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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN.

Lainate, Italy – 29 May 2020 – Cassiopea S.p.A. (SIX: SKIN), a specialty pharmaceutical company developing and preparing to commercialize prescription drugs with novel mechanisms of action (MOA) to address long-standing and essential dermatological conditions, today announces a capital increase by way of a rights offering to existing shareholders.

Following the approval of yesterday’s Extraordinary General Meeting, the share capital of Cassiopea will be increased by the way of a rights offering by EUR 750,000 through the issuance of 750,000 registered shares with a par value of EUR 1 each, corresponding to 7.5% of the current share capital.

The offer price per new share is being set at EUR 31.00 (equivalent to c. CHF 33.10, calculated at the exchange rate EUR/CHF published by the Swiss National Bank as of 11:00 CEST yesterday), corresponding to a small discount of 5% vs yesterday’s closing price of CHF 34.80.

Existing shareholders will receive one subscription right for every share held on 2 June 2020 (after market close) to subscribe for new shares to be issued in the capital increase. The new shares will be offered to existing shareholders at a ratio of 3 new shares for every 40 shares held, subject to certain restrictions based on residency. Moreover, the shareholders will be entitled to subscribe for offered shares for which other shareholders have not exercised their rights. The subscription rights will neither be listed nor traded and will lapse unless exercised during the rights exercise period.

The rights exercise period is expected to start on 3 June 2020 and end on 17 June 2020 at 12:00 noon CEST. The offering and listing prospectus will be published on or around 2 June 2020.

Cassiopea’s main shareholder Cosmo Pharmaceuticals N.V. has committed to fully exercise its rights and to subscribe for all new shares for which rights have not been exercised at the offer price, partly by way of off-setting the outstanding debt amount plus fees and accrued interest under Cassiopea’s credit facility.

Cassiopea expects to raise gross proceeds of EUR 23.25 million in the offering, which will be used to (i) finance the Company’s operations up to the planned approval of Clascoterone cream 1% in H2 2020 and the preparation of Clascoterone cream 1%’s subsequent launch in the US and (ii) for general corporate purposes.

The listing and first trading day of the Offered Shares on SIX Swiss Exchange is planned for 18 June 2020.

An investor call will be held on 3 June 2020; 16:00 CEST.
For the dial-in details of the investor call and further information, visit www.cassiopea.com as of 3 June.

Expected timeline for the rights offering:

Next events:

For further information:

Dr. Chris Tanner, CFO and Head of Investor Relations
Tel: +39 02 868 91 124

About Cassiopea
Cassiopea is a specialty pharmaceutical company developing and preparing to commercialize prescription drugs with novel mechanisms of action to address long-standing and essential dermatological conditions, particularly acne, androgenetic alopecia and genital warts. Cassiopea is investing in innovation that is driving scientific advancement in areas that have been largely ignored for decades. The portfolio comprises four unencumbered clinical candidates, for which Cassiopea owns the worldwide rights. Cassiopea plans to determine the most efficient way to effectively commercialize the products in the U.S. after the planned approval of Clascoterone Cream 1% and to partner the products for countries outside of the US. For further information on Cassiopea, please visit www.cassiopea.com.

About Clascoterone
Clascoterone, a new chemical entity, is a proposed first in class topical androgen receptor inhibitor under FDA review for the treatment of acne (in a 1% cream) and in late stage development for androgenetic alopecia (in a higher strength solution). Laboratory studies suggest Clascoterone competes with androgens, specifically DHT, for binding to the androgen receptors within the sebaceous gland and hair follicles. When applied directly to the skin surface, Clascoterone appears to target only local androgen receptors within the skin. Because of Clascoterone’s likely local effect at the site of application, the risk of off-target, or systemic side effects, is minimized.

Disclaimer
This publication constitutes neither an offer to sell nor a solicitation to buy securities of Cassiopea S.p.A. and it does not constitute a prospectus or a similar notice within the meaning of article 652a, article 752 and/or article 1156 of the Swiss Code of Obligations nor within the meaning of article 35 et seqq. of the Swiss Financial Services Act nor a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. The offer and listing will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of Cassiopea S.p.A. should only be made on the basis of the securities prospectus. The securities prospectus is expected to be published on 29 May 2020 and will be available free of charge at Credit Suisse AG, Zurich (e-mail: equity.prospectus@credit-suisse.com), and from Cassiopea S.p.A., Via C. Colombo 1, Lainate, Milan, Italy (telephone: +39 02 86891124; e-mail: investor.relations@cassiopea.com).
This communication is being distributed only to, and is directed only at (i) persons outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“) or (iii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as “Relevant Persons“). Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this communication or any of its contents.
This communication does not constitute an “offer of securities to the public” within the meaning of Regulation 2017/1129 of the European Union (the “Prospectus Regulation“) of the securities referred to in it (the “Securities“) in any member state of the European Economic Area (the “EEA“). Any offers of the Securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus for offers of the Securities.
The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act“), and may not be offered or sold in the United States or to US persons (as such term is defined in Regulation S under the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the securities has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States. The offering of the securities will only be made outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act (“Regulation S“).

THIS COMMUNICATION IS NOT FOR DISTRIBUTION IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. THIS COMMUNICATION DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, SECURITIES IN ANY JURISDICTION IN WHICH IS UNLAWFUL TO DO SO.