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The Merger Prospectus of Biotie Therapies Corp., Oy Contral Pharma Ltd and Carbion Inc

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The Merger Prospectus of Biotie Therapies Corp., Oy Contral Pharma Ltd and Carbion Inc BIOTIE THERAPIES CORP. STOCK EXCHANGE ANNOUNCEMENT June 10, 2002 1(18) THE MERGER PROSPECTUS OF BIOTIE THERAPIES CORP., OY CONTRAL PHARMA LTD AND CARBION INC. PUBLISHED The merger prospectus relating to the merger of Biotie Therapies Corp., Oy Contral Pharma Ltd and Carbion Inc. into a new company to be named Biotie Therapies Corp., has been released to the Helsinki Exchanges today. The merger prospectus is also available to the shareholders as from June 10th, 2002. The companies will only send the merger prospectus to their shareholders on request. The merger prospectus will be only available in Finnish. The merger prospectus is available at and can be ordered from the following addresses: Biotie Therapies Corp., Tykistökatu 6, FIN- 20520 Turku, Finland and Oy Contral Pharma Ltd, Kappelitie 6, FIN- 02200 Espoo, Finland. The merger prospectus includes, inter alia, the merger plan and terms of the merger, description of the new Biotie Therapies Corp., and the merging companies. The pro forma financial information and the strategy of the combined company, are appended to this stock exchange release. Biotie Therapies Corp. Markku Jalkanen President and CEO Further information: Markku Jalkanen, President and CEO, Biotie Therapies Corp. tel. +358 2 274 8912, e-mail: [email protected] Jari Saarinen, Vice President, CFO, Biotie Therapies Corp. tel. +358 2 274 8954, e-mail: [email protected] http://www.biotie.com Appendices: 1 pro forma financial information for the combined company 2 The strategy vision of the combined company 2(18) Pro Forma financial information from 1.1.-31.12.2001 (Please, note that the figures in brackets refer to notes of the tables) Cont- Group Pro ral eli- Contral forma – Combi- Phar- Carbi- mina- Clinics adjust ned ma on tions (1) Biotie mentst company (1000 EUR) (pro forma) INCOME STATEMENT Revenues..... 155 18 - 76 0 - 249 Gross profit. 155 18 - 76 0 - 249 Research and development expenses (2). -5.215 -1.118 -139 -133 -9.555 - -16.159 Sales and marketing expenses..... -175 0 - 0 0 - -175 General and administrati ve expenses.. -901 -73 - -33 -2.049 - -3.056 Other operating income....... 229 535 - 0 1.450 - 2.214 Other operating expenses..... 0 0 - 0 0 - 0 Operating profit (loss)....... -5.907 -638 -139 -90 -10.154 -16.927 Financial income and expenses..... 189 -3 - 1 451 96(3) 734 Profit(loss) before extra- ordinary -5.718 -641 -139 -88 -9.703 96 -16.193 Extra- - -58 -58 3(18) Cont- Group Pro ral eli- Contral forma – Combi- Phar- Carbi- mina- Clinics adjust ned ma on tions (1) Biotie mentst company (1000 EUR) (pro forma) ordinary 0 0 0 - items +/-.... Profit (loss) before appropriatio ns and taxes -5.718 -641 -139 -146 -9.703 96 -16.251 Minority interest..... 0 0 320 0 0 - 320 Net income (loss)....... -5.718 -641 181 -146 -9.703 96 -15.931 (1) Final account for Contral Clinics Ltd from 1.1.-21.2.2001. Contral Clinics Ltd merged into Contral Pharma on 21.2.2001. (2) The allocation principles of Biotie’s research and development expenses as well as administrative expenses presented in the table above have been amended to be comparable with those of Contral Pharma and Carbion. Therefore, the pro forma figures differ from those presented in the financial accounts to the extent that 1,781,000 euro relating to research and development expenses have been transferred to administrative expenses. (3) The pro forma correction consists of interest on Contral Pharma’s non-convertible capital loan. 4(18) Group eli- Pro mina- forma – Combi- Contral tions Contral adjust- ned Pharma Carbion Clinics Biotie ments company (EUR 1,000) (pro forma) BALANCE SHEET Fixed assets and other long term investments.. 1.246 568 -563 - 1.831 0 3.083 Long term receivables.. 841 0 -841 - 0 - 0 Current receivables.. 266 158 -17 - 899 - 1.305 Securities... 5.087 0 0 - 6.776 - 11.863 Cash in hand and at banks. 539 649 0 - 2.705 - 3.894 Current assets total 6.733 808 -858 0 10.380 - 17.062 Total........ 7.979 1.376 -1.421 0 12.211 - 20.145 Equity Restricted equity ...... 12.369 849 -849 - 22.397 2.479(1) 37.245 Retained earnings .... -4.447 -1 1 - -7.329 -2.253(2) -14.029 Net income for the period ...... -5.718 -641 181 - -9.703 -50(3) -15.931 Capital loans ....... 5.004 1.043 -841 0 3.032 8.238 Equity total. 7.209 1.250 -1.507 0 8.396 176 15.524 Minority - interest..... 0 0 103 0 0 103 5(18) Group eli- Pro mina- forma – Combi- Contral tions Contral adjust- ned Pharma Carbion Clinics Biotie ments company (EUR 1,000) (pro forma) Mandatory - provisions... 0 0 - 0 138 138 Long term liablilities. 242 2 - - 1.839 -176(4) 1.906 Current liabilities 529 125 -17 - 1.838 2.474 Total ....... 7.979 1.376 -1.422 0 12.211 0 20.145 __________ (1) The pro forma corrections consist of the following: adjustment to the nominal shareholders’ equity of the Combined Company of –53 thousand euro, amendment of the shareholders’ equity of the Combined Company to the premium reserve fund of 53 thousand euro, the transfer to retained earnings of the accumulated losses of ContrAl Clinics Oy at the time of the combination of 2,333 thousand euro and the transfer of ContrAl Clinics Oy’s financial result during the period of 1 January to 21 February 2001 to the premium reserve fund of 146 thousand euro. (2) The pro forma corrections consist of the following: the accumulated losses of ContrAl Clinics Oy at the time of the combination of -2,333 thousand euro and the accumulated interest on Contral Pharma’s Tekes non-convertible capital loan of 80 thousand euro. (3) The pro forma corrections consist of the following: the transfer to premium reserve fund of the financial result of ContrAl Clinics Oy for the period of 1 January to 21 February 2001 of –146 thousand euro and interest on Contral Pharma’s non-convertible capital loans of 96 thousand euro. (4) The pro forma correction consists of accumulated interest on Contral Pharma’s Tekes non-convertible capital loans of 176 thousand euro. 6(18) Group eli- Pro mina- forma – Combi- Contral tions Contral adjust- ned Pharma Carbion Clinics Biotie ments company (1000 EUR) (pro forma) CASH FLOW Cash flow from operating activities Operating profit....... -5.907 -638 -139 -90 -10.154 - -16.927 Depreciation 234 80 139 - 516 - 969 Extraodinary items +/- 0 0 - -58 0 - -58 Change in mandatory provisions... 0 0 - 0 -97 - -97 Change in working capital -1.768 -31 -171 146 986 -96 -934 Financial income and expenses 189 -3 - 1 451 96(1) 734 Net cash from operating activities -7.252 -592 -171 -1 -8.298 0 -16.314 Cash flow from investing activities Capital -909 7(18) Group eli- Pro mina- forma – Combi- Contral tions Contral adjust- ned Pharma Carbion Clinics Biotie ments company (1000 EUR) (pro forma) expenditures -921 -649 841 - -180 - Net cash used in investing activities -921 -649 841 - -180 - -909 Cash flow before finacing activities -8.174 -1.241 670 -1 -8478 0 -17.223 External financing Change in long term debt 489 1.045 -841 - 1.969 - 2.662 Equity issue 12.315 841 -841 - 34 - 12.349 Net cash from financing 12.804 1.886 -1.682 - 2.003 - activities 15.011 Net change in cash and cash equivalents 4.631 645 -1.012 -1 -6.475 - -2.212 Cash and cash equivalents in the beginning of the period 2.013 6 -6 - 15.956 - 17.969 Cash and cash equivalents 15.757 8(18) Group eli- Pro mina- forma – Combi- Contral tions Contral adjust- ned Pharma Carbion Clinics Biotie ments company (1000 EUR) (pro forma) in the end of the period....... 5.626 649 0 - 9.481 - __________ (1) The pro forma correction consists of accumulated interest on Contral Pharma’s Tekes non-convertible capital loans of 96 thousand euro. Pro Forma financial information from the first quarter 2002 Pro Group forma – Contral eli- adjustm Combined Pharma Carbion mina- Biotie ents company tions (1000 EUR) (pro forma) INCOME STATEMENT Revenues..... 19 3 - 57 - 79 Cost of sales........ 19 3 - 57 - 79 Research and development expenses..... -1.549 -336 -35 -2.854 - -4.775 Sales and marketing expenses..... -42 0 - 0 - -42 General and administrati ve expenses.. -190 -19 - -872 - -1.081 Other operating income ...... 0 0 - 114 - 114 Other operating expenses..... 0 0 - -278 - -278 Operating profit (loss)....... -1.762 -353 -35 -3.833 - -5.983 9(18) Pro Group forma – Contral eli- adjustm Combined Pharma Carbion mina- Biotie ents company tions (1000 EUR) (pro forma) Financial income and expenses..... 15 0 - 36 - 52 Profit(loss) before extra- ordinary items........ -1.747 -352 -35 -3.797 0 -5.931 Extra- ordinary items +/-.... 0 0 - 0 - 0 Profit (loss) before appropriatio ns and taxes. -1.747 -352 -35 -3.797 0 -5.931 Minority interest..... - - 103 0 - 103 Net income (loss)....... -1.747 -352 68 -3.797 0 -5.828 __________ (1) The allocation principles of Biotie’s research and development expenses as well as administrative costs presented in the table above have been amended to be comparable with those of Contral Pharma and Carbion. Pro Group forma Contral eli- -adjust Combined Pharma Carbion mina- Biotie ments company tions 10(18) (1000 EUR) (pro forma) BALANCE SHEET Fixed assets and other long term investments.. 1.181 577 -598 2.381 0 3.541 Long term receivables.. 841 0 -841 - - - Current receivables.. 374 158 -17 952 - 1.466 Securities..
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