Signing of the Definitive Agreements in Connection With the Acquisition by NOVO NORDISK of a Controlling Stake in BIOCORP
19 Junio 2023 - 12:30AM
Business Wire
Regulatory News:
Following the announcement, on June 5th, 2023 of the
contemplated acquisition of BIOCORP Production SA (FR0012788065 –
ALCOR) (Paris:ALCOR) (“BIOCORP“), a French company specialized in
the design, development and manufacturing of delivery systems and
innovative medical devices, by NOVO NORDISK (DK0060534915 –
Novo-B), a leading global healthcare company headquartered in
Denmark whose purpose is to drive change to defeat diabetes and
other serious chronic diseases (“NOVO NORDISK“), BIOCORP’s
employees representative bodies’ were duly informed and consulted,
and have unanimously released on June 9th, 2023, a positive opinion
concerning this transaction.
In this context, BIOCORP announces today the signing of a share
purchase agreement between BIO JAG, BIOCORP’s main shareholder, and
NOVO NORDISK relating to the acquisition of 1,998,800 BIOCORP
shares, representing 45.3% of its share capital and 62.2% of its
theoretical voting rights1 (the “Controlling Stake”), at a price of
EUR 35.00 per share.
NOVO NORDISK would also acquire concomitantly with, and subject
to the acquisition of BIO JAG’s stake, at the same price per share,
the shares held in BIOCORP by certain minority shareholders,
including Nyenburgh, Greenstock and Vatel Capital, representing
together 19% of the share capital and 13.1% of the theoretical
voting rights of BIOCORP1.
The completion of the acquisition of the Controlling Stake and
the acquisition of the shares held by minority shareholders,
representing together 64.4% of the share capital and 75.3% of the
voting rights1 remains subject to customary regulatory
approvals.
As a result of the contemplated transaction, NOVO NORDISK would
file with the French Financial Market Authority (Autorité des
Marchés Financiers – the “AMF“) a mandatory simplified tender offer
on all remaining outstanding BIOCORP shares on the same financial
terms as the acquisition of the Controlling Stake (EUR 35.00 per
share) (the “Offer“). The price of the Offer values 100% of
BIOCORP’s share capital and voting rights at EUR 154.4m.
In this context, BIOCORP has concluded today with NOVO NORDISK a
Tender Offer Agreement, governing BIOCORP’s and NOVO NORDISK’s
respective commitments within the context of the Offer.
Today, BIOCORP’s Board of Directors has decided to appoint
Accuracy, represented by Mr. Henri Philippe as independent expert
consistently with the provisions of Article 261-1 I 2° and 4° and
II of the AMF General Regulations, to establish a report on the
financial conditions of the Offer and to attest the fairness of the
Offer.
The closing of the acquisition of the Controlling Stake, and the
filing of the Offer shall occur during the third semester of
2023.
BIOCORP will keep the market informed of any significant
developments in the above-mentioned operations.
ABOUT BIOCORP
Recognized for its expertise in the development and manufacture
of medical devices and delivery systems, BIOCORP has today acquired
a leading position in the connected medical device market thanks to
Mallya. This smart sensor for insulin injection pens allows
reliable monitoring of injected doses and thus offers better
compliance in the treatment of patients with diabetes. Available
for sale from 2020, Mallya spearheads BIOCORP's product portfolio
of innovative connected solutions. The company has 80
employees.
BIOCORP is listed on Euronext since July 2015 (FR0012788065 –
ALCOR). For more information, please visit www.biocorp.fr.
__________________________________
1Before cancellation of the double voting
rights attached to the shares sold by BIO JAG, and on the basis of
a share capital of 4,412,286 shares representing 6,427,898
theoretical voting rights.
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CONTACTS BIOCORP
Jacques Gardette Chairman of the Board
investisseurs@biocorp.fr
Éric Dessertenne CEO
Sylvaine Dessard Senior Director Marketing & Communication
rp@biocorp.fr + 33 (0)6 88 69 72 85
CONTACTS ULYSSE COMMUNICATION
Bruno Arabian barabian@ulysse-communication.com +33 (0)6 87 88
46 26
Margaux Puech mpuech@ulysse-communication.com +33 (0)7 86 16 01
09
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