BioTissue Technologies AG
BioTissue AG english
Ad hoc announcement processed and transmitted by DGAP.
The issuer is solely responsible for the content of this announcement.
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BioTissue Technologies AG acquires the remaining shares in TransTissue
Technologies GmbH
Freiburg, August 21, 2001 – Freiburg-based BioTissue Technologies AG (SIN
618061) is assuming a further 37.6 percent of the shares in TransTissue
Technologies GmbH, Berlin. A total of 79,534 new shares resulting from a
capital increase from Authorized Capital I will be issued. As a consequence,
BioTissue Technologies AG will then hold all the shares in TransTissue
Technologies GmbH.
TransTissue Technologies GmbH is a spin-off of the Charite Medical Faculty of
Berlin’s Humboldt University and develops second-generation autologous tissue
replacements. TransTissue owns several patents in the field of 3D tissue
substitution, in particular for bone and cartilage replacements. The technology
used enables a 3D reconstruction of this tissue. In this way, advances will be
forthcoming in the treatment of cartilage and bone damage.
BioTissue acquired a 25-percent stake in TransTissue Technologies GmbH on the
latter’s foundation. In November 2000 an agreement was reached with the other
partners in TransTissue Technologies GmbH under the terms of which BioTissue
could buy the remaining 75 percent of the shares for a total purchase price of
DM 8.4 million. In line with this agreement, directly after BioTissue’s IPO on
Dec. 1, 2000 it acquired 37.4 percent of the shares against payment of a
purchase price of DM 4.2 million. The agreement of November 2000 also envisaged
BioTissue being empowered to purchase the remaining shares after a period of
six months by issuing shares of a total value of DM 4.2 million. The issue
price was agreed as the subscription price (EUR 27.00). The Company has now
made use of this option. To this end, on June 18, 2001 the Board of Management
resolved a capital increase from Authorized Capital I of EUR 2,833,000 by EUR
79,534 to EUR 2,912,534. This resolution was approved by the Supervisory Board
on July 5, 2001. By subscription to the new shares, outside shareholders now
have also waived the option granted them to demand cash payment rather than
payment in the form of shares. Given the current market price for the BioTissue
share, which is at present below the issue price, from today’s viewpoint the
figure of 79,534 shares to be issued amounts to an equivalent value that lies
appreciably below the agreed purchase price of DM 4.2 million. The assumption
of the remaining shares will presumably be concluded in September. According to
the sales agreement made, the 79,534 new shares to be issued are subject to a
lock-up period until Dec. 1, 2001.
end of ad hoc announcement (c) DGAP 21.08.2001
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WKN: 618061; Index:
Listed: Neuer Markt in Frankfurt;
Freiverkehr in Berlin, Bremen, Düsseldorf, Hamburg, Hannover, München und
Stuttgart
210847 Aug 01
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