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BioAlliance Pharma and Topotarget shareholders approve proposed cross-border merger to create Onxeo

June 30, 2014

To NASDAQ OMX Copenhagen A/S Announcement no. 13-14 / Copenhagen, June 30, 2014Paris (France), Copenhagen (Denmark) - June 30, 2014 - BioAlliance Pharma SA (Euronext Paris – BIO), an innovative company specializing in the development of drugs for orphan oncology diseases, and Topotarget A/S (NASDAQ OMX – TOPO), a Danish-based biopharmaceutical company focusing on late-stage clinical development for orphan oncology, today announce that the shareholders of both companies have approved all the resolutions related to the proposed cross-border merger between Topotarget A/S and BioAlliance Pharma SA on June 27, 2014 and June 30, 2014, respectively. The combined entity aims to become a leading orphan oncology company and will be renamed Onxeo upon completion of the merger. With a portfolio of advanced programs targeting severe orphan oncology diseases for which there is an unmet medical need, Onxeo will offer increased market attractiveness, notably towards specialized international investors, using its scale and significant footprint as a biotechnology leader with a growing portfolio of high value-added products. The shareholders also approved the appointment of Orfacare Consulting GmbH, represented by Mr. Bo Jesper Hansen, and of Mr. Per Samuelsson, of HealthCap, as board members of Onxeo, effective as of the completion of the merger. As previously announced, Judith Greciet will be the CEO of Onxeo and Patrick Langlois the Chairman of the Board of Directors. Following approval of the merger by the companies’ shareholders, the completion of the merger is now subject to registration by the relevant French and Danish authorities, which is expected to occur in the course of July 2014. The expected last day of trading of Topotarget on NASDAQ OMX Copenhagen and expected first day of trading of BioAlliance Pharma (renamed Onxeo) on NASDAQ OMX Copenhagen will be announced in due course. For further information, please contact: BioAlliance Pharma: Judith Greciet, Chief Executive Officer +33 1 45 58 76 00 Caroline Carmagnol - AlizÉeRP +33 6 64 18 99 59 Topotarget: Bo Jesper Hansen, Chairman of the Board of Directors +45 26 12 83 84 Anders Vadsholt, Chief Executive Officer +45 28 98 90 55 Michael Steen-KnudsenImpact Communications +45 25 17 18 15 About BioAlliance Pharma Dedicated to cancer treatments with a focus on resistance targeting and orphan products, BioAlliance Pharma conceives and develops innovative products for orphan or rare diseases. Created in 1997 and introduced to the Euronext Paris market in 2005, BioAlliance Pharma’s ambition is to become a leading player in these fields by coupling innovation to patient needs. The company’s teams have the key competencies required to identify, develop and register drugs in Europe and the USA. BioAlliance Pharma has developed an advanced product portfolio: Orphan Oncology products Livatag® (Doxorubicin Transdrug™) (primary liver cancer): Phase III on going Validive® (Clonidine Lauriad®) (mucositis): Phase II on going AMEP®/Synfoldin (invasive melanoma): Clinical and Preclinical Phase For more information, visit the BioAlliance Pharma website at www.bioalliancepharma.com About TopotargetTopotarget (NASDAQ OMX: TOPO) is a Danish-based biopharmaceutical company headquartered in Copenhagen, Denmark, dedicated to clinical development and registration of oncology products. In collaboration with Spectrum Pharmaceuticals, Inc., Topotarget focuses on the development of its lead drug candidate, belinostat, which has shown positive results in the treatment of hematological malignancies and solid tumors, obtained by both mono- and combination therapy. For more information, please refer to http://www.topotarget.com/ Important information This press release / company announcement and the information contained in it do not constitute an offer to buy, sell or subscribe for any shares in Topotarget and/or BioAlliance Pharma in any country. The distribution, publication or release of this press release / company announcement may be prohibited or restricted by the laws or regulations applicable in certain countries. Persons who are physically present in those countries and in countries where the press release / company announcement is distributed, published, or released must comply with local restrictions. This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in the United States of America (the “United States”) or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act. The merging companies are European companies. Information distributed in connection with the proposed merger and the related shareholder vote is subject to European disclosure requirements that are different from those of the United States. Financial statements and information may be prepared according to accounting standards which may not be comparable to those used generally by companies in the United States. It may be difficult for you to enforce your rights and any claim you may have arising under the U.S. federal securities laws in respect of the merger, since the companies have their registered offices outside the United States. You may not be able to sue the companies or their officers or directors in a European court for violations of the U.S. securities laws. It may also be difficult to compel the companies and their affiliates to subject themselves to a U.S. court’s judgment. Copyright © 2014 OMX AB (publ).


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Source: OMX


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