07.04.2017
Biotest AG DE0005227235
DGAP-News: Biotest AG: Biotest AG and Creat enter into Business Combination Agreement
DGAP-News: Biotest AG / Key word(s): Merger
Biotest AG: Biotest AG and Creat enter into Business Combination Agreement
07.04.2017 / 12:40
The issuer is solely responsible for the content of this announcement.
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PRESS RELEASE
Biotest AG and Creat enter into Business Combination Agreement
- Chinese strategic investor Creat to make a voluntary public takeover offer
- Shareholders will be offered EUR 28.50 in cash per Biotest ordinary share
and EUR 19.00 in cash per Biotest preference share
- Offer represents a premium of 55% per ordinary share and 15% per
preference share to the three month volume weighted average share price
prior to the announcement on 29 March 2017
- Minimum acceptance threshold of 75 percent of ordinary shares
- Management Board and Supervisory Board welcome and support the takeover
offer
- OGEL GmbH has undertaken to irrevocably tender its shares
- Biotest and Creat view the transaction as an opportunity to further
develop the company
Dreieich, 7 April 2017. Biotest AG (Biotest), Tiancheng International
Investment Limited, Hong Kong and Blitz 17-623 AG (in future: Tiancheng
(Germany) Pharmaceutical Holdings AG), affiliated companies controlled by
Creat Group Corporation (together "Creat"), today announced that they have
signed a Business Combination Agreement (BCA) under which Creat will make a
voluntary public takeover offer for all outstanding publicly-traded ordinary
and preference shares of Biotest. Under the terms of the agreement, Biotest
shareholders will be offered EUR 28.50 in cash per ordinary share and EUR
19.00 in cash per preference share. Subject to the review of the offer
document in the reasoned opinion, the Management Board and Supervisory Board
welcome and support the voluntary takeover offer.
Pursuant to Creat's announcement today, the transaction values Biotest at
EUR 1.3 billion, including net debt (Enterprise Value). The offer represents
a premium of 55% per ordinary share and 15% per preference share to the
three month volume weighted average share price prior to the announcement of
a potential transaction on 29 March 2017. The offer will be subject to
certain closing conditions, including regulatory approvals and a minimum
acceptance threshold of 75% of Biotest's ordinary shares. The members of the
Management Board intend to accept the offer and to tender their personal
shares.
Biotest has been informed that Biotest's majority shareholder, OGEL GmbH,
supports the transaction and has today entered into an agreement with Creat
to irrevocably accept the offer and to tender its shares, which represent
50.61% of all outstanding ordinary shares.
Together with Creat, Biotest aims to strengthen and expand its global
competitiveness by continuing to develop new products, further pursuing
existing projects such as Biotest Next Level (BNL) as well as by expanding
its international presence.
Dr. Bernhard Ehmer, CEO of Biotest AG: "We welcome the offer by Creat and
see significant potential that Creat helps to strengthen our Biotest Next
Level strategy, allowing for additional investments in our business. This
transaction would deliver immediate value for shareholders and long-term
value for the company. Creat's commitments on a number of key issues are
vital for Biotest and demonstrate the value that Creat places in our
employees and our market position around the world."
Xu Wu, CEO of Creat, says: "We intend to develop Biotest in line with the
current management business plan to help unlock the company's full
potential. Maintaining and building upon Biotest's strong talent base, its
headquarters and corporate identity, we will support the required
investments in products, R&D and the BNL. Our support and investment will
help create additional jobs in Germany and further increase the supply of
life-saving products to patients. We look forward to working with the team
at Biotest, for which we have the highest respect, on these ambitious
plans."
OGEL GmbH comments: "As majority shareholder of Biotest, it is crucial that
we do what is best for the company and its development. We have
significantly supported Biotest since its foundation, and we continue to see
great potential for the company in this sector. We are convinced that Creat
is a competent partner for Biotest that will support the company in the
implementation of BNL and ensure its long-term success."
Biotest and Creat have entered into a Business Combination Agreement for a
period of five years. Under the terms of the BCA, Creat has agreed to
maintain Biotest's corporate seat in Dreieich, to maintain Biotest's
corporate name, brand and product names, and also to increase employment
levels consistent with the current management business plan and to adhere to
existing shop and collective bargaining agreements and employee
co-determination.
The offer document, which is subject to approval by the German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht BaFin), will be published at a later date in
accordance with the German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz (WpÜG)). The offer document will
further be made available on www.Biotest.com
Credit Suisse is acting as financial advisor and Ashurst LLP is acting as
legal advisor to Biotest AG.
About Biotest
Biotest is a provider of plasma proteins and biological drugs. With a value
added chain that extends from pre-clinical and clinical development to
worldwide sales, Biotest has specialised primarily in the areas of clinical
immunology, haematology and intensive medicine. Biotest develops and markets
immunoglobulins, coagulation factors and albumins based on human blood
plasma. These are used for diseases of the immune and haematopoietic
systems. In addition Biotest develops monoclonal antibodies in the
indications of cancer of plasma cells and systemic lupus erythematosus which
are produced by recombinant technologies. Biotest has more than 2,500
employees worldwide. The preference shares of Biotest AG are listed in the
SDAX on the Frankfurt stock exchange.
IR contact
Dr. Monika Buttkereit
phone: +49-6103-801-4406
email: [email protected]
PR contact
Dirk Neumüller
phone: +49-6103-801-269
email: [email protected]
Biotest AG, Landsteinerstr. 5, 63303 Dreieich, Germany, www.biotest.com
Ordinary shares: securities' ID No. 522720; ISIN DE0005227201
Preference shares: securities' ID No. 522723; ISIN DE0005227235
Listing: Prime Standard
Open Market: Berlin-Bremen, Düsseldorf, Frankfurt, Hamburg, Hanover, Munich,
Stuttgart
Disclaimer
This document contains forward-looking statements on overall economic
development as well as on the business, earnings, financial and assets
position of Biotest AG and its subsidiaries. These statements are based on
current plans, estimates, forecasts and expectations of the company and are
thus subject to risks and elements of uncertainty that could result in
significant deviation of actual developments from expected developments. The
forward-looking statements are only valid at the time of publication.
Biotest does not intend to update the forward-looking statements and assumes
no obligation to do so.
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07.04.2017 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: Biotest AG
Landsteinerstraße 5
63303 Dreieich
Germany
Phone: 0 61 03 - 8 01-0
Fax: 0 61 03 - 8 01-150
E-mail: [email protected]
Internet: http://www.biotest.de
ISIN: DE0005227235, DE0005227201
WKN: 522723, 522720
Indices: SDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
End of News DGAP News Service
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563259 07.04.2017
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