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Oslo, 25[th] February 2021: Reference is made to the press release dated 15
February 2021 regarding Compagnie des Levures Lesaffre’s (“Lesaffre” or the
“Offeror”) intention to launch a voluntary cash offer for all outstanding shares
of NattoPharma ASA (“NattoPharma” or the “Company”) at an offer price of NOK 30
per share (the “Offer”).
Lesaffre and NattoPharma have agreed to make certain amendments to the Offer, as
follows:
· The offer price is increased to NOK 35 per share; and
· The condition of a minimum acceptance level of 90% of the issued and
outstanding share capital of NattoPharma (on a fully diluted basis) is reduced
to 66.67%.
The revised offer price of NOK 35 per share represents a 16.7% premium to the
previous offer dated 15 February 2021. The Offer values the total equity of
NattoPharma at NOK 736m on a fully diluted basis excluding treasury shares.
The Board of Directors of NattoPharma supports the Offer and unanimously
recommends the shareholders of NattoPharma to accept the Offer. The Offeror has
received irrevocable pre-commitments, including from all shareholders
represented at the Board of Directors as well as the top management of the
Company, which together with the agreements entered into with the option holders
in the Company providing for an unconditional obligation to exercise the options
and tender the option shares to the Offeror, comprises 12,777,054 shares
representing 60.74% of the total share capital of NattoPharma, on a fully
diluted basis excluding treasury shares. These pre-commitments are binding and
cannot be terminated or withdrawn even in event of a higher competing offer,
unless (i) the Offer Period is not commenced on or prior to 19 March 2021, or
(ii) the Offeror has not, on or prior to 16:30 CET on 31 May 2021 (or such later
date agreed between the Company and the Offeror), publicly announced that the
conditions for closing of the Offer have been satisfied or waived by the
Offeror.
About the Offer:
The offer price of NOK 35 will be settled in cash.
The Offeror is due to launch the Offer in March 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 66.67% 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 undertaken to recommend
the Offer. 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 of up to NOK 25 million in documented costs associated with the process
and the Offer.
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.
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