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Hoofddorp, The Netherlands, 20 November 2019. IGEA Pharma N.V. (the “Company” and together with its subsidiaries “IGEA” or the “Group”) today announced the entry into a transaction agreement (the “Agreement”) to acquire the spinoff of the med-tech activities of privately held Meditalia S.r.l. concerning the distribution in Europe of polymeric based products and devices for medical use (the “Spin-off”). Subject to the satisfaction of certain closing conditions as detailed below, it is currently expected that the acquisition will close by March 2020.

Following the acquisition, IGEA will have a broad commercial-stage portfolio of health-tech and med-tech products with presence on both the US and the EU and potential cross market opportunities. Key elements of the acquisition strategy include (i) establish solid products market positions; (ii) capitalize on operational synergies and management experience to achieve profitability; and (iii) strengthen the overall financial position of IGEA.

Details of the transaction

Form and post-closing ownership allocation

Under the terms of the Agreement, IGEA proposes to acquire 66% of the Spin-off from certain of the current shareholders of Meditalia S.r.l. (the “Selling Shareholders”). At the closing of the transaction (the “Closing”), the Selling Shareholders will be entitled to receive 12.2 million new common shares of IGEA Pharma N.V. These 12.2 million new shares represent approximatively 32.5% (on a fully diluted basis) of the outstanding shares of IGEA Pharma N.V. The equity holding upon Closing will be subject to any dilutive issuance of new shares by IGEA Pharma N.V. prior to the closing.

Conditions to closing

The Closing is subject to (i) the satisfaction of certain customary conditions for a transaction of this type, (ii) the approval by the companies’ respective general meetings and (iii) IGEA having secured additional funding prior to the Closing, including by way of issuance of additional shares or similar equity instruments. Under the terms of the Agreement, the Selling Shareholders have further committed to supporting IGEA’s funding in a maximum amount of up to EUR 1 million, subject to the overall placement result. IGEA expect to schedule its extraordinary general meeting by early 2020.

About IGEA

IGEA is a group focused on health-tech products and devices operating on the US market. IGEA commercialize Alz1, an at-home lab testing kit to measure non ceruloplasmin bound copper (generally defined as “free” copper) in the bloodstream and Alz1 Tab, a natural dietary supplement designed to reduce and control heavy metal contents in the bloodstream. “Free” copper is a risk factor associated with Alzheimer’s and diabetes type II. Monitoring and normalizing “free” copper can contribute to reduce the risk of Alzheimer’s and diabetes type II respectively.

IGEA is listed on the SIX Swiss Exchange under the ticker IGPH and is headquartered in Hoofddorp, the Netherlands.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

For further information, please visit the IGEA website at https://www.igeapharma.nl/

IGEA Pharma N.V. Investor Relations:
https://www.igeapharma.nl/investors-relations/

Contact

Vincenzo Moccia, CEO
Tel +31 23 568 94 94 / +1 786 328 56 62 / +39 340 583 09 33
moccia@igearesearch.com
ir@igearesearch.com

IGEA Pharma N.V.
Siriusdreef 17, 2123 WT Hoofddorp, the Netherlands

Disclaimer

This document does neither constitute an offer to buy or to subscribe for securities of IGEA Pharma N.V. nor a prospectus within the meaning of applicable Swiss laws and regulations or the SIX Swiss Exchange Listing Rules. Investors should make their decision to buy or exercise subscription rights or to buy or to subscribe to shares of IGEA Pharma N.V. solely based on the official prospectus (the “Prospectus“) to be published by IGEA Pharma N.V. in due course. Investors are furthermore advised to consult their bank or financial adviser before making any investment decision.

This publication may contain specific forward-looking statements, e.g. statements including terms like “believe”, assume”, “expect”, “forecast”, “project”, “may”, “could”, “might”, “will” or similar expressions. Such forward-looking statements are subject to known and unknown risks, uncertainties and other factors which may result in a substantial divergence between the actual results, financial situation, development or performance of the company and those explicitly or implicitly presumed
in these statements. Against the background of these uncertainties, readers should not rely on forward-looking statements. IGEA Pharma N.V. assumes no responsibility to update forward-looking statements or to adapt them to future events or developments.

The information contained herein shall not constitute an offer to sell or the solicitation of an offer to buy, in any jurisdiction in which such offer or solicitation would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any state of the United States and the District of Columbia), Canada, Japan, Australia or any jurisdiction into which the same would be unlawful. This announcement does not constitute or form a part of any offer or solicitation to purchase, subscribe for or otherwise acquire securities in the United States, Canada, Japan, Australia or any jurisdiction in which such an offer or solicitation is unlawful. IGEA Pharma N.V.’s shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act“) or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. Subject to certain exceptions, the IGEA Pharma N.V. shares are being offered and sold only outside the United States in accordance with Regulation S under the Securities Act. There will be no public offer of these securities in the United States.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

The information contained herein does not constitute an offer of securities to the public in the United Kingdom. No prospectus offering securities to the public will be published in the United Kingdom.
This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This document does not constitute an offer of securities to the public of the securities referred to herein in any member state of the European Economic Area (the “EEA“). Any offer of securities referred to in this document to persons in the EEA will be made pursuant to an exemption under Regulation (EU) 2017/1129 (the “Prospectus Regulation“) as implemented in member states of the EEA, from the requirement to produce a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA member state that has implemented the Prospectus Regulation is only addressed to qualified investors in that member state within the meaning of the Prospectus Regulation and such other persons as this document may be addressed on legal grounds. For the purposes of this paragraph, the expression an “offer to the public” in relation to any securities in any member state means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase or subscribe for any securities.