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DANMARKS STØRSTE INVESTORSITE MED DEBAT, CHAT OG NYHEDER

Affitech’s Board of Directors Recommends Shareholders to Accept Voluntary Conditional Purchase Offer from Trans Nova Investments Limited

12-03-12 kl. 12/3 2012 08:00 | Affitech 0,05 (-44,44%)

Release no. 2/2012

Copenhagen and Oslo, 12th March 2012, 2012-03-12 09:00 CET (GLOBE NEWSWIRE) --
Affitech A/S (NASDAQ OMX: AFFI) today announced that the Board of Directors of
Affitech A/S has considered the new Voluntary Conditional Public Purchase Offer
made to shareholders by Trans Nova Investments Limited (Trans Nova) on 28th
February, 2012 and recommends that shareholders accept the Offer. Dr Aleksandr
Shuster (Chairman of the Board) and Dr Andrei Petrov (non-executive director)
are related parties to Trans Nova and, as a result, have not participated in
the Board’s review of the Offer nor are they party to the recommendation, which
is being made solely by those Board members independent of Trans Nova.

In considering the Offer, the independent board members have taken into account
the potential value of Affitech’s preclinical research & development assets,
including AT001/r84, its novel anti-angiogenesis drug, which has been submitted
for regulatory approval to commence clinical trials in Russia, and also the
Company’s earlier stage pipeline in antibodies to G-protein coupled receptors.
Unfortunately, Affitech does not currently possess the financial resources to
progress these potential products towards marketing approval and will require
substantial further equity investment in order to do so. Trans Nova and other
major shareholders of Affitech, who currently control approximately 75% of
Affitech’s share capital, have informed the Board that they do not wish to
invest further funds in Affitech under the current public company share
structure. The Board is also of the opinion that there is no possibility to
obtain external debt financing of its operating activities.

During the last 6 to 9 months, the Board has approached a number of potential
new investors in Affitech but they have either been unable to invest in a
public company or unwilling to do so alongside Trans Nova. The board has also
considered possible corporate transactions that could result in bringing new
financial and business resources to Affitech but any such deal would require
the support of Trans Nova, which the independent directors conclude is not
possible to achieve at present. In the present situation, where external
financing of Affitech’s future operations is unlikely to be achieved, the
independent board members consider it to be in the best interests of
shareholders, employees and business partners for Trans Nova to acquire the
shares it does not yet own and to take full responsibility for the Company’s
future.

Dr Keith McCullagh, Vice-Chairman of Affitech’s Board of Directors commented:

“We are disappointed that it has not been possible to build Affitech into a
successful independent biopharmaceutical company under the current structure.
The independent board members are unanimous in believing that it is in the best
interests of shareholders to accept the cash offer from Trans Nova and for
Affitech to become a wholly owned company within Trans Nova’s successful
network of developing pharmaceutical businesses.”

The independent board members recommend that shareholders accept the Offer and
return their acceptances within the current Offer Period expiring 27th March,
2012.


About Affitech

Affitech AS is a publicly traded (NASDAQ OMX Copenhagen) human therapeutic
antibody company based in Copenhagen, Denmark with R&D facilities in Oslo,
Norway. 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. CBAS™ (Cell Based Antibody Selection) is
Affitech’s premier discovery engine for the isolation of lead antibodies to
cell surface molecules in situ. Several of the Company's proprietary product
candidates were generated by CBAS™. Further information is available at
www.affitech.com.




For more information please contact



Keith McCullagh, Vice-Chairman of Affitech's Board of Directors

Tel.: +44 7939 573 548, e-mail: [email protected]



Randi Krogsgaard, Director IR & Communications

Tel # +45 2320 1001, e-mail: [email protected]




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