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YM BIOSCIENCES ANNOUNCES OFFER FOR CYTOPIA LTD., AN AUSTRALIAN CANCER-FOCUSED DEVELOPMENT COMPANY
Date:10/5/2009

es, including polycythemia vera (PV) and essential thrombocythemia (ET), are highly debilitating disorders for which there are limited and poorly-efficacious therapeutic options. The Principal Investigator for the planned Phase I study will be Dr. Ayalew Tefferi, Professor of Medicine in Hematology at Mayo Clinic and a key opinion leader in MPD.

Cytopia shareholders are being offered 0.0852 common shares of YM in exchange for each common share of Cytopia. This offer is based on the volume weighted average price (VWAP) of YM shares for a recent 20 trading day period and incorporates a 30% premium to CYT's recent 20-day VWAP . The transaction would result in YM issuing approximately 7.2 million new shares. The offer is subject to certain conditions and the consideration is subject to certain adjustments in the number of YM shares designed to largely preserve the agreed value of the offer notwithstanding possible share price fluctuations.

This transaction will be conducted through a court supervised Scheme of Arrangement with a minimum threshold of at least 75% of Cytopia shares and half the shareholders who vote, voting for the scheme. Following this announcement, Scheme documentation fully describing the transaction will be distributed by Cytopia to its shareholders, including a fairness opinion prepared by an independent expert. It is anticipated that the circular will be distributed in November 2009 and that the meeting of shareholders will occur in January 2010. The transaction is also contingent on receiving all necessary regulatory and stock exchange approvals, including approval by the Toronto Stock Exchange. Bloom Burton & Co. assisted YM with certain elements of the transaction.

YM's lead drug, nimotuzumab, is currently approved in 21 countries around the world. As a consequence of YM's acquisition of Cytopia, the Company expects to open clinical trials of nimotuzumab in Australia subject to clearance by the Australian hea
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SOURCE YM BioSciences Inc.
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