Nomura Code advises CeNeS Pharmaceuticals on recommended acquisition by Paion AG by way of Scheme of Arrangement

 

The board of directors of CeNeS and the management board of Paion announced that they had reached agreement on the terms of a recommended offer for the entire issued and to be issued share capital of CeNeS by Paion (the “Acquisition”). The Acquisition will be implemented by way of a Court sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.

The directors of CeNeS are pleased to announce that the Scheme Document, which sets out, amongst other things, the full terms and conditions of the Scheme and an explanatory statement, together with the action to be taken by Scheme Shareholders, was posted to Scheme Shareholders on 2 May 2008.

Notices convening the Court Meeting and the General Meeting to be held at the offices of Morrison & Foerster MNP, CityPoint, One Ropemaker Street, London, EC2Y 9AW, at 11:00 a.m. and 11:30 a.m. respectively on 28 May 2008 (or, with respect to the General Meeting, as soon thereafter as the Court Meeting is concluded or adjourned) are contained in the Scheme Document. Subject to the satisfaction or waiver of the conditions to the Scheme, it is expected that the Scheme will become effective on 23 June 2008. If any of the expected dates change, CeNeS will give notice of the change by issuing an announcement through a Regulatory Information Service.

Following, and conditional upon, the Court’s approval at the Court Meeting and the Scheme becoming effective, it is expected that the last day of dealings in CeNeS Shares will be 19 June 2008 and that the admission of CeNeS Shares to trading on AIM will be cancelled with effect from 23 June 2008. Copies of the Scheme Document will be available for inspection during normal business hours on any business day at the offices of Morrison & Foerster MNP, CityPoint, One Ropemaker Street, London, EC2Y 9AW, up to and including the Effective Date or the date that the Scheme lapses or is withdrawn.

CeNeS notes that the annual general meeting of Paion (the “Paion AGM”) was held yesterday in Aachen. Details of the resolutions proposed at, and the results of, the Paion AGM, can be seen at www.paion.de. The proposed Acquisition is not dependant on the approval of Paion shareholders.

Enquiries please contact:

CeNeS Pharmaceuticals plc

Neil Clark, CEO

Tel: +44 (0)1223 266 466

Nomura Code Securities Limited (Financial Adviser to CeNeS)

Uli Kinzel, Jonathan Senior

Tel: +44 (0)207 776 1200

JM Finn Capital Markets (Nominated Adviser)

Geoff Nash

Tel: +44 (0)207 600 1658