Cytopia Merger with Toronto-based YM BioSci...( MELBOURNE Australia Oct. 5 /- Cytopia...)

MELBOURNE, Australia, Oct. 5 /PRNewswire-FirstCall/ -- 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 comp
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