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 companyDREIEICH, Germany I April 7, 2017 I 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.
SOURCE: Biotest
