Not for release, publication or distribution in Australia, Canada, Japan or the United States. This document does not constitute an offer to sell or the solicitation of an offer to buy the securities of NeuroSearch A/S (the “Securities”) in Australia, Canada, Japan or the United States, or in any other jurisdiction. The Securities 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 issuer of the Securities has not registered, and does not intend to register, any portion of the Offer in the United States, and does not intend to conduct a public offering of Securities in the United States. Announcement -------------------------------------------------------------------------------- | NeuroSearch issues 185,755 new shares to the sellers of Carlsson Research AB | | as milestone payment relating to the start of ACR343 Phase I study | -------------------------------------------------------------------------------- | The Board of Directors of NeuroSearch today decided to initiate a capital | | increase by way of a directed issuance of 185,755 new shares of DKK 20 each | | at a price of DKK 319.21 per share to the sellers of Carlsson Research AB. | | The capital increase is carried out as settlement of the milestone payment | | that fell due to the sellers of Carlsson Research AB in connection with the | | first dosing of ACR343 in a clinical Phase I study. | Reasons for and use of proceeds from the capital increase | | In announcement no. 37-07 of 18 December 2007, NeuroSearch stated that it | | had initiated a clinical Phase I study with ACR343 for the purpose of | | developing this drug candidate as a new treatment for Parkinson's disease. | | The initiation of the Phase I study triggered a milestone payment of SEK 75 | | million (DKK 59.3 million / EUR 8.0 million) to the sellers of Carlsson | | Research AB, which NeuroSearch has decided to settle in the form of the | | issuance of 185,755 new shares of DKK 20 nominal value each at a price of | | DKK 319.21, corresponding to a total value of DKK 59,294,853.55. | The purpose of the directed offering is to settle the milestone payment to | | the sellers of Carlsson Research AB as described above. | Exercise of authorisation to increase the share capital | | The capital increase of 185,755 new shares is conducted on the basis of | | article 5 of the Articles of Association of the company authorising the | | Board of Directors to increase the share capital of the company. | In accordance with the share purchase agreement with the sellers of Carlsson | | Research AB the shares are issued at a market price of DKK 319.21, | | calculated as the average market price of NeuroSearch's shares during the | | ten banking days period comprising the five banking days prior to | | announcement of the milestone per 18 December 2007, the date of the | | announcement and the four banking days thereafter. The new shares are issued | | without preemption rights for the company's current shareholders. The shares | | are subscribed by the sellers of Carlsson Research AB by conversion of the | | receivable that became due to them at the attainment of the above-mentioned | | milestone. | | | | The capital increase will equal approx. 1.2% of the company's current | | nominal capital of DKK 304,853,740 (15,242,687 shares of DKK 20 nominal | | value each). After the capital increase, the share capital of the company | | will amount to nominal value DKK 308,568,840, corresponding to 15,428,442 | | shares of DKK 20 nominal value each. | The new shares will rank pari passu with the existing shares in the company. | | The new shares will be issued to bearer but may be registered in the name of | | the holder in the company's register of shareholders. The new shares will be | | negotiable instruments and are subject to the same rules as the existing | | shares in terms of redemption, voting rights and other rights. No shares, | | including the new shares, carry any special rights. The new shares will | | carry the right to dividends, including any dividends in respect of the | | financial year 2007, and other rights in the company from the time when the | | capital increase is registered with the Danish Commerce and Companies | | Agency. | Pursuant to the share purchase agreement with the sellers of Carlsson | | Research AB, the new shares will be subject to a lock-up which will expire | | 30 days from today. | Listing | | The new shares will be subscribed as well as admitted to trading and | | official listing on OMX Nordic Exchange Copenhagen A/S in the ISIN of the | | company's existing shares (ISIN DK0010224666) after registration with the | | Commerce and Companies Agency. | NeuroSearch's issuing agent is Nordea Bank Danmark A/S. | Subscription Price | | The subscription price is calculated as the average market price of | | NeuroSearch's shares during the ten banking days period comprising the five | | banking days prior to announcement of the milestone per 18 December 2007, | | the date of the announcement and the four banking days thereafter. This | | corresponds to a subscription price of DKK 319.21 per share of DKK 20 | | nominal value each. | | Development in share capital and ownership | | Following completion of the capital increase, NeuroSearch's share capital | | will be DKK 308,568,840 divided into 15,428,442 shares of DKK 20 nominal | | value each. Nominal share capital (DKK) Number of shares of DKK 20 Share capital as of 16 January 2008 (before the capital increase) 304,853,740 15,242,687 Capital increase following conversion of receivables 3,715,100 185,755 Total 308,568,840 15,428,442 | The following shareholders have notified NeuroSearch that they hold more | | than 5% of the company's share capital and votes: On 23 March 2007 A.J. | | Aamund A/S and Asger Aamund announced that they together held 5.12% of the | | company's share capital and votes, on 27 November 2007 ATP announced that it | | held 10.55% of the company's share capital and votes, on 19 December 2003 | | Glaxo Group Limited announced that it held 8.0% of the company's share | | capital and votes and on 2 August 2002 Oppenheimer Funds Inc. announced that | | it held 8.75% of the company's share capital and votes. | | It is the duty of shareholders to give notice to the company of any changes | | in their shareholding or voting rights leading them to cross certain | | thresholds of 5%. The company will issue a company announcement in the event | | it receives such notice from a shareholder. It is outside the authority of | | the company to make any company announcement of major shareholdings unless | | prior notice from a shareholder has been received. Thus, changes may have | | occurred in the stated share capital or voting rights of major shareholders | | since the date indicated for the announcement. | | | | Expected timetable for the capital increase Date / Event 17 January 2008 The Board of Directors exercises its authorisation to increase the share capital (As soon as possible after subscription) The new shares are registered with the Danish Commerce and Companies Agency (As soon as possible after subscription) The new shares are issued and registered with VP (As soon as possible after registration with the Commerce and Companies Agency) The new shares are admitted for trading and official listing on OMX Nordic Exchange Copenhagen A/S under the existing ISIN The new shares are admitted for trading and official listing on OMX | | Nordic Exchange Copenhagen A/S under the existing ISIN | Taxation of dividends | | Dividends are subject to dividend tax. Reference is made to applicable | | rules, including any double taxation treaties, if relevant. | | Outlook including the capital increase | | The forecasts made by NeuroSearch for the financial year 2007 are maintained | | as announced in the Q3 Report dated 28 November 2007. | NeuroSearch will announce its forecasts for the financial year 2008 in | | connection with its annual announcement for 2007, which will be published on | | 5 March 2008 in accordance with the company's financial calendar. | Expenses relating to the offering | | It is expected that the costs relating to the offering will amount to | | approximately DKK 0.5 million. | | Additional information | | NeuroSearch's company registration (CVR) no. is 12546106. | | NeuroSearch's accounting reference period is 1 January to 31 December. | Asger Aamund | | Chairman -------------------------------------------------------------------------------- | Contact persons: | Telephone: | -------------------------------------------------------------------------------- | Flemming Pedersen, CEO | +45 2148 0118 | -------------------------------------------------------------------------------- | Hanne Leth Hillman, Vice President, Director | +45 4460 8212 or | | of Investor Relations & Corporate | +45 4017 | | Communications | 5103 | -------------------------------------------------------------------------------- | This announcement contains certain statements that are forward-looking, | | including statements with respect to the development of the company's drug | | pipeline, its planned use of proceeds and its forecast for 2007. Such | | forward-looking statements are not guarantees of future performance and | | involve risks and uncertainties, and actual results may differ materially | | from those in the forward-looking statements as a result of various factors. | | Readers are cautioned not to place undue reliance on those forward-looking | | statements, which speak only as of the date hereof. | | NeuroSearch (NEUR) is a Scandinavian biopharmaceutical company listed on the | | OMX Nordic Exchange Copenhagen A/S. Our core business covers the development | | of novel drugs, based on a broad and well-established drug discovery | | platform focusing on ion channels and CNS disorders. A substantial part of | | the company's activities are partner financed through a broad alliance with | | GlaxoSmithKline (GSK) and collaborations with among others Abbott and | | Astellas. The drug pipeline comprises 13 clinical (Phase I-III) development | | programmes: ACR16 in Huntington's disease (Phase III in preparation), | | tesofensine in obesity (Phase III in preparation), NS2359 in depression | | (Phase II) and ADHD (Phase II) in partnership with GSK, NS1209 in | | epilepsy/pain (Phase II), ABT-894 in ADHD (Phase II) and pain (Phase II) in | | partnership with Abbott, ACR16 in schizophrenia (Phase I) in partnership | | with Astellas, ACR325 in bipolar disorder/Parkinson's disease (Phase I), | | ABT-107 as well as ABT-560 for the treatment of various CNS diseases - both | | (Phase I) in collaboration with Abbott, NSD-644 in pain a.o. (Phase I) in | | partnership with GSK and ACR343 in Parkinson's disease (Phase I). In | | addition, NeuroSearch has a broad portfolio of preclinical drug candidates | | and holds equity interests in several biotech companies. | --------------------------------------------------------------------------------