YM BioSciences to acquire Cytopia

Oct 6 2009

Cytopia Limited (ASX: CYT) ("Cytopia") has today announced that Cytopia and Toronto-based YM BioSciences Inc. ("YM") have signed an exclusive and binding Implementation Agreement ("Agreement") in which it is proposed that YM will acquire all of the issued shares and options in Cytopia. This transaction will be conducted by scheme(s) of arrangement ("Scheme(s)") and shareholders (and optionholders if required)(i) are expected to vote on the Scheme(s) in January 2010.

Cytopia shareholders will be offered 1 YM share for every 11.737 Cytopia shares.(ii) Cytopia option holders will receive YM options at an equivalent ratio. The Share Scheme consideration represents a share price offer of $0.1659 per Cytopia share. This is a 58 % premium to the trading price of Cytopia shares on the ASX immediately prior to signing of the Agreement. The consideration payable will be subject to an arrangement providing for adjustments to the share exchange ratio where there are significant movements in the trading price of YM shares.

YM has a market capitalisation of approximately C$87 million, with approximately 58.2 million shares on issue, and a closing price of C$1.49 on the Toronto Stock Exchange on 5 October 2009. In its most recent published accounts for the year ended 30 June 2009, YM reported cash and cash equivalents of approximately C$41 million. On successful implementation of the Schemes, Cytopia shareholders should own approximately 11% of YM.

YM is a clinical stage cancer-focused life sciences company with its lead drug candidate nimotuzumab in development world wide in numerous Phase II and Phase III clinical trials. The drug has marketing approval in 21 countries. The company has offices in Canada, USA, United Kingdom and Cuba and is listed on the Toronto Stock Exchange (YM) and the New York Stock Exchange/AMEX (YMI).

Post implementation, the combined companies will manage the development of four clinical stage assets:

• Nimotuzumab is an EGFR-targeting antibody being developed for multiple tumour types principally in combination with radiation and chemoradiation. It is differentiated from other marketed EGFR-targeting agents by its benign side-effect profile, observed from having treated over 5,000 patients globally. The program is currently in 11 Phase II and Phase III studies by YM and its licencees and numerous additional studies worldwide.
• CYT997 is a vascular disrupting agent for the treatment of solid tumours, currently being studied in glioblastoma. This novel, small molecule compound can be differentiated from most other compounds in development because it can be administered orally as well as intravenously. The program is in two Phase II single arm studies.
• AeroLEF, an inhaled delivery composition of fentanyl for the treatment of moderate to severe acute pain, has completed a randomised Phase II study and is being prepared for late stage development internationally.
• CYT387, a specific JAK2/JAK1 kinase inhibitor, is being developed for the treatment of myeloproliferative disorders and cancer and expected to enter the clinic in the last quarter of 2009 for a Phase I/II study.

The merged companies will also manage other collaborations in the Cytopia portfolio including the partnership with the Commonwealth Government supported Cancer Therapeutics CRC to develop FAK inhibitors for cancer. Cytopia is holding over 4,000 tyrosine kinase inhibitors and other small molecule compounds for further development and is regularly reviewing similar such outlicensing opportunities.

Cytopia staff will continue to support the development of the CYT997 and CYT387 programs and the Melbourne based operations will be maintained. It is expected that the value of the Cytopia programs can be significantly enhanced through the resources and capabilities of YM, leading to clinical data from both programs as early as 2010.

A Board meeting of Cytopia unanimously recommended that the acquisition of Cytopia's shares and options is in the best interests of Cytopia shareholders and Cytopia optionholders, and as such those holders should vote in favour of all resolutions to be proposed at the Scheme meetings, subject to there being no Superior Proposal and to the Independent Expert confirming that the Scheme(s) are in the best interests of Cytopia shareholders and Cytopia optionholders as the case may be.

"With their broad international reach and strong cancer focused clinical development expertise, we believe YM is an excellent partner for Cytopia," said Mr. Andrew Macdonald, Chief Executive Officer of Cytopia. "This merger provides the best opportunity available for the continued development and expansion of our lead programs and also provides our shareholders with exposure to a broader portfolio of potential cancer therapies and geographic diversification. We welcome the opportunity to establish a direct YM presence in the Australasian region and contribute to the ongoing success of the merged entity."

"This transaction should deliver an excellent outcome for both groups of shareholders. It is a significant step in developing a wide portfolio of cancer related products to maximise success and to better manage risk," said Mr. David Allan, Chairman and Chief Executive Officer of YM. "We recognise the potential and quality of the Cytopia programs and believe that this combination enhances the opportunity to bring new cancer drugs to international markets."

The Australian operations will be operated under the YM name following completion of the transaction. Pursuant to the provisions of the Agreement, Mr. Bob Watson, Chair of Cytopia will be appointed to the board of YM.