03.12.2015 – 07:12

Cytos Biotechnology AG

EQS-Adhoc: Cytos Biotechnology and Kuros Biosurgery to combine to create Kuros Biosciences

EQS Group-Ad-hoc: Cytos Biotechnology AG / Key word(s): Merger
Cytos Biotechnology and Kuros Biosurgery to combine to create Kuros Biosciences

03.12.2015 / 07:00
Release of an ad hoc announcement pursuant to Art. 53 KR.
The issuer is solely responsible for the content of this announcement.

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Cytos Biotechnology and Kuros Biosurgery to combine to create Kuros Biosciences

-Combined company aims to be a leader in the field of tissue repair and
regeneration

-Late-stage clinical pipeline of novel sealants and orthobiologics products

-Well financed company following recent Kuros CHF 20 million fund-raising

-Experienced Board and Management Team

Zurich (Switzerland) 3 December 2015 - Cytos Biotechnology Ltd. (SIX:CYTN)
("Cytos") and Kuros Biosurgery Holding AG ("Kuros"), today announced their
intention to combine their businesses by way of an exchange of Kuros shares for
new Cytos shares, subject to shareholder approval and other customary
conditions. Cytos is listed on the main segment of the Swiss stock exchange (SIX
Swiss Exchange) while Kuros is a privately-held company based in Zurich. The
combined entity will operate under the name "Kuros Biosciences AG" ("Kuros
Biosciences").

As a result of the combination, the shareholders of Cytos will have ownership in
a leading biosciences company in the field of tissue repair and regeneration.
The combination has attractive prospects based on a late stage pipeline of
products that are targeting a number of key market opportunities, such as
sealants and orthobiologics (bone healing).

Kuros' late-stage pipeline has already generated highly encouraging data in
multiple clinical studies:

- Kuros' most advanced product candidate is KUR-023, a novel biomaterial
designed to seal the dura (membrane covering the brain and spinal cord) after
brain and spinal surgery that has successfully completed a European clinical
study and is being prepared to be CE Marked in preparation for commercial
launch.

- KUR-111 and KUR-113, Kuros' most advanced orthobiologic products, have most
recently been successfully tested in large, controlled Phase 2b clinical trials
and are now progressing towards Phase 3 clinical development.

In addition to this attractive clinical pipeline, the combined company will have
several product candidates in pre-clinical development. Kuros Biosciences will
continue all partnerships Cytos has entered into, in particular the two
collaborations for CYT003 and the VLP technology with Checkmate Pharmaceuticals
in Cambridge, MA, USA, for the treatment of cancer and with Arbutus Biopharma in
Burnaby, British Columbia, Canada (formerly Oncore Pharmaceuticals), for the
treatment of hepatitis B infections. With those two collaborations, the CYT003
program and VLP technology will move forward with investment from the
collaboration partners and, if successful, Kuros Biosciences will be eligible
for significant development milestone payments and royalties on future sales.

The combined company will be led by the existing Kuros executive management team
with Kuros' CEO, Didier Cowling, taking the role of new group CEO, Alistair
Irvine as Chief Business Officer and Jason Schense as Chief Technology Officer.
All current members of the Cytos management staff will cease their executive
roles when the combination is completed. At a shareholders' meeting of Cytos
scheduled to take place in January 2016, Cytos' current CEO and Chairman,
Christian Itin, will remain as Chairman of the Board of Kuros Biosciences and
Harry Welten, Cytos CFO, will be proposed for election as a non-executive Board
member. Following the combination, and subject to their election, the Board of
Kuros Biosciences will consist of Christian Itin (Chairman), Dominik Ellenrieder
(Vice Chairman), Didier Cowling, Harry Welten, Arnd Kaltofen, Jörg Neermann,
Gerhard Ries and Vincent Ossipow.

Christian Itin, Chairman of Cytos' Board of Directors, stated: "Following a
thorough strategic review, Cytos' Board and management have concluded that a
combination with Kuros is the most promising option for Cytos to establish a
business with the potential to create long-term value for Cytos' shareholders.
We are confident that the proposed combination is in the best interest of Cytos
shareholders."

Arnd Kaltofen, Chairman of Kuros' Board of Directors, added: "Going public was
the next logical step in developing Kuros into a leading player in its business
segment. The planned combination will allow Kuros not only to access the Swiss
public market smoothly, but also add significant Board expertise and further
revenue potential through Cytos' existing licensing deals."

Didier Cowling, CEO of Kuros, commented on the proposed transaction: "Kuros has
built a diversified and clinically tested product pipeline with significant
revenue potential in attractive markets. The support that we are receiving from
our shareholders in the proposed transaction confirms our confidence in our
product candidates, business model and management team. The proposed combination
with Cytos gives us access to the public capital markets and thereby achieves a
key step in Kuros' development."

Transaction summary

Under the terms of the proposed combination, each Kuros share outstanding will
convert into approximately 27 newly issued Cytos shares. In addition, existing
options and conversion rights for Kuros shares are expected to be rolled over
into comparable rights for Cytos shares. Following closing, the current
shareholders of Cytos will own approximately one-fifth and Kuros' shareholders
will hold approximately four-fifths of the outstanding shares of the combined
company. In addition, existing options and warrants for Cytos shares and
roll-over options and conversion rights replacing rights for Kuros shares are
expected to make up a total of approximately 15.5% of the outstanding share
capital of the combined company post-closing. Options and warrants of around
8.6% of the outstanding share capital post-closing are expected to be in the
money at closing.

The companies have undertaken reciprocal due diligence providing the basis for
recommending the intended transaction to their respective shareholders. Closing
of the transaction is expected within two months and is contingent upon certain
conditions, amongst others a vote of approval by Cytos' current shareholders and
the listing of the new Cytos shares.

At the extraordinary shareholders' meeting of Cytos, planned for January 2016,
the Cytos Board proposes to its shareholders to issue around 392 million new
shares to the Kuros shareholders. Furthermore the roll-over of options and
warrants granted by Kuros will require an increase of the conditional capital of
Cytos by around 50 million shares and of the authorized share capital by around
9 million shares. The Board also proposes at this extraordinary shareholders'
meeting the election of new members of the Board and certain other resolutions,
such as the change of name of Cytos to Kuros Biosciences AG.

About Kuros

Kuros Biosurgery Holding AG is a privately held company focused on the
development of innovative products for tissue repair and regeneration. The
company is a spin-off of the Swiss Federal Institute of Technology and based in
Zürich, Switzerland. The underlying technologies were developed by Prof. Jeffrey
Hubbell and his team during his tenure at The California Institute of
Technology, Pasadena, California, USA, and at the Swiss Federal Institute of
Technology in Zürich. Kuros' most advanced product candidate has been designed
to allow for rapid sealing of various tissues in the body. The lead indication
is sealing of the dural membrane after brain or spinal surgery. The product
candidate is called KUR-023 and a European clinical study has been successfully
completed. The company is aiming at obtaining a CE mark for commercialization in
Europe in 2017. Kuros is planning a second clinical study to support approval
for the product in the US. Kuros' second class of product candidates is designed
to generate bone tissue to heal fractures and to stabilize the spine. Kuros'
most advanced bone healing product candidates are KUR-111 and KUR-113. KUR-111
and KUR-113 are both designed to promote bone healing in fractures. When
fractures are surgically treated some require a bone graft (because there is
bone missing after reconstruction) and some do not. KUR-111 has been designed to
be used when a bone graft is required and KUR-113 has been designed to be used
when a graft is not required. KUR-113 can also be used in spinal fusion, a
procedure used to treat indications such as degenerative disc disease. KUR-111
and KUR-113 have been tested in large, controlled Phase 2b clinical trials and
the products showed efficacy by meeting the studies' primary endpoints. KUR-111
and KUR-113 share the same biologically active agents and have been tested in
clinical trials involving over 380 patients to date exhibiting an excellent
safety profile.

Kuros announced in November 2015 the completion of a financing of over CHF20
million that the company expects to provide adequate financing to bring KUR-023
to market in both Europe and the US. Moreover, this financing will allow the
company to prepare for a Phase 3 study with its lead product candidate for bone
healing, KUR-111.

Kuros is currently backed by a group of venture investors, including Venture
Incubator, LifeCare Partners, LSP (Life Sciences Partners) and Omega Funds.

About Cytos

Cytos is a public biopharmaceutical company located in Schlieren (Zurich),
Switzerland and is listed according to the International Reporting Standard on
the SIX Swiss Exchange Ltd under the symbol CYTN.

www.cytos.com

For further information, please contact:

Cytos Biotechnology Ltd
Harry Welten, MBA
Chief Financial Officer
Tel: +41 44 733 46 46
E-mail:  harry.welten@cytos.com

Kuros Biosurgery AG
Didier Cowling
Chief Executive Officer
Tel: +41 44 200 56 10
E-mail:  didier.cowling@kuros.com

Alistair Irvine
Chief Business Officer
Tel: +41 44 200 56 47
E-mail:  alistair.irvine@kuros.com

For Media Enquires:
Citigate Dewe Rogerson
David Dible, Sylvie Berrebi 
david.dible@citigatedr.co.uk
+44 (0)207 638 9571

Legal Notice:

This media release is not an offer to sell, or a solicitation of an offer to
purchase, any securities of Cytos Biotechnology Ltd. or of Kuros Biosurgery
Holding AG nor shall it or any part of it form the basis of, or be relied on in
connection with any contract or investment decision. This announcement is not
for publication or distribution (directly or indirectly) in or to the United
States, Canada, Australia, Japan or any other jurisdiction in which such
distribution might be unlawful. This media release is no listing or offering
prospectus or related document, The shares of Cytos Biotechnology Ltd. are only
listed at SIX Swiss Exchange, Switzerland, and are not and will not be
registered in any other jurisdiction, including the countries mentioned in the
preceding sentence.

This media release contains certain forward-looking statements that involve
risks and uncertainties that could cause actual results to be materially
different from historical results or from any future results expressed or
implied by such forward-looking statements. You are urged to consider statements
that include the words "will" or "expect" or the negative of those words or
other similar words to be uncertain and forward-looking. Factors that may cause
actual results to differ materially from any future results expressed or implied
by any forward-looking statements include scientific, business, economic and
financial factors, Against the background of these uncertainties, readers should
not rely on forward-looking statements. Neither Cytos Biotechnology Ltd. or of
Kuros Biosurgery Holding AG assume any responsibility for updating
forward-looking statements or adapting them to future events or developments.

 

End of ad hoc announcement

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Additional features:

Document:http://n.equitystory.com/c/fncls.ssp?u=ETNITSEVDV
Document title: Cytos and Kuros to create Kuros Biosciences

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03.12.2015 News transmitted by EQS Schweiz AG. www.eqs.com - news archive:
http://switzerland.eqs.com/de/News

The issuer is responsible for the contents of the release.
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Language: English

Company:  Cytos Biotechnology AG

          Wagistr. 25

          8952  Schlieren

          Switzerland

Phone:    +41 44 733 4747

Fax:      +41 44 733 4740

E-mail:    info@cytos.com

Internet: www.cytos.com

ISIN:     CH0011025217, CH0029060735

Valor:    -

Listed:   Regulated Unofficial Market in Berlin, Munich, Stuttgart; Open Market
in Frankfurt ; SIX


End of News EQS Group News Service
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