DGAP-News: PAION AG PLANS CAPITAL INCREASE WITH

DGAP-News: PAION AG / Key word(s): Corporate Action PAION AG PLANS CAPITAL INCREASE WITH SUBSCRIPTION RIGHTS BY ISSUING UP TO 18.5 MILLION SHARES TO FUND THE REMIMAZOLAM PROGRAMMES REQUIRED FOR APPROVAL IN THE US AND EU 11.04.2014 / 10:58 --------------------------------------------------------------------- NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PRESS RELEASE PAION AG PLANS CAPITAL INCREASE WITH SUBSCRIPTION RIGHTS BY ISSUING UP TO 18.5 MILLION SHARES TO FUND THE REMIMAZOLAM PROGRAMMES REQUIRED FOR APPROVAL IN THE US AND EU - Planned use of proceeds: Approx. EUR 20-25 million for the US development, approx. EUR 15-20 million for the EU development and approx. EUR 5-10 million for premarketing activities for Remimazolam - Decision on capital increase planned for Annual General Meeting on 21 May 2014 Aachen (Germany), 11 April 2014 - The biopharmaceutical company PAION AG (ISIN DE000A0B65S3; Frankfurt Stock Exchange Prime Standard: PA8) has today decided by resolution of the Management Board and with approval of the Supervisory Board of the same day, to recommend to the Annual General Meeting to resolve upon a capital increase by issuing up to 18.5 million shares. The resolution on this capital increase is planned to be adopted at the upcoming Annual General Meeting, which will be held on 21 May 2014. The capital increase will be implemented following a decision by the Annual General Meeting in the second quarter 2014. It is planned to offer the new shares first to the shareholders of the company by way of indirect subscription rights. A trading in subscription rights shall be set up. All new shares that are not subscribed for shall be placed with institutional investors by way of an accelerated bookbuilt offering. The subscription price shall be determined by the Management Board immediately before the beginning of the subscription period at an appropriate discount to the share price. The net proceeds from the offering shall be used primarily for the further development of Remimazolam in the US and the EU. For the completion of the Phase III programs PAION currently anticipates, subject to further consultations with the regulatory authorities, costs in the amount of approximately EUR 20-25 million for the US and approximately EUR 15-20 million for the EU. Remaining proceeds from the capital increase in the amount of approximately EUR 5-10 million could be invested in premarketing activities. In this transaction, Close Brothers Seydler Bank AG (Germany) act as the Sole Global Coordinator and Bookrunner. Blättchen Financial Advisory GmbH acts as advisor to PAION on the transaction. "For the last 6 months we have seen a continued and strong interest in PAION and in Remimazolam. We would like to take advantage of the current interest in PAION in order to further develop Remimazolam until market approval with the funds from the capital increase and become increasingly active in pre-marketing activities " commented Dr. Wolfgang Söhngen, CEO of PAION. "The approval of Remimazolam would bring benefit to patients undergoing a broad range of procedures and represent a significant step towards our vision to become a true "PAIONeer in anaesthesia"." ### About PAION PAION AG is a publicly-listed biopharmaceutical company headquartered in Aachen, Germany with a second site in Cambridge, UK. The company has a track record in developing hospital-based treatments for which there is substantial unmet medical need. PAION AG is transforming its business model from a pure development company to a specialty pharmaceutical company with a focus on anaesthesia products to take advantage of the unique profile of its main compound, Remimazolam. Contact Ralf Penner Director Investor Relations / Public Relations PAION AG Martinstrasse 10-12 52062 Aachen - Germany Phone: +49 241 4453-152 E-mail: r.penner@paion.com www.paion.com Disclaimer: This release contains certain forward-looking statements concerning the future business of PAION AG. These forward-looking statements contained herein are based on the current expectations, estimates and projections of PAION AG's management as of the date of this release. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors. Should actual conditions differ from the Company's assumptions, actual results and actions may differ materially from any future results and developments expressed or implied by such forward-looking statements. Considering the risks, uncertainties and other factors involved, recipients should not rely unreasonably upon these forward-looking statements. PAION AG has no obligation to periodically update any such forward-looking statements to reflect future events or developments. This release does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities of PAION AG in the United States, Germany or any other jurisdiction. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. The offer will be made exclusively by and on the basis of a securities prospectus that will be published following approval by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). It is anticipated that this prospectus will be published on PAION AG's website and that free-of-charge copies will, inter alia, be made available at the premises of PAION AG (Martinstrasse 10-12, 52062 Aachen, tel.: +49 241 4453-0). The securities of PAION AG may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of PAION AG have not been, and will not be, registered under the Securities Act. In the United Kingdom, this document is only being distributed to and is only directed at persons who (i) are investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. End of Corporate News --------------------------------------------------------------------- 11.04.2014 Dissemination of a Corporate News, transmitted by DGAP - a company of EQS Group AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- Language: English Company: PAION AG Martinstr. 10-12 52062 Aachen Germany Phone: +49 (0)241-4453-0 Fax: +49 (0)241-4453-100 E-mail: info@paion.com Internet: www.paion.com ISIN: DE000A0B65S3 WKN: A0B65S Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr in Berlin, Düsseldorf, Hamburg, München, Stuttgart End of News DGAP News-Service --------------------------------------------------------------------- 262822 11.04.2014