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

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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

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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.

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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

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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.

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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

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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

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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

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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

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(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... 1.980 0 - 4.758 - 6.737

Cash in hand and at banks. 1.873 223 - 249 - 2.346 Current assets total. 5.071 381 -858 5.959 0 10.553 Total...... 6.253 958 -1.456 8.340 0 14.094

Equity Restricted equity ...... 12.369 849 -849 22.397 2.479(1) 37.245 Retained earnings .... -10.165 -642 183 -17.032 -2.303 -29.959 Net income for the period ...... -1.747 -353 68 -3.797 - -5.828 Capital loans ...... 5.004 1.043 -841 3.032 0 8.238 Equity total. 5.462 897 -1.439 4.600 176 9.696 Minority interest..... - Mandatory provisions... 0 0 - 99 - 99 Long term liabilities.. 544 2 - 1.839 -176(2) 2.209 Current liabilities.. 246 59 -17 1.803 - 2.090 Total...... 6.253 958 -1.456 8.340 0 14.094

______(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

11(18) 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 correction consists of accumulated interest liabilityon Contral Pharma’s Tekes non-convertible capital loans.

Group Combi- Contral eli- Pro forma ned Pharma Carbion mina- Biotie -adjustmenst company tions (1000 EUR) (pro forma) CASH FLOW Cash flow from operating activities

Operating profit...... -1.762 -353 -35 -3.833 - -5.983

Depreciation. 59 42 35 111 - 246 Change in Mandantory provisions.. 0 0 - -40 - -40 Change in working capital...... -394 -66 - -89 - -549 Financial income and expenses ... 15 0 - 36 - 52 Net cash from operating -2.082 -377 0 -3.814 - activities... -6.273 Cash flow from investing activities Capital Expenditure.. 6 -50 --660 - -704

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Group Combi- Contral eli- Pro forma ned Pharma Carbion mina- Biotie -adjustmenst company tions (1000 EUR) (pro forma) Net cash used in investing activities... 6 -50 - -660 - -704

Cash flow before financing activities... -2.076 -427 - -4.474 - -6.977

Cash flow from financing activities

Change in long term debt...... 303 0 - 0 - 303 Share issue.. 0 0 -0 - 0 Net cash from financing activities... 303 0 - 0 - 303

Net increase (+) or decrease (-) in cash and cash equivalents.. -1.773 -427 - -4.474 - -6.674

Cash and cash equivalents in the 15.757

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Group Combi- Contral eli- Pro forma ned Pharma Carbion mina- Biotie -adjustmenst company tions (1000 EUR) (pro forma) beginning of the period... 5.626 649 - 9.481 - Cash and cash equivalents at the end of the period...... 3.853 223 - 5.007 - 9.083

APPENDIX II

BACKGROUND INFORMATION FOR THE MERGER AND THE BUSINESS STRATEGY OF THE COMPANY

On April 15th, 2002, the Boards of Directors of Biotie Therapies Corp., Contral Pharma and Carbion approved and signed the combination agreements and merger plans, according to which Biotie and Carbion will merge into Contral Pharma. The objective of the merger is to form a biotechnology company that has one of the leading product portfolios in the Nordic countries. The new company focuses on dependence disorders, inflammation and glycobiology. The merged company will be one of the world’s most significant drug development companies focusing on glycobiology. Glycobiology forms the future drug development platform for the discovery research of the combined company. Of the company’s spearhead products Soberal is planned to be commercialised during 2003 and Huvap is planned to be commercialized during 2004, and they reach for a leading position in the treatment of the abovementioned conditions.

The merging companies have operations in Turku, Espoo and Helsinki. The domicile and head office of the new company will be located in Turku. The merging companies employ a total staff of 115 people.

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It is proposed to the Extraordinary Shareholders’ Meeting that the CEO of the combined company will be Kauko Kurkela, presently the CEO of Contral Pharma, and the Chairman of the Board of Directors will be Hannu Hanhijärvi, presently Chairman of the Board of Directors of Biotie Therapies. Markku Jalkanen, presently President and CEO of Biotie Therapies, is proposed to become the new company’s deputy CEO. Until the merger has taken place, Kauko Kurkela will be CEO of Contral Pharma, Markku Jalkanen CEO of Biotie Therapies, and Juhani Saarinen CEO of Carbion.

THE RATIONALE FOR AND OBJECTIVES OF THE MERGER

The Boards of Directors of the merging companies have decided to propose the merger to the Shareholders’ Meetings, because combining the business operations, resources and expertise of Contral Pharma, Biotie and Carbion into one listed company will allow creating a more balanced and less risky product portfolio, which will make it possible to reach the profitable level of operations sooner.

Stronger and more balanced product development portfolio

The company researches and develops products for dependence disorders, inflammations, cancer, infectious diseases and thrombosis. The company has candidate products at all different phases of drug development, and in addition, the company is researching on many drug molecules the commercial potential of which is being assessed. The comprehensive and versatile portfolio achieved through the merger diminishes the risk involved in one drug development project from the point of view of the whole company. The company expects its product development projects to proceed significantly during the years 2002-2004.

The company’s spearhead products are focused on diseases that tens of millions of patients suffer from globally and for which there is no efficient treatment available. The R&D pipeline of the combined company is based on opioid and VAP-1 receptor technologies, BALP (Biologically Active Linear Polysaccharides) and multivalent technologies, and integrin technology. As for the spearhead products, nalmefene is developed for two significant indication areas (alcoholism and alcohol abuse, and impulse control disorders); the development of nalmefene for eating disorders is being planned. Similarly, vapaliximab will be developed for three significant indication areas (rheumatoid arthritis, inflammatory bowel disease and psoriasis). There are also other possible indication areas for these products.

Reaching a profitable level of business earlier

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The goal of the new company is to enter into a licensing agreement with a large, world-wide pharmaceutical company during the year 2003, as well as reaching profitability in 2004. The management of the company believes that this is possible with the three candidate products (Soberal, Huvap and Bioheparin).

Experienced management and effective drug development organization

The management of the company to be formed by merger has wide experience in a variety of sectors in pharmaceutical industry in business management, marketing, finance, drug development and issues related to international pharmaceutical authorities, as well as providing strong proof in the scientific world and utilization of research networks.

SYNERGY BENEFITS OF THE MERGER

Short-term cost savings

By combining the drug development and research organizations of the three companies and by focusing on the most important value adding drug development projects, the management of the combined company aims to achieve 30% savings from the planned costs for 2003.

Commercialization of the products

The organization to be formed as a result of the merger will have versatile experience in the commercialization of pharmaceutical products. A more comprehensive product portfolio makes it possible to create a more flexible commercialization strategy to maximize the value of the candidate drugs.

Synergies of preclinical and clinical research

The merger provides significant synergy benefits for discovery research, especially in the field of glycobiology where the expertise of Biotie and Carbion complement each other. The drug development organizations also form a comprehensive entity together: Biotie has experience in transferring from preclinical to clinical phase of drug development, while Contral Pharma’s experience lies in phase II and III clinical studies.

Synergies in product development, process development and production

The merged company has a pilot production unit approved by the National Agency for Medicines. The new company will outsource large- scale production. The company has experience in outsourcing of production both in biotechnologically produced drugs and

16(18) traditional, small molecule drugs manufactured using methods of organic chemistry.

An internationally significant position in glycobiology

Combining the glycobiological research units of BioTie and Carbion will result in one of the world’s leading companies focusing on glycobiology. The merged company will be able to utilize both Biotie’s BALP technology and Carbion’s multivalent technology and know-how. Furthermore, Carbion has good facilities for structural analysis of carbohydrate structures by using mass spectrometry and NMR analysis. The new company’s capacity in analytical research methods offers the opportunity to structural study of the drugs to be developed and their targets, and, on the other hand, the opportunity to find new carbohydrate-based drug targets. Glycobiological research services provided by the company may also be sold to companies and researchers outside the company.

Reducing the business risk

The merged company has a comprehensive discovery and product development portfolio, which makes it less dependent on the success of an individual project. Furthermore, the company has a number of products that can be commercialized in the near future.

THE KEY ELEMENTS OF THE COMPANY’S BUSINESS STRATEGY

- The company will focus on dependence disorders, inflammatory diseases and glycobiology. The company’s primary areas of expertise include application of carbohydrate-based drugs, small molecule compounds and new biotechnological drugs (in particular, monoclonal antibodies) in selected therapy areas. The company’s clinical drug development focuses on dependence disorders and inflammatory diseases. Selected as the key area of the company’s research activities, glycobiology offers the opportunity to develop drugs for the treatment of, for instance, inflammatory diseases, infectious diseases, thrombosis and cancer.

- The company’s own discovery research and wide scientific network provide a source of new product ideas. The company has a wide local and international research network, through which it can participate in high-quality research projects, as well as having the opportunity to license projects for itself for further development. The company has its own discovery research organization in the field of glycobiology.

- Well integrated in-house and externalized drug development operations. The company aims to have control of all the phases of

17(18) preclinical and clinical drug development, development of production processes and key areas of production. The company will direct its own resources to areas in which it has or can develop a special competitive advantage, areas which produce the highest added value and operations in which there are strategic reasons to keep the information within the company.

- Licensing candidate drugs to global pharmaceutical companies. Co- operation agreements made with global pharmaceutical companies provide the financial resources, as well as complement the areas of expertise for late phase clinical research and marketing. The company will receive its share of the income stream, generated by the market potential on the basis of the license agreement made with a pharmaceutical company. The income stream will consist of advance payments and milestone payments before the product is launched to the market and after that, of royalty payments. The strategy of the company is to commercialize each project at an optimal phase, taking into account the development phase of the project and the financial resources at the company’s disposal.

SHORT-TERM OBJECTIVES AND ACTIONS

Short-term objectives of the company include evaluation and focusing of the research and product development portfolios of Biotie, Contral and Carbion, concentrating the resources on the most significant value adding projects, as well as integration of the organizations. The resources of the merged company will be focused on selected main projects, effective forwarding of the clinical trials, as well as commercial utilization of the projects. In the short term, the company aims to commercialize the nalmefene project (Soberal) intended for the treatment of dependence disorders.

The merging companies believe that the merger will result in significant synergy benefits. The new company aims to realize cost savings amounting to approximately 30% of the costs planned for 2003 through focusing of the research and product development programs and rationalization of costs. The management also believes that the company has good chances of reaching a positive result and a positive cash flow already during the year 2004.

KEY AREAS OF BUSINESS IN THE LONGER TERM

In the medium term, the merged company aims to commercialize the drugs focused on VAP-1, intended for the treatment of inflammatory diseases. In the long term, the merged company’s research operations will concentrate more on the development of drugs based on glycobiology.

PRIVATE PLACEMENT OF CONTRAL PHARMA

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Prior to the completion of the merger, Contral Pharma will arrange a private placement in which it seeks to raise at least EUR 20 million new equity from institutional investors and the shareholders of Contral Pharma. The purpose of the private placement is to secure the financing required for Contral Pharma’s and the combined company’s research and development for the following approximately 12 months calculated with the budgeted expenses and currently existing cash positions of the merging companies and assuming that approximately EUR 5 million can be raised pursuant to the granted research financing by the National Technology Agency (Tekes). The maximum number of Contral Pharma shares offered in connection with the private placement is 5,000,000 shares representing approximately 25 percent of the share capital of the combined company after the merger. The subscription price for the shares will be determined in book-building with the minimum subscription price being EUR 5.60 per share. The private placement of Contral Pharma will be closed prior to the completion of the merger. The completion of the merger requires under the combination agreement entered into on April 15, 2002, that a minimum of EUR 15 million is raised in connection with the private placement. Contral Pharma has negotiated with various investors in respect of the private placement.

FORWARD LOOKING STATEMENTS

This stock exchange release contains predictions about the future. Statements that do not refer to historical facts, such as the statements concerning the assumptions and expectations of Biotie Therapies, Contral Pharma and Carbion, are predictions about the future. By their nature, such statements concerning the future involve risks, uncertainty and assumptions, because they are related to forthcoming events, and hence their realization depends on future circumstances.

The sole purpose of this stock exchange release is to provide information about the merger referred to in the release. It is not an offer to buy or sell securities. This stock exchange release may not be published or distributed in the United States, Canada, Australia or Japan, neither may it be sent to the territory of these countries.