closing price in the last 12 months. The offer shall be subject to certain closing conditions, including regulatory approval and a minimum acceptance threshold of 75% of all of Epigenomics' outstanding shares.