Thankyou entdoc, I agree with you, regards.
Affitech is a biotech company focused on the research and development of drugs based on human
antibodies. The company utilizes a range of proprietary antibody technologies for the discovery of
fully human antibodies for application in oncology, inflammation and other disease areas. Affitech
is based in Copenhagen, Denmark with R&D facilities in Oslo, Norway.
Affitech was founded in 1990 under the name Pharmexa A/S and has since its inception focused on
the development of active immune-therapeutic products, primarily for the treatment of cancer and
infectious diseases.
Affitech is the result of a combination of Pharmexa A/S and the Norwegian company Affitech AS,
which was founded in 1997 with a focus on research into monoclonal human antibody-therapeutics.
In May 2009, Pharmexa A/S and Affitech AS were combined by Pharmexa A/S taking over Affitech
AS in a share-for-share deal, whereby Affitech AS (now Affitech Research AS) became a subsidiary
of Pharmexa A/S and the (previous) shareholders of Affitech AS received new shares in Pharmexa
A/S, which changed its name to Affitech A/S.
Affitech owns 99.7% of Affitech research AS, which in turn owns the entire share capital of Affitech
USA Inc., and Actigen Limited (UK) (collectively referred to as the Group or the Affitech
Group ). Affitech also has a shareholding in the company Expres2ion Biopharmaceuticals ApS. Affitech
became a shareholder of Expres2ion Biopharmaceuticals ApS in connection with the sale of S2
technology to Expres2ion Biopharmaceuticals ApS during 2010.
In April 2010, Affitech entered into an agreement with the Offeror regarding the contribution of
new capital (DKK 156 million) through the Offeror s subscription of shares in Affitech, as well as a
related research- development-, and license agreement with the Russian company NauchTekhStroy
Plus to develop two of Affitech s human antibody products until market launch in Russia and other
countries within the Commonwealth of Independent States ( CIS ). The Russian pharmaceutical
company OJSC Pharmstandard is responsible for marketing of the products in Russian and in the
CIS.
NauchTekhStroy Plus is a joint venture subsidiary of OJSC Pharmstandard. NauchTekhStroy Plus
was founded in 2010 by OJSC Pharmstandard (by 50%) and Aleksandr Shuster (by 50%) who is also
Chairman of the Board of Directors of Affitech. In June 2011, the rights and obligations under
the R&D and Licensing Agreement were transferred from NauchTekhStroy Plus to a newly established
Russian biotechnology company, International Biotech Center (IBC) Generium controlled by
19
Aleksandr Shuster and Victor Kharitonin, who through the Offeror, are (indirect) majority shareholders
in Affitech.
In June 2011, IBC Generium obtained a license to Affitech s lead anti-VEGF antibody drug candidate
AT001/r84. The license grant triggered a payment of EUR 2.5 million by IBC Generium to Affitech
and provided IBC Generium with the exclusive rights to develop and market AT001/r84 in
Russia and CIS while Affitech maintains the rights for the rest of the world.
In October 2011, Affitech and GE Healthcare Life Sciences entered into an exclusive patent and
know-how license agreement granting GE Healthcare Life Sciences a license for the worldwide marketing
and sales of products containing recombinant Protein L. Under the terms of the agreement,
GE Healthcare Life Sciences agrees to pay Affitech a royalty of the net sales of all related products
sold by GE Healthcare Life Sciences.
In October 2011, Affitech received EUR 2.5 million in milestone payment from IBC Generium related
to the delivery of the preclinical package for Affitech s anti VEGF antibody AT001/r84 to IBC
Generium.
In November 2011, Affitech announced IBC Generium has exercised the license to Affitech s AT008
anti-CCR4 antibody program. The license grant involved a payment of Euro 2 million by IBC Generium
to Affitech and provided IBC Generium with the exclusive rights to develop and market anti-
GPCR antibodies under the AT008 program in Russia and CIS while Affitech maintains the rights for
the rest of the world.
In November 2011 Affitech announced a restructuring resulting in a staff reduction of about 24
people at the Company s subsidiary, Affitech Research AS in Oslo.
In December 2011, Affitech announced that IBC Generium, had submitted a Clinical Trial Application
(CTA) to the Russian Health Authority to commence a phase 1 clinical trial with Affitech s leading
antibody
drug candidate AT001/r84.
5 .2 Corpor a t e Ma t t e r s r ega rding Af f it e ch
5.2.1 Sha r e Capit a l and Sha r eholde r s
As of the date of this Offer Document, Affitech has a registered Share Capital of nominal DKK
243,860,769.5 divided into 487,721,539 Shares of nominal DKK 0.50 each. Affitech has one share
class and all Shares have equal rights. Each Share of nom. DKK 0.50 entitles the holder to one
vote at general meetings.
All 487,721,539 Affitech Shares are admitted to trading and official listing on OMX NASDAQ (ISIN
securities code DK0015966592).
Affitech has approximately 13,400 shareholders (31 December 2010). The following shareholders
have announced to Affitech the holding of five percent (5%) or more of the Share Capital and the
voting rights of Affitech:
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Trans Nova Investments Limited: Holding 195,140,258 Shares equal to 40.01% of the Share
Capital/voting rights.
Krosalter Enterprises Ltd.: Holding 65,046,752 Shares equal to 13.34% of the Share Capital/
voting rights.
Ferd AS: Holding of 39.296.847 Shares equal to 8.06% of the Share Capital/voting rights.
Arendals Fossekompani ASA: Holding 28,315,035 Shares equal to 5.81% of the Share Capital/
voting rights.
In addition, according to Affitech s Annual Report for 2010, funds controlled by Verdane Capital
Management are shown having an aggregated ownership of approx. 8 % of the Share Capital/
voting rights.
5.2.2 Wa r r ant s
As of the date of this Offer Document, Affitech has issued 1,814,000 warrants as follows:
1,314,000 warrants each conferring the right to subscribe one Share of nominal DKK 0.50 at a
price of DKK 3.91 per Share (+ 10% p.a. from grant date), issued on 13 March 2008.
500,000 warrants each conferring the right to subscribe one Share of nominal DKK 0.50 at a
price of DKK 3.54 per Share (+ 10% p.a. from grant date), issued 9 May 2008.
5.2.3 Boa rd of Dir e ct or s and Ex e cut ive Ma nagement
As of the date of this Offer Document, the Board of Directors consists of six (6) members as set
out below. All board members are elected by shareholders at general meetings.
Aleksandr Shuster (Chairman)
Keith McCullagh (Vice Chairman)
Andrei Petrov
Igor Fisch
Steven Morrell
Yegor S. Vassetzky
As of the date of this Offer Document, the Executive Management consists of the following members:
Alexander Duncan (Chief Scientific Officer)
Stig Jarle Pettersen (Chief Financial
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