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PAION AG: shareholders of CeNeS vote for acquisition by PAION |
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Corporate news announcement processed and transmitted by Hugin ASA.
The issuer is solely responsible for the content of this
announcement.
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Aachen (Germany), London (United Kingdom), 28 May 2008 - PAION AG
(Frankfurt Stock Exchange, Prime Standard: PA8) is pleased to
announce that the shareholders of CeNeS Pharmaceuticals plc (London
AIM, CEN.L) have today passed all the resolutions required in
connection with the proposed Scheme of Arrangement by a large
majority.
The resolution to approve the Scheme was proposed at the Court
Meeting by way of a poll and was approved by the requisite majority
and at the General Meeting which immediately followed the Court
Meeting, a special resolution was proposed to authorise the CeNeS
Directors to take all actions to carry the Scheme into effect,
approve amendments to CeNeS' articles of association and approve the
Reduction; this was also approved by the requisite majority.
Subject to the Court sanctioning the Scheme and approving the
associated reduction of capital of CeNeS, as well as the satisfaction
or waiver of the other conditions to the Scheme, the Scheme is
expected to become Effective on 23 June 2008.
###
Capitalised terms used in this announcement have the meanings given
thereto in the Scheme Document. A copy of the Scheme Document is also
available on PAION's website at www.paion.de/investors.
Key Dates
The last day of dealings in CeNeS Shares is expected to be 19 June
2008. The Court Hearing to sanction the Scheme and approve the
Reduction is scheduled for 20 June 2008 and, subject to the
satisfaction of the conditions to the Scheme, the Effective Date of
the Scheme is expected to be 23 June 2008. On the Effective Date,
trading in CeNeS Shares on AIM will be cancelled and the Trustee will
be issued New PAION Shares for onward distribution to CeNeS
Shareholders. It is expected that dealings in the New PAION Shares on
the Frankfurt Stock Exchange will commence on 24 June 2008, and
dealings in the New PAION Shares on AIM will commence on 25 June
2008.
Disclaimer
On 10 April 2008, PAION announced a recommended offer for the entire
issued and to be issued share capital of CeNeS Pharmaceuticals plc.
Therefore, PAION is currently in an offer period as defined by the
Takeover Code of the UK Panel on Takeovers and Mergers. Because of
this, shareholders need to be aware of certain additional reporting
requirements regarding transactions in PAION shares. For further
information, please see the full text of the acquisition announcement
published on 10 April 2008 and the press release explaining the
additional reporting requirements published on 14 April 2008, both of
which are available on PAION's website at www.paion.de/investors.
This communication is neither an offer to buy securities nor a
solicitation for an offer to sell securities. Securities may not be
offered or sold in the United States absent registration or an
exemption from registration. There will be no public offer of the
shares of PAION AG in the United States.
Contact
Dr. Peer Nils Schröder, Investor Relations / Public Relations
PAION AG
Martinstrasse 10-12
52062 Aachen - Germany
Phone +49 241 4453-152
E-mail pn.schroeder@paion.de
www.paion.de
--- End of Message ---
PAION AG
Martinstrasse 10 - 12 Aachen Germany
WKN: A0B65S; ISIN:
DE000A0B65S3; Index: Prime All Share, CDAX;
Listed: Prime Standard in Frankfurter Wertpapierbörse, Amtlicher
Markt in Frankfurter Wertpapierbörse,
Freiverkehr in Bayerische Börse München, Freiverkehr in Börse
Stuttgart; Copyright © Hugin AS 2008. All rights reserved.
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