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GBO increases the cash offer to the shareholders of Vigmed to SEK 1.20 per share

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This announcement is not an offer, whether directly or indirectly, in Australia, Canada, Hong Kong, New Zealand, South Africa or the United States or in any other jurisdictions where such offer pursuant to legislation and regulations in such relevant jurisdictions would be prohibited by applicable law. Shareholders not resident in Sweden who wish to accept the Offer (as defined below) must make inquiries concerning applicable legislation and possible tax consequences. Shareholders should refer to the offer restrictions included in the section titled “Important notice” at the end of this announcement and in the tender offer document which has been published on GBO's website for the Offer (www.gbo-vigmed.se/en/).

Greiner Bio-One GmbH ("GBO") today announces its decision to increase its all-cash offer (the "Offer") to the shareholders of Vigmed Holding AB (publ) ("Vigmed") and to extend the acceptance period.

Summary

  • The Offer consideration is increased from SEK 1.00 to SEK 1.20 in cash per share.
  • The increased Offer values Vigmed at approximately SEK 78.9 million.
  • The acceptance period is extended until and including 27 April 2017 at 5:00 p.m. CEST.
  • As previously communicated, 65.0 per cent of the shares in Vigmed had been tendered in the Offer at the end of the initial acceptance period on 27 March 2017.

"To further improve GBO's offer, we have decided to increase our offer by 20 per cent to SEK 1.20 in cash per share. GBO appreciates that Vigmed's independent bid committee continues to recommend the shareholders to accept GBO's offer. The combination of Vigmed and GBO offers long-term business opportunities and operational advantages for both companies. We can provide Vigmed with the financial and operational resources needed to be active on the competitive market for needle stick protected PIVC products. Through GBO's stable financial position, its strong brand and market position, Vigmed can leverage on GBO's global sales and distribution network and expand its global footprint in an efficient way", said Rainer Perneker, CEO of the Greiner Bio-One group.

Rainer Perneker continued: "We are aware that there is a group of Chinese investors who have communicated an interest to invest in Vigmed, and GBO notes that Vigmed's independent bid committee has assessed that this proposed funding is insufficient to cover Vigmed's long-term capital needs and that it does not resolve Vigmed's current operational challenges in the very competitive syringe market. In addition GBO notes that the Chinese investors’ limited size and wide commercial focus on medicine and medical nutrition may not sufficiently support Vigmed's need to ramp up its sales. The proposed investment would also result in the Chinese investors obtaining significant control over Vigmed. GBO further notes Vigmed's independent bid committee’s conclusion that, even if a potential capital contribution was to be successfully completed, there is a considerable risk that further significant capital injections will be required to realize Vigmed's strategic plans and potential, while it also involves a significant dilution for Vigmed's shareholders. In view of this, GBO's offer is clearly appealing and unequalled, and also already accepted by shareholders representing 65 per cent of the shares in Vigmed."

The increased Offer

On 27 February 2017, GBO announced a recommended public offer to the shareholders of Vigmed to tender all shares in Vigmed to GBO for a consideration of SEK 1.00 in cash per share.

GBO has decided to increase the Offer consideration to SEK 1.20 in cash per share.[1]

The increased Offer represents a premium of:[2]

  • 3.4 per cent compared to the volume-weighted average trading price over the 30 calendar days ending on 24 February 2017 of SEK 1.16 for the Vigmed share; and
  • 21.2 per cent compared to the closing price of SEK 0.99 for the Vigmed share on 24 February 2017, the last day of trading prior to the announcement of the Offer.

The total value of the increased Offer, based on all outstanding 65,749,998 shares in Vigmed, amounts to approximately SEK 78.9 million.

Shareholders who have already tendered their shares in Vigmed in the Offer will automatically benefit from the increased Offer without further action.

On account of the increased Offer as well as to provide the shareholders in Vigmed more time to consider and to accept the increased Offer, GBO has decided to extend the acceptance period until and including 27 April 2017 at 5:00 p.m. CEST.

All conditions for completion of the Offer remain unchanged, including, inter alia, the Offer being accepted to such extent that GBO becomes the owner of more than 90 percent of all shares in Vigmed.

Settlement will be initiated as soon as GBO announces that the conditions for the Offer have been fulfilled or GBO otherwise decides to complete the Offer. If such announcement takes place on 3 May 2017, at the latest, settlement is expected to be initiated on or about 5 May 2017.

Greiner Bio-One GmbH

[1] The consideration under the Offer will be reduced accordingly should Vigmed, prior to the settlement of the Offer, distribute a dividend or in any other way distribute or transfer value to its shareholders.

[2] Source for Vigmed share prices: Capital IQ.

For additional information, please contact:

Georg Heftberger, Chief Financial Officer, Greiner Bio-One GmbH, tel. +43 664 8841 0683

Eric Tapper, Hallvarsson & Halvarsson, tel. +46 8 407 21 80

For information and documentation regarding the Offer, please visit: www.gbo-vigmed.se/en/

This press release was submitted for publication on 13 April 2017 at 8:00 a.m. CEST.

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