Vivoryon Therapeutics AG plans conversion into Naamloze Vennootschap (N.V.) under Dutch law

• Vivoryon Therapeutics intends the transfer of the statutory seat to Amsterdam, the Netherlands, leading to a conversion into a public company under the laws of the Netherlands
• The administrative seat and the business operations will remain in Germany
• The company will offer dissenting shareholders the acquisition of their shares for a compensation payment of EUR 9.00 per share pursuant to legal requirements
• The transaction will not be implemented if shareholders representing more than 2 % of the voting rights have objections recorded in the meeting

HALLE (SAALE) / MUNICH, GERMANY, 27 August 2020 - The Management Board and the Supervisory board of Vivoryon Therapeutics AG (Euronext Amsterdam: VVY, ISIN DE0007921835) intends to propose to its shareholders in the upcoming ordinary shareholders meeting expected to be held on 30 September 2020, to resolve upon the transfer of the company's statutory seat to Amsterdam, the Netherlands, its conversion into, and the adoption of new articles of association of, a public company under the laws of the Netherlands (naamloze vennootschap, "N.V.") under the company name, Vivoryon Therapeutics N.V..
 

Background for this prosposal is the intention of the management board to subject Vivoryon Therapeutics to just one jurisdiction as regards its corporate structure and the listing venue, thereby reducing increasing administrative complexity for Vivoryon Therapeutics and its shareholders. Furthermore, the management board expects that the conversion would facilitate the access to new investors and additional capital markets, such as the US stock market (via an ADR program or a full NASDAQ listing), as an important growth opportunity, even though there are currently no specific plans in this regard.
 

The administrative headquarters and the entire business operations, in particular Vivoryon's research, will remain in Germany with locations in Munich and Halle (Saale).
 

Pursuant to German law, Vivoryon Therapeutics must offer dissenting shareholders who vote against the resolution and have their objection recorded in the minutes of the general meeting the acquisition of their shares against a fair and adequate consideration.
 

Today, Vivoryon Therapeutics determined the amount of the adequate consideration being EUR 9.00 per share. In connection with the determination of the amount of the consideration, the Management Board has commissioned a valuation report from an independent valuation expert. Under certain estimates and assumptions, the independent expert calculates an equity value of Vivoryon Therapeutics of approximately EUR 177.2 million, which corresponds to a calculated value per share of approximately EUR 8.87. On this basis, the Management Board, with the approval of the Supervisory Board, has determined the aforementioned consideration amount.
 

However, the management board will be instructed in the proposed resolution not to implement the resolution, if adopted, in case shareholders representing more than 2 % of the voting rights in Vivoryon Therapeutics vote against the resolution and have their objections recorded in the general meeting.
 

This threshold is provided due to the financing requirements of Vivoryon. The implementation of the measures described above and payments in connection with the compensation offer related thereto, if any, should not result in the European 2b clinical study no longer being fully funded. In this case, the Management Board would prefer not to implement the transfer of the statutory seat and the conversion into the legal form of an N.V. despite the advantages for the company and its shareholders connected therewith. Therefore, the Management Board and the Supervisory Board recommend not to accept the compensation offer so that the proposed measures can be implemented in the interest of the company and its shareholders.
 

Further details are included in the invitation to the ordinary general meeting to be published in the federal gazette (Bundesanzeiger) on or around 3 September 2020 and in the conversion report, which will be available for inspection in the company's premises from 28 August 2020 and from 3 September 2020 together with the other relevant documents on the following website of the company:
www.vivoryon.com/investors-news/ordinary-general-meeting-of-shareholders-2020

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For more information, please contact:
Vivoryon Therapeutics AG
Dr. Ulrich Dauer, CEO
Email: contact@vivoryon.com

Trophic Communications
Gretchen Schweitzer / Joanne Tudorica
Tel: +49 172 861 8540 / +49 171 351 2733
Email: vivoryon@trophic.eu

About Vivoryon Therapeutics AG
With 20+ years of unmatched understanding in identifying post-translational modifying enzymes that play critical roles in disease initiation and progression, Vivoryon's scientific expertise has facilitated the creation of a discovery and development engine for small molecule therapeutics. This platform has demonstrated success by developing a novel therapeutic in type 2 diabetes. In its current programs Vivoryon Therapeutics is advancing its lead product, varoglutamstat (PQ912), in Alzheimer's disease and its entire portfolio of QPCT and QPCTL inhibitors in oncology and other indications. In addition, the company pursues a development program for Meprin protease inhibitors with potential therapeutic use in fibrotic diseases, cancer and acute kidney injury.
ww.vivoryon.com

Forward Looking Statements
Information set forth in this press release contains forward-looking statements, which involve a number of risks and uncertainties. The forward-looking statements contained herein represent the judgment of Vivoryon Therapeutics AG as of the date of this press release. Such forward-looking statements are neither promises nor guarantees but are subject to a variety of risks and uncertainties, many of which are beyond our control, and which could cause actual results to differ materially from those contemplated in these forward-looking statements. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in our expectations or any change in events, conditions or circumstances on which any such statement is based.