Cytopia Merger with Toronto-based YM BioSci...(rtfolio managers to discuss this propose...)

Date:10/5/2009

rtfolio managers to discuss this proposed transaction on Tuesday, October 6, 2009 at 11.00 pm EDT (Australian) and 8:00 am EST (Canada). Representatives from both YM and Cytopia will be on the call, which may be accessed by calling +1 416 644 3424 or +1 800 594 3790. The conference call will also be audio cast live and archived for 90 days at http://www.ymbiosciences.com/

Transaction Details

A copy of the signed Agreement is attached to this release. Key terms of the transaction are as follows:

• Cytopia shareholders will receive 0.0852 YM shares for each Cytopia share held at the record date, subject to the 20 day volume weighted average price ("VWAP") of YM shares traded on the Toronto Stock Exchange and the New York Stock Exchange/Amex, ending on the day prior to the Effective Date,(iii) being between C$1.2905 and C$2.3966.
• Where the 20 day VWAP is either above or below the range of C$1.2905 and C$2.3966, the share exchange ratio is adjusted subject to fixed valuations of Cytopia of C$9.3 million (the lower limit) and C$17.3 million (the upper limit).
• Cytopia optionholders, either pursuant to a private offer or alternatively under an Option Scheme, will receive YM stock options in consideration for the cancellation of their Cytopia Options, subject to the equivalent exchange ratios (including the upper and lower limits) as apply under the Share Scheme.
• The merger is subject to a number of conditions including Cytopia shareholder and (if required) Cytopia optionholder approval, court and regulatory approval, approval of the Commonwealth of Australia,(iv) and various other conditions (set out in clause 3.1 of the Agreement).
• A Board meeting of Cytopia unanimously recommended the merger, subject to the independent expert confirming that the Scheme(s) are in the best interests of Cytopia shareholders and optionholders and no Superior Propos
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SOURCE Cytopia Ltd. Copyright©2009 PR Newswire. All rights reserved

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