Epigenomics AG Announces Successful Agreement on the Acquisition of Significant Assets

Epigenomics AG Announces Successful Agreement on the Acquisition of Significant Assets

• Acquirer is U.S. full-service diagnostics and CRO services company New Day Diagnostics LLC
• Purchase price of up to USD 12.05 million plus license and earn-out payments

Berlin (Germany), July 24, 2023 - Epigenomics AG (Frankfurt Prime Standard: ECX, OTCQX: EPGNY) and New Day Diagnostics LLC, a U.S. full-service diagnostics and CRO services company based in Knoxville, Tennessee, today entered into an agreement for the sale of substantially all of the Company’s assets. This agreement is the result of negotiations previously disclosed in the ad hoc announcement dated June 12, 2023.

Under the terms of the agreement, Epigenomics AG will transfer all patents as well as the entire biobank, and thus all of its assets within the meaning of Section 179a of the German Stock Corporation Act (AktG), to the acquirer. The agreement is subject to certain closing conditions, including the approval at the Company's Extraordinary General Meeting.

For this purpose, the Company will convene an Extraordinary General Meeting at short notice to be held, as of now, in Berlin on September 11, 2023. This Extraordinary General Meeting will not only decide on the approval of this important agreement. It is also envisaged for the Extraordinary Meeting to pass a resolution on the corresponding amendment of the Company's corporate purpose. The agreement will be made available on Epigenomics AG's website as of the convening of the Extraordinary General Meeting.

As consideration for the sale, Epigenomics AG will receive a purchase price of up to USD 12.05 million, which can be broken down as follows:

• Cash payments of USD 1.8 million: USD 0.5 million on the closing date, USD 1.0 million on December 1, 2023 and USD 0.3 million on June 30, 2024.
• Further cash payments of up to USD 8.0 million contingent on the achievement of certain milestones related to Epi proColon and foremost Epi proColon "Next-Gen".
• An interest in the acquirer of 3.0%, valued at least at USD 2.25 million.

In addition, the Company will receive royalty or earn-out payments, in the form of royalties linked to the commercialization of the “Next-Gen”-Test. These payments extend probably until October 2043, the year in which patent protection for the product is expected to expire.

Jens Ravens, Executive of Epigenomics AG, emphasizes the importance of the agreement: "The further development and commercialization of the "Next-Gen"-Test requires significant resources that we as a company can no longer provide. We are very confident that with New Day Diagnostics as an experienced partner in the U.S. and global markets, we will be able to successfully further develop the test and thus contribute to maximizing the potential value for shareholders. Therefore, we recommend all shareholders to approve the sale of significant assets to New Day Diagnostics at the upcoming Extraordinary General Meeting of the Company on September 11 in Berlin."

The sale of the assets to New Day Diagnostics is expected to enable the commercialization of Epi proColon "Next-Gen" and secure future cash flows for Epigenomics AG. In addition, the likelihood of reimbursement by CMS increases due to the option to combine the biomarkers of Epigenomics AG and New Day Diagnostic LLC, allowing the "Next-Gen"-Test to make an important contribution to reducing the burden of colorectal cancer disease and deaths.

All relevant information on the upcoming Extraordinary General Meeting is expected to be available   https://www.epigenomics.com/news-investors/general-shareholdermeeting/ from August 4, 2023.

About New Day Diagnostics, LLC

New Day Diagnostics, LLC, located in Knoxville, TN is a full-service diagnostic healthcare company committed to the development of innovative diagnostic solutions that lead to improved patient outcomes while reducing healthcare costs. The company is a Contract Research Organization (CRO) with the capabilities for support throughout the diagnostic process, from biomarker to discovery to product launch. It includes an ISO 13485:2016 and CLIA certified in vitro diagnostics laboratory specializing in oncology, gastrointestinal disease, infectious disease, and women's health. The company is also in active development and distribution of affordable, state-of-the-art, multiplex, point-of-care, and over-the-counter tests that allow early detection and monitoring of disease through accuracy, ease of use, and affordability.

About Epigenomics

Epigenomics AG is a molecular diagnostics company focused on blood testing for the early detection of cancer. Based on its proprietary biomarker technology for the detection of methylated DNA, Epigenomics developed blood tests for various cancer indications with high unmet medical need.
 

Contact:
Company
Epigenomics AG, Bertha-Benz-Str. 5, 10557 Berlin
Tel +49 (0) 30 24345 0, Fax +49 (0) 30 24345 555, Email: contact@epigenomics.com

Investor Relations
IR.on AG, Frederic Hilke, Tel +49 221 9140 970, Email: ir@epigenomics.com

Note on forward-looking statements

This publication expressly or implicitly contains forward-looking statements concerning Epigenomics AG and its business. These statements involve certain known and unknown risks, uncertainties and other factors that may cause Epigenomics AG's actual results, financial condition and performance to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Epigenomics makes this announcement as of the date of this release and does not intend to update any forward-looking statements contained herein as a result of new information or future events or otherwise.