Cassiopea in Public Exchange Offer

October 1, 2021

Cleary Gottlieb is representing Cassiopea S.p.A. (Cassiopea) in the public exchange offer launched by its major shareholder Cosmo Pharmaceuticals N.V. (Cosmo) for all of the publicly held shares of Cassiopea.

The exchange ratio per Cassiopea share is equal to 0.467 new Cosmo share. The exchange ratio is based on the respective 60-day volume-weighted average price (VWAP) share price of each company and takes into account the historical relationship between the market capitalization of Cosmo and the one of Cassiopea in the prospective of a “merger of equals.” The exchange ratio corresponds to CHF 37.13 per Cassiopea share based on the closing price of Cosmo on October 1, 2021, and CHF 39.02 based on the 60-day VWAP of Cosmo as of October 1, 2021. As of October 1, 2021, Cassiopea’s and Cosmo’s capitalization was equal to CHF 378.4 million and CHF 1.195 billion, respectively.

The transaction has been unanimously approved and recommended by Cassiopea’s board of directors and will create an integrated pharmaceutical company with the in-house capacity and know-how to advance the development of its R&D pipeline.

Cassiopea is an Italian specialty pharmaceutical company focused on developing and commercializing medical dermatology products. It is listed on the Swiss Stock Exchange.