Board of Directors of NattoPharma recommends voluntary cash offer by Lesaffre to acquire all shares in NattoPharma
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
Oslo, 15th February 2021: Reference is made to the press release dated 2 June 2020 regarding the strategic review of NattoPharma ASA ("NattoPharma" or the "Company") and the engagement of ABG Sundal Collier ASA to investigate various alternatives to maximize shareholder values.
Compagnie des Levures Lesaffre (“Lesaffre” or the “Offeror”) and NattoPharma hereby announce that Lesaffre will launch an offer to acquire all outstanding shares of NattoPharma through a voluntary cash offer of NOK 30 per share (the "Offer"). The Board of Directors of NattoPharma has unanimously decided to recommend the shareholders of the Company to accept the Offer. Lesaffre is a player in the fermentation industry, leveraging innovation and industrial platforms to produce fermentation products that are used in a diverse and growing set of applications including Baking, but also Food Taste and Pleasure, Health Care (Human, Animal and Plant) and Industrial Biotechnology.
The offer price of NOK 30 per share represents a 41%, 56% and 61% premium to the volume-weighted average closing price over respectively 1 month, 3 months and 6 months. Further, the offer price represents a 100% premium to the closing price on 2 June 2020, being the date when the Board of Directors of NattoPharma initiated the strategic review. The Offer represents a 22% premium to the latest closing price on 12 February 2021 and values the total equity of NattoPharma at NOK 631m on a fully diluted basis.
NattoPharma is a public limited liability company listed on Euronext Expand Oslo and is headquartered in Oslo. NattoPharma is the world’s leader in vitamin K2 research and development, and is the owner and exclusive distributer of MenaQ7® Vitamin K2 as MK-7, the best documented, vitamin K2 as menaquinone-7 (MK-7) with guaranteed actives and stability, clinical substantiation, and international patents granted and pending, and now the new MenaQ7® Full Spectrum, which delivers menaquinones 6, 7, 8, and 9. The company has a multi-year research and development program to substantiate and discover the health benefits of vitamin K2 for applications in the marketplace for functional food and dietary supplements.
“We are impressed with Lesaffre´s track record and global reach and we are confident that partnering up with their team will enable us to reach the next level. We are excited about the opportunities ahead and we will continue developing and delivering world class products to our joint customer base.” said Kjetil Ramsøy, CEO of NattoPharma.
“Lesaffre is already an established supplier of vitamin K2, and as such we are very appreciative of the successful business the NattoPharma team has built over the years. We believe that joining forces would help further expand the awareness about and access to the benefits of vitamin K2 to support the health capital of consumers. We thank the Board of Directors of NattoPharma for their unanimous support to our friendly approach and we truly believe that our Offer delivers an attractive value for all the shareholders of NattoPharma” said Antoine Baule, CEO of Lesaffre.
“Over the last years, NattoPharma has built a solid platform for its future growth and development. Throughout the strategic review process initiated in June 2020 the Board of Directors of NattoPharma has focused on maximizing shareholder values. We have reached an agreement with Lesaffre, that in the opinion of the Board of Directors reflects the potential in NattoPharma for the years ahead. Moreover, the industrial rationale for a combination of the two companies is substantial and we regard Lesaffre as an optimal acquirer of the company. We are of the opinion that the Offer recognizes the financial and strategic value of NattoPharma and delivers an attractive premium to the shareholders.”, said Frode Marc Bohan, Chairman of the Board of NattoPharma.
The Board of Directors of NattoPharma supports the Offer and unanimously recommends the shareholders of NattoPharma to accept the Offer. The Offeror has received pre-commitments for in total 11,373,737 shares, including from all shareholders represented at the Board of Directors as well as the top management of the Company, representing 54.07% of the total share capital of NattoPharma, on a fully diluted basis excluding treasury shares, subject to certain customary conditions. Such commitments include irrevocable pre-acceptances from the primary insiders of NattoPharma, representing a total of 39.97% of the share capital of NattoPharma, on a fully diluted basis excluding treasury shares.
About the Offer:
- The offer price of NOK 30 will be settled in cash.
- The Offeror is due to launch the Offer in February 2021 pursuant to an offer document to be approved by the Oslo Stock Exchange (the "Offer Document").
- The completion of the Offer will be subject to satisfaction of certain customary conditions, including, but not limited to, that the Offeror obtains (i) a minimum acceptance level of 90% of the issued and outstanding share capital of NattoPharma and (ii) relevant regulatory approvals.
The Offer will not contain any conditions as to financing or due diligence.
The complete details of the Offer, including all terms and conditions, will be included in the Offer Document to be sent to the Company's shareholders following review and approval by the Oslo Stock Exchange pursuant to Chapter 6 of the Norwegian Securities Trading Act. The offer period is expected to commence in the first half of March and continue for a period of 2 weeks, subject to any extensions. The Offeror must publicly announce that the conditions for completion of the Offer have been satisfied or waived at the latest at 16:30 CET on 31 May 2021, unless otherwise agreed between the Company and the Offeror. Shareholders are urged to read the Offer Document when it becomes available as it will contain important information, including the unanimous recommendation from the Board of Directors of NattoPharma.
As part of the transaction agreement with the Offeror (the "Transaction Agreement"), the Board of Directors of NattoPharma has subject to customary conditions undertaken to only amend, qualify or withdraw its recommendation of the Offer if a competing offer is made, and the Board of Directors of the Company, acting in good faith and taking into account all aspects of such offer, considers it to be more favourable to the shareholders of NattoPharma, and the Offeror has not matched the superior offer within five business days. Withdrawal, amendment or qualification of the recommendation from the Board of Directors of NattoPharma as well as a material breach of the Transaction Agreement will trigger an obligation for the Company to pay an amount equal to up to NOK 25 million in documented costs associated with the process and the Offer.
The pre-commitments of the primary insiders entered into prior to the Offer will remain binding and cannot be terminated unless (i) the Offer Period is not commenced on or prior to 15 March 2021, or (ii) the Offeror has not, on or prior to 16:30 CET on 31 May 2021, publicly announced that the conditions for closing of the Offer have been satisfied or waived by the Offeror, unless the Company and the Offeror has agreed to extend such date to a later date (in which event such later date will apply).
The pre-commitments of the other shareholders entered into prior to the Offer will remain binding subject to the same conditions as set out above, but may in addition be terminated if a competing offer is made, and the Board of the Company, acting in good faith and taking into account all aspects of such offer, considers it to be more favourable to the shareholders of the Company, and the Offeror does not match such superior offer within five business days of having been notified of the competing offer and such competing offer is thereafter recommended by the Board.
Further, subject to the same terms as the pre-commitments of the primary insiders, the holders of options issued by the Company to primary insiders and other employees, in total 1,200,850 share options, have agreed to exercise their options and to sell the shares issued pursuant to the options to the Offeror subject to that the Offeror announces that the closing conditions have been fulfilled or waived by the Offeror.
This notification does not in itself constitute an offer. The Offer will only be made on the basis of the Offer Document and can only be accepted pursuant to the terms of the Offer Document. The Offer will not be made in any jurisdiction in which the making of the Offer would not be in compliance with the laws of such jurisdiction.
The Offeror intends to make a compulsory acquisition of the remaining shares in NattoPharma upon acquiring more than 90% of the shares in NattoPharma under the Offer. Further, subject to the outcome of the Offer, the Offeror intends to propose to the general meeting of NattoPharma that an application is filed with the Oslo Stock Exchange to de-list shares of NattoPharma from Euronext Expand Oslo.
NattoPharma will engage an independent third party to provide the formal statement about the Offer to be issued in accordance with section 6-16 (1) cf. 6-19 (1) of the Norwegian Securities Trading Act.
Rothschild is acting as financial adviser to Lesaffre and the Offeror and Nordea Bank Abp, filial i Norge, is acting as receiving agent. Advokatfirmaet Thommessen AS is acting as the Norwegian legal adviser, and Linklaters is acting as the French legal adviser, to Lesaffre and the Offeror in connection with the Offer.
ABG Sundal Collier ASA is acting as financial adviser and Advokatfirmaet CLP DA is acting as Norwegian legal adviser to NattoPharma.
For further information, please contact:
NattoPharma:
NattoPharma ASA
Att: Kjetil Ramsøy
Telephone: +47 906 12 943
Email: kjetil.ramsoy@nattopharma.com
Lesaffre:
Agence Wellcom
Att: Valérie Lassale/Chloe Bencivengo
Telephone: +33(0)1 46 34 60 60
Email: lesaffre@wellcom.fr
About NattoPharma:
NattoPharma is a public limited liability company listed on Euronext Expand Oslo and is headquartered in Oslo. NattoPharma is the world’s leader in vitamin K2 research and development, and is the owner and exclusive distributer of MenaQ7® Vitamin K2 as MK-7, the best documented, vitamin K2 as menaquinone-7 (MK-7) with guaranteed actives and stability, clinical substantiation, and international patents granted and pending, and now the new MenaQ7® Full Spectrum, which delivers menaquinones 6, 7, 8, and 9. The company has a multi-year research and development program to substantiate and discover the health benefits of vitamin K2 for applications in the marketplace for functional food and dietary supplements.
About Lesaffre:
A key global player in fermentation for more than a century, Lesaffre, with a 2.2 billion euro turnover, and established on all continents, counts 10,700 employees and more than 70 nationalities. On the strength of this experience and diversity, we work with customers, partners and researchers to find ever more relevant answers to the needs of food, health, naturalness and respect for our environment. Thus, every day, we explore and reveal the infinite potential of microorganisms.To nourish 10 billion people, in a healthy way, in 2050 by making the most of our planet’s resources is a major and unprecedented issue. We believe that fermentation is one of the most promising answers to this challenge.
Important notice:
The Offer and the distribution of this announcement and other information in connection with the Offer may be restricted by law in certain jurisdictions. Lesaffre and the Offeror assume no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions.
THE OFFER WILL NOT BE MADE IN ANY JURISDICTION IN WHICH MAKING OF THE OFFER WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICITON. THIS ANNOUNCEMENT DOES NOT IN ITSELF CONSTITUTE AND OFFER. THE OFFER WILL ONLY BE MADE ON THE BASIS OF THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF SUCH DOCUMENT.
The Offer is subject to disclosure and procedural requirements of the Kingdom of Norway which are different from those in the United States. In addition, the payment and settlement procedures with respect to the Offer will comply with the relevant Norwegian rules, which differ from United States payment and settlement procedures.
This information is subject to the disclosure requirements of NattoPharma pursuant to section 5 -12 of the Norwegian Securities Trading Act.