Beskrivning
Land | Norge |
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Lista | OAX Equities |
Sektor | Hälsovård |
Industri | Läkemedel & Handel |
2020-05-28 08:30:12
Offer to unconditionally acquire up to 11.0% of the shares in NattoPharma ASA and an intention to make a voluntary offer to acquire all the remaining outstanding shares in NattoPharma ASA NOT FOR DISTRIBITION IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL Intention to launch voluntary offer on all shares Kappa Bioscience AS ("Kappa") hereby announces its intention to make an offer to acquire all the outstanding shares in NattoPharma ASA (the "Voluntary Offer") provided that the conditions for launch of the Voluntary Offer set out below are fulfilled. The offer price will be NOK 12.75 per share (the "Offer Price") and will be settled in cash. The Offer Price is based on publicly available information and represents a premium of 16.1, 22.3 and 26.3 percent to the company's volume weighted average share price for the 3-, 6- and 12-month periods ending on 27 May 2020. Launch of the Voluntary Offer is conditional upon NattoPharma ASA ("NattoPharma") giving Kappa access to conduct a customary due diligence, satisfactory completion of the due diligence review, in Kappa's sole discretion, financing from existing lenders to partly finance the Voluntary Offer, the business of NattoPharma being conducted only in the ordinary course, no distribution from the company and the final approval of the board of directors of Kappa to make the Voluntary Offer. The Voluntary Offer, if made, would be subject to customary conditions, such as an acceptance level to be determined, absence of a material adverse change, all regulatory approvals being obtained (if any) and other customary conditions. Unconditional offer to acquire up to 11.0% of the shares in NattoPharma Kappa further announces an unconditional offer to acquire up to 2,127,573 shares in NattoPharma, representing approx. 11.0% of the company's share capital at a price of NOK 12.75 per share on a first come first serve basis (the "Offer"). Sales offers can be made from publication of this notice and accepted sales offers will be settled on a continuous basis as soon as possible after acceptance. The Offer ends at the earliest of the date Kappa has acquired 2,127,573 shares and 12 June 2020 (the "Offer Period"). Shareholders who wish to sell shares should contact Carnegie AS, phone +47 22 00 93 40, email kappa@carnegie.no. Shares may also be acquired through trades at the Oslo Stock Exchange. Kappa reserves the right at its sole discretion to terminate the Offer, shorten or extend the Offer Period, reject and/or reduce any sale order as well as making any amendments to the terms of the Offer. Completion of the Offer is not conditional on the conditions for launch of Voluntary Offer being fulfilled or waived. Background Kappa has the ambition to be a market leader in the global vitamin K2 segment. The strength of Kappa’s proprietary production technology and patent portfolio provides the company with an unassailable global cost and quality leadership position. Kappa’s owners are prepared to invest heavily to support the company in its technology development and global growth ambitions, while ensuring that Kappa’s patent position is acknowledged by the market and all its participants. The proposed acquisition of NattoPharma confirms this ambition. About Kappa Bioscience AS Kappa Bioscience AS is a Norwegian entity founded in December 2006. Utilizing advanced production technology based on a strong patent portfolio, Kappa has secured global leadership in the production and development of vitamin K2, which is one of the fastest-growing health ingredients worldwide. Kappa is currently the leading vendor of vitamin K2 for use in various formulations, and Kappa’s leadership in the vitamin K2 market is further exemplified by its recent patent expansion in the production of vitamin K2 as pure MK-7 (menaquinone-7). While vitamin K2 provides the cornerstone for Kappa’s business, Kappa also offers a range of bone and heart health category ingredients in several forms and concentrations. A key objective going forward is to make vitamin K2 accessible for the global food supplement and fortified food market. Kappa will continue to serve the market with pure and stable forms of MK-7 products. With regulatory approvals in leading markets, including US self-affirmed GRAS and an NDIN, Kappa’s vitamin K2 MK-7 can be used in most applications, also in conventional foods. Advisers and contact Carnegie AS is acting as financial advisor and Advokatfirmaet Wiersholm AS is acting as legal advisor to Kappa in connection with the Voluntary Offer and the Offer. For additional information please contact: Egil Greve, President & CEO Kappa Bioscience AS, +47 95 10 95 65, egil.greve@kappabio.com Stefan Schander Slemdal, Carnegie AS, +47 40 64 04 26, stefan.slemdal@carnegie.no