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mondoBIOTECH holding AG and Pierrel SpA have entered into a binding agreement for a business combination Freitag, 25. Januar 2013 - 07:09

mondoBIOTECH holding AG and Pierrel SpA have entered into a binding agreement for a business combination.

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January 25, 2013 SIX Swiss Stock Exchange – Zurich, Switzerland Pierrel SpA (“Pierrel SpA”), a global pharmaceutical provider listed on the Italian Stock Exchange (Milan Stock Exchange: PRL), and mondoBIOTECH holding AG (“mondoBIOTECH”), a Swiss–based drug discovery company focused on repurposing drugs in rare and neglected diseases and listed on the SIX Swiss Exchange (SIX: RARE), announced today that they entered into a binding agreement for the combination of the Contract Research Organization (CRO) of Pierrel SpA with mondoBIOTECH.

According to the binding agreement signed by the parties, Pierrel SpA will contribute 100% of the share capital of Pierrel Research International AG, the holding company of the CRO, by way of a contribution in kind through a dedicated capital increase of mondoBIOTECH. Thereby, Pierrel Research International AG shall become a wholly owned subsidiary of mondoBIOTECH, and Pierrel SpA shall be allocated 2.75 new shares of mondoBIOTECH for each share held by the current shareholders and by the holders of option and conversion rights in mondoBIOTECH. Such exchange ratio has been derived from a number of criteria, later to be confirmed by an independent fairness opinion. As a result of the transaction, Pierrel SpA will become the majority shareholder of mondoBIOTECH.

The binding agreement has been approved by the board of directors of Pierrel SpA and mondoBIOTECH, respectively, and the business combination is subject to a number of closing conditions, including the conduct of reciprocal due diligence and approval of a dedicated capital increase by the shareholders of mondoBiotech. The value created by the combination of Pierrel Research with mondoBIOTECH will aim to expand the horizons of R&D in the pharma industry through the evolution of a tech-based Contract Research & Development Organization.

Raffaele Petrone, Chief Executive Officer of Pierrel SpA, commented: “The in silico drug discovery expertise of mondoBIOTECH, combined with the technologically advanced CRO services of Pierrel Research International, would allow an integrated offering of sophisticated and cost effective research solutions for pharma and biotech business partners. I like to think of this vision of combining the strength of the two companies with a quote of Marcel Proust: The only real voyage of discovery consists not in seeking new landscapes but in having new eyes.”

Ruggero Gramatica, CEO of mondoBIOTECH, added: “The combination with Pierrel Research International provides us with a great opportunity to leverage what has been achieved at mondoBIOTECH over the last years. Our unique expertise, methodology and technological platform as well as our pipeline of medicinal product candidates will contribute to the creation of a tech-based Contract Research & Development Organization with a sustainable business model being equally attractive to customers as well as to shareholders.”

Canio Mazzaro, Chairman of Pierrel Group and Robert Patterson, Chairman of mondoBIOTECH Group, joined in commenting on the proposed transaction, noting: “such unique combination would tremendously help shaping the new paradigm of the drug discovery and development process; we are very excited that mondoBIOTECH and Pierrel Research International will unite their unique expertise aiming to successfully implement a new business venture.”

About mondoBIOTECH mondoBIOTECH holding AG (SIX Swiss Exchange ticker symbol: RARE), an independent Swiss biotech company, discovers drugs for patients suffering from rare diseases through its internally developed Search&Match methodology. In Search&Match mondoBIOTECH's scientists combine their unique knowledge of biologically active human peptides with advanced technology solutions delivering medicinal product candidates for rare diseases to licensing partners. About Pierrel SpA and Pierrel Research International AG Pierrel SpA is a global provider to the pharmaceutical and life science industries, specializing in research and development (Contract Research) and production (Contract Manufacturing) of drug products. Pierrel SpA is quoted on the Italian Stock Exchange. The CRO division, Pierrel Research International AG in Thalwil near Zurich, with more than 20 subsidiaries and about 300 employees operates both in Europe and the USA, provides regulatory consulting and full operational services for research and development of new molecules and drug units. In the first nine months of 2012, Pierrel Research International AG has generated revenues of EUR 25.3 million and an EBITDA of EUR 1.9 million. www.pierrel.it For further information please contact mondoBIOTECH holding AG Andreas Hildenbrand, Lemongrass Communications Tel.: +41 44 202 5268 andreas.hildenbrand@lemongrass-communications.com Pierrel S.p.A. Gianfranco Provenzi, GieffePro Tel.: +39 338 767 6529 Tel.: +39 333 617 8665 provenzi@gieffepro.com

Disclaimer This communication expressly or implicitly contains certain forward-looking statements concerning mondoBIOTECH holding AG and its business. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of mondoBIOTECH holding AG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. mondoBIOTECH holding AG is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.