Vis børsmeldingen
Oslo, 15[th] February 2021: Reference is made to the press release dated 2 June
2020 regarding the strategic review of NattoPharma ASA (“NattoPharma” or the
“Company”) and the engagement of ABG Sundal Collier ASA to investigate various
alternatives to maximize shareholder values.
Compagnie des Levures Lesaffre (“Lesaffre” or the “Offeror”) and NattoPharma
hereby announce that Lesaffre will launch an offer to acquire all outstanding
shares of NattoPharma through a voluntary cash offer of NOK 30 per share (the
“Offer”). The Board of Directors of NattoPharma has unanimously decided to
recommend the shareholders of the Company to accept the Offer. Lesaffre is a
player in the fermentation industry, leveraging innovation and industrial
platforms to produce fermentation products that are used in a diverse and
growing set of applications including Baking, but also Food Taste and Pleasure,
Health Care (Human, Animal and Plant) and Industrial Biotechnology.
The offer price of NOK 30 per share represents a 41%, 56% and 61% premium to the
volume-weighted average closing price over respectively 1 month, 3 months and 6
months. Further, the offer price represents a 100% premium to the closing price
on 2 June 2020, being the date when the Board of Directors of NattoPharma
initiated the strategic review. The Offer represents a 22% premium to the latest
closing price on 12 February 2021 and values the total equity of NattoPharma at
NOK 631m on a fully diluted basis.
NattoPharma is a public limited liability company listed on Euronext Expand Oslo
and is headquartered in Oslo. NattoPharma is the world’s leader in vitamin K2
research and development, and is the owner and exclusive distributer of MenaQ7®
Vitamin K2 as MK-7, the best documented, vitamin K2 as menaquinone-7 (MK-7) with
guaranteed actives and stability, clinical substantiation, and international
patents granted and pending, and now the new MenaQ7® Full Spectrum, which
delivers menaquinones 6, 7, 8, and 9. The company has a multi-year research and
development program to substantiate and discover the health benefits of vitamin
K2 for applications in the marketplace for functional food and dietary
supplements.
“We are impressed with Lesaffre´s track record and global reach and we are
confident that partnering up with their team will enable us to reach the next
level. We are excited about the opportunities ahead and we will continue
developing and delivering world class products to our joint customer base.” said
Kjetil Ramsøy, CEO of NattoPharma.
“Lesaffre is already an established supplier of vitamin K2, and as such we are
very appreciative of the successful business the NattoPharma team has built over
the years. We believe that joining forces would help further expand the
awareness about and access to the benefits of vitamin K2 to support the health
capital of consumers. We thank the Board of Directors of NattoPharma for their
unanimous support to our friendly approach and we truly believe that our Offer
delivers an attractive value for all the shareholders of NattoPharma” said
Antoine Baule, CEO of Lesaffre.
“Over the last years, NattoPharma has built a solid platform for its future
growth and development. Throughout the strategic review process initiated in
June 2020 the Board of Directors of NattoPharma has focused on maximizing
shareholder values. We have reached an agreement with Lesaffre, that in the
opinion of the Board of Directors reflects the potential in NattoPharma for the
years ahead. Moreover, the industrial rationale for a combination of the two
companies is substantial and we regard Lesaffre as an optimal acquirer of the
company. We are of the opinion that the Offer recognizes the financial and
strategic value of NattoPharma and delivers an attractive premium to the
shareholders.”, said Frode Marc Bohan, Chairman of the Board of NattoPharma.
The Board of Directors of NattoPharma supports the Offer and unanimously
recommends the shareholders of NattoPharma to accept the Offer. The Offeror has
received pre-commitments for in total 11,373,737 shares, including from all
shareholders represented at the Board of Directors as well as the top management
of the Company, representing 54.07% of the total share capital of NattoPharma,
on a fully diluted basis excluding treasury shares, subject to certain customary
conditions. Such commitments include irrevocable pre-acceptances from the
primary insiders of NattoPharma, representing a total of 39.97% of the share
capital of NattoPharma, on a fully diluted basis excluding treasury shares.
About the Offer:
· The offer price of NOK 30 will be settled in cash.
· The Offeror is due to launch the Offer in February 2021 pursuant to an offer
document to be approved by the Oslo Stock Exchange (the “Offer Document”).
· The completion of the Offer will be subject to satisfaction of certain
customary conditions, including, but not limited to, that the Offeror obtains
(i) a minimum acceptance level of 90% of the issued and outstanding share
capital of NattoPharma and (ii) relevant regulatory approvals.
The Offer will not contain any conditions as to financing or due diligence.
The complete details of the Offer, including all terms and conditions, will be
included in the Offer Document to be sent to the Company’s shareholders
following review and approval by the Oslo Stock Exchange pursuant to Chapter 6
of the Norwegian Securities Trading Act. The offer period is expected to
commence in the first half of March and continue for a period of 2 weeks,
subject to any extensions. The Offeror must publicly announce that the
conditions for completion of the Offer have been satisfied or waived at the
latest at 16:30 CET on 31 May 2021, unless otherwise agreed between the Company
and the Offeror. Shareholders are urged to read the Offer Document when it
becomes available as it will contain important information, including the
unanimous recommendation from the Board of Directors of NattoPharma.
As part of the transaction agreement with the Offeror (the “Transaction
Agreement”), the Board of Directors of NattoPharma has subject to customary
conditions undertaken to only amend, qualify or withdraw its recommendation of
the Offer if a competing offer is made, and the Board of Directors of the
Company, acting in good faith and taking into account all aspects of such offer,
considers it to be more favourable to the shareholders of NattoPharma, and the
Offeror has not matched the superior offer within five business days.
Withdrawal, amendment or qualification of the recommendation from the Board of
Directors of NattoPharma as well as a material breach of the Transaction
Agreement will trigger an obligation for the Company to pay an amount equal to
up to NOK 25 million in documented costs associated with the process and the
Offer.
The pre-commitments of the primary insiders entered into prior to the Offer will
remain binding and cannot be terminated unless (i) the Offer Period is not
commenced on or prior to 15 March 2021, or (ii) the Offeror has not, on or
prior to 16:30 CET on 31 May 2021, publicly announced that the conditions for
closing of the Offer have been satisfied or waived by the Offeror, unless the
Company and the Offeror has agreed to extend such date to a later date (in which
event such later date will apply).
The pre-commitments of the other shareholders entered into prior to the Offer
will remain binding subject to the same conditions as set out above, but may in
addition be terminated if a competing offer is made, and the Board of the
Company, acting in good faith and taking into account all aspects of such offer,
considers it to be more favourable to the shareholders of the Company, and the
Offeror does not match such superior offer within five business days of having
been notified of the competing offer and such competing offer is thereafter
recommended by the Board.
Further, subject to the same terms as the pre-commitments of the primary
insiders, the holders of options issued by the Company to primary insiders and
other employees, in total 1,200,850 share options, have agreed to exercise their
options and to sell the shares issued pursuant to the options to the Offeror
subject to that the Offeror announces that the closing conditions have been
fulfilled or waived by the Offeror.
This notification does not in itself constitute an offer. The Offer will only be
made on the basis of the Offer Document and can only be accepted pursuant to the
terms of the Offer Document. The Offer will not be made in any jurisdiction in
which the making of the Offer would not be in compliance with the laws of such
jurisdiction.
The Offeror intends to make a compulsory acquisition of the remaining shares in
NattoPharma upon acquiring more than 90% of the shares in NattoPharma under the
Offer. Further, subject to the outcome of the Offer, the Offeror intends to
propose to the general meeting of NattoPharma that an application is filed with
the Oslo Stock Exchange to de-list shares of NattoPharma from Euronext Expand
Oslo.
NattoPharma will engage an independent third party to provide the formal
statement about the Offer to be issued in accordance with section 6-16 (1) cf. 6
-19 (1) of the Norwegian Securities Trading Act.
Rothschild is acting as financial adviser to Lesaffre and the Offeror and Nordea
Bank Abp, filial i Norge, is acting as receiving agent. Advokatfirmaet
Thommessen AS is acting as the Norwegian legal adviser, and Linklaters is acting
as the French legal adviser, to Lesaffre and the Offeror in connection with the
Offer.
ABG Sundal Collier ASA is acting as financial adviser and Advokatfirmaet CLP DA
is acting as Norwegian legal adviser to NattoPharma.
For further information, please contact:
NattoPharma:
NattoPharma ASA
Att: Kjetil Ramsøy
Telephone: +47 906 12 943
Email: kjetil.ramsoy@nattopharma.com
Lesaffre:
Agence Wellcom
Att: Valérie Lassale/Chloe Bencivengo
Telephone: +33(0)1 46 34 60 60
Email: lesaffre@wellcom.fr
About NattoPharma:
NattoPharma is a public limited liability company listed on Euronext Expand Oslo
and is headquartered in Oslo. NattoPharma is the world’s leader in vitamin K2
research and development, and is the owner and exclusive distributer of MenaQ7®
Vitamin K2 as MK-7, the best documented, vitamin K2 as menaquinone-7 (MK-7) with
guaranteed actives and stability, clinical substantiation, and international
patents granted and pending, and now the new MenaQ7® Full Spectrum, which
delivers menaquinones 6, 7, 8, and 9. The company has a multi-year research and
development program to substantiate and discover the health benefits of vitamin
K2 for applications in the marketplace for functional food and dietary
supplements.
About Lesaffre:
A key global player in fermentation for more than a century, Lesaffre, with a
2.2 billion euro turnover, and established on all continents, counts 10,700
employees and more than 70 nationalities. On the strength of this experience and
diversity, we work with customers, partners and researchers to find ever more
relevant answers to the needs of food, health, naturalness and respect for our
environment. Thus, every day, we explore and reveal the infinite potential of
microorganisms.To nourish 10 billion people, in a healthy way, in 2050 by making
the most of our planet’s resources is a major and unprecedented issue. We
believe that fermentation is one of the most promising answers to this
challenge.
Important notice:
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
Lesaffre and the Offeror assume no responsibility in the event there is a
violation by any person of such restrictions. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.
THE OFFER WILL NOT BE MADE IN ANY JURISDICTION IN WHICH MAKING OF THE OFFER
WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICITON. THIS ANNOUNCEMENT
DOES NOT IN ITSELF CONSTITUTE AND OFFER. THE OFFER WILL ONLY BE MADE ON THE
BASIS OF THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF
SUCH DOCUMENT.
The Offer is subject to disclosure and procedural requirements of the Kingdom of
Norway which are different from those in the United States. In addition, the
payment and settlement procedures with respect to the Offer will comply with the
relevant Norwegian rules, which differ from United States payment and settlement
procedures.
This information is subject to the disclosure requirements of NattoPharma
pursuant to section 5 -12 of the Norwegian Securities Trading Act.
Kilde
