Nicox to Acquire Aciex Therapeutics

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SOPHIA ANTIPOLIS, France— Nicox S.A. (NYSE Euronext Paris: COX), based here, announced on July 2 that it has signed an agreement to acquire all of the outstanding equity of Aciex Therapeutics, a private, U.S.-based, ophthalmic development pharmaceutical company with a strong near-term pipeline of therapeutics addressing major segments of the ophthalmic market, including allergy and inflammation. Nicox said the acquisition will significantly broaden and strengthen its therapeutic development pipeline.

Michele Garufi, chairman and CEO of Nicox, said: "This proposed acquisition is another significant step forward in Nicox's strategy of creating an international ophthalmic company built around therapeutics and diagnostics with its own commercial infrastructure in the United States and in the major European markets. The combination with Aciex would enable Nicox to expand its therapeutic pipeline to target major segments of the ophthalmic sector, including the $816 million U.S. allergic conjunctivitis market. Together with the expansion of our diagnostics franchise, this acquisition further enhances our ability to create a unique company with a transatlantic commercial presence as well as a diversified proprietary product portfolio."

Les Kaplan, PhD, executive chairman of Aciex, and Thomas Cavanagh, president of Aciex, added: "We are excited about the opportunity to combine our robust pipeline derived from our collaboration with Ora, Inc., with the financial and commercial strengths of Nicox. With a portfolio of programs now either in or approaching the clinic, we believe that this transaction will accelerate their development and commercialization. We look forward to working with the Nicox team to ensure the success of the expanded business."

Under the proposed acquisition, Nicox will acquire all outstanding shares of Aciex on a cash-free debt-free basis through a reverse triangular merger, governed by U.S. laws and regulations. Aciex shareholders will receive an upfront payment of $65 million entirely in the form of 20,627,024 newly issued Nicox shares, plus contingent value rights giving rights to Nicox shares based on the potential U.S. FDA approval of AC-170 and of two additional undisclosed products within a pre-determined period.

The completion of the acquisition remains subject to the approval of Nicox's shareholders and other customary conditions. Nicox's shareholders will be invited to vote on this proposed transaction at a dedicated Extraordinary General Meeting which is expected to be held in the Fall.