Epigenomics AG

EANS-Adhoc: Ad Hoc Announcement Pursuant to §15 WpHG (German Securities Trading Act) EPIGENOMICS AG ANNOUNCES CAPITAL INCREASE

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  ad-hoc disclosure pursuant to section 15 of the WpHG transmitted by euro
  adhoc with the aim of a Europe-wide distribution. The issuer is solely
  responsible for the content of this announcement.
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Company Information/Molecular diagnostics

08.03.2010

Not for distribution in the United States

Berlin, Germany, March 08, 2010 - Today the Executive Board of Epigenomics AG, Berlin, Germany (Frankfurt Prime Standard: ECX; ISIN: DE000A0BVT96), with the approval of the Supervisory Board, resolved to increase the issued share capital from EUR 29,394,724.00 by up to EUR 14,697,361.00 up to EUR 44,092,085.00 by issuing up to 14,697,361 new ordinary bearer shares with no- par value, each such share representing a notional nominal amount of the issued share capital of EUR 1.00 per share against cash contributions utilizing authorized capital.

The new shares will be offered to the Company's shareholders at a ratio of 2:1 (existing shares with subscription rights:new shares) for subscription at a subscription price of EUR 2.25 per new share. ICF Kursmakler AG, Frankfurt am Main, Germany, represented by Bankhaus Gebr. Martin AG, Göppingen, Germany, will, subject to certain conditions, act as subscription agent towards shareholders who wish to exercise their subscriptions rights. The subscription offer is expected to be published in the Frankfurter Allgemeine Zeitung, Amtsblatt zur Wiener Zeitung as well as on the Company's website (www.epigenomics.de) and in the electronic German Federal Gazette (elektronischer Bundesanzeiger) on March 12, 2010. The subscription period for the Company's shareholders is expected to begin on March 15, 2010 and to end on March 29, 2010 (in each case including such dates). The new shares carry full dividend rights as from January 1, 2009. The subscription rights of two existing shares are excluded pursuant to Section 71b of the German Stock Corporation Act (Aktiengesetz).

New shares that are not subscribed for in the subscription offer by existing shareholders will be offered by ICF Kursmakler AG (i) in a public offering in Germany and Austria, (ii) to selected institutional investors in Europe, (iii) to qualified institutional buyers in the U.S. in compliance with the exemption from the registration requirements provided by Rule 144A under the U.S. Securities Act of 1933, as amended, or in accordance with another exemption under the U.S. Securities Act of 1933, as amended, and (iv) in offshore transactions in reliance on Regulation S under the U.S. Securities Act of 1933, as amended, except for Canada, Australia and Japan.

Epigenomics AG intends to use the net proceeds from the offering to finance its current operations and to build and strengthen the marketing, sales, and distribution capacities for its products, to support ongoing and new product development for its business in cancer screening, diagnosis, disease progression and recurrence monitoring, and assessment of disease prognosis and in this areas in particular the funding of further R&D, clinical trials, regulatory approvals and market introduction of its products that are currently in its product pipeline as well as enhancing and strengthening capabilities related to regulatory affairs and clinical trials, further improvement of the DNA methylation technology, additional in-licensing agreements and strengthening its intellectual property portfolio, as well as for general corporate purposes.

Disclaimer

This publication is not an offer of any securities for sale or a solicitation of an offer to purchase any securities. Any offer of shares will only be made by and on the basis of a prospectus to be published.

This document is not an offer of securities for sale or a solicitation of an offer to purchase securities in the United States. The shares of Epigenomics AG (the "Shares") have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States unless registered under the Securities Act or pursuant to an exemption from such registration. There will be no public offering of the Shares in the United States and the Shares will not be registered under the Securities Act.

This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

This communication expressly or implicitly contains certain forward-looking statements concerning Epigenomics AG and its business. Such statements involve certain known and unknown risks, uncertainties and other factors which could cause the actual results, financial condition, performance or achievements of Epigenomics AG to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Epigenomics AG is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.

Contact:

Epigenomics AG Dr. Achim Plum Senior VP Corporate Development Kleine Präsidentenstr. 1 10178 Berlin Germany +49 30 24345 368 (phone) +49 30 24345 555 (fax) achim.plum@epigenomics.com

end of announcement                               euro adhoc
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Further inquiry note:

Dr. Achim Plum
Sen. VP Corporate Development
Epigenomics AG
Tel: +49 30 24345 368
achim.plum@epigenomics.com

Branche: Biotechnology
ISIN: DE000A0BVT96
WKN: A0BVT9
Index: Prime All Share, Technology All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade
Original-Content von: Epigenomics AG, übermittelt durch news aktuell

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