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Cytopia Merger with Toronto-based YM BioSciences Inc.
Date:10/5/2009

al being announced.
  • Each of Cytopia and YM has agreed to the payment of a break fee of A$500,000 under certain circumstances.
  • For the period commencing on the date of the Agreement until the earlier of termination of the Agreement or 28 February 2010, Cytopia has agreed not to solicit, encourage, initiate or participate in any negotiations or discussions in respect of an expression of interest, offer or proposal for an alternative transaction to the Scheme(s) (subject to the fiduciary duties of Cytopia's directors).
  • On successful implementation of the Scheme(s), Cytopia will be delisted from ASX.

    • Full details of the merger will be provided to Cytopia shareholders and optionholders in a Scheme Booklet which is expected to be distributed in late November 2009. The Scheme Booklet will include the report from the independent expert and will further explain the basis for the proposed merger.

    It is expected that shareholders, and optionholders if necessary, will be asked to vote on the approval of the Scheme(s) in January 2010.

    Cytopia has appointed Clayton Utz as Australian legal adviser, Toronto-based Blake, Cassels & Graydon LLP as Canadian legal adviser, US-based Oppenheimer & Co Inc as financial advisor and Lonergan Edwards as an independent expert.

    About Cytopia

    Cytopia Ltd is an Australian biotechnology company focused on the discovery and development of new drugs to treat cancer and other diseases. Cytopia conducts its research and drug development through subsidiaries based in Australia and the USA and specialises in developing new small molecule compounds with an improved therapeutic profile for the treatment of cancer.

    The lead program for the company is CYT997, a vascular disrupting agent for the treatment of various cancers, and currently being trialled in Phase II clinical studies. Cytopia also is building on its range of JAK inhibitors
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    SOURCE Cytopia Ltd.
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