Contemplated voluntary cash offer by Lesaffre to acquire all shares in NattoPharma
Oslo, 2 March 2021: Reference is made to the stock exchange announcement on 15 February 2021 regarding Compagnie des Levures Lesaffre's ("Lesaffre" or the "Offeror") intention to launch a voluntary cash offer (the "Offer") for all outstanding shares of NattoPharma ASA ("NattoPharma" or the "Company"), and the stock exchange announcement on 25 February 2021 in which certain terms and conditions of the Offer was amended. In the 25 February 2021 announcement the offer price was increased to NOK 35 per share, and the condition of a minimum acceptance level of 90% of the issued and outstanding share capital of NattoPharma (on a fully diluted basis) was reduced to 66.67%.
As set out in the 25 February 2021 announcement, the Offeror had as of 25 February 2021 received irrevocable pre-commitments, which together with the agreements entered into with the option holders in the Company providing for an unconditional obligation to exercise the options and tender the option shares to the Offeror, comprised 12,777,054 shares representing 60.74% of the total share capital of NattoPharma, on a fully diluted basis excluding treasury shares.
Following the 25 February 2021 announcement, the Company has been informed by Lesaffre that Lesaffre has acquired 350,359 shares in NattoPharma and received 371,118 additional irrevocable pre-commitments and that none of these purchases were made at a price in excess of the Offer Price of NOK 35 per share.
Reference is further made to the mandatory notifications of trade by certain primary insiders in NattoPharma on 1 March 2021, in which it was announced that TG Montgomery AS has conditionally agreed to purchase 386,360 shares in NattoPharma, and Pro AS has acquired 160,000 shares in NattoPharma (collectively the "Additional Shares"). Both the shares conditionally to be purchased by TG Montgomery AS and the shares acquired by Pro AS are covered by such parties' irrevocable pre-commitments with Lesaffre.
Based on this, Lesaffre has in respect of the contemplated Offer received commitments (including its own shares in NattoPharma) for 14,044,891 shares representing 66.76% of the total share capital of NattoPharma, on a fully diluted basis excluding treasury shares, and the 66.67% acceptance level conditions is therefore expected to be satisfied upon completion of the Offer.
The Company has been informed that TG Montgomery AS and Pro AS have acquired the Additional Shares on their own initiative without any prior understanding with Lesaffre and that the Offer Price of NOK 35 pr share will not be amended as a result of the acquisition of the Additional Shares by TG Montogmery AS and Pro AS.
For further information, please contact:
Att: Kjetil Ramsøy
Telephone: +47 906 12 943
This information is subject to the disclosure requirements of NattoPharma pursuant to section 5 -12 of the Norwegian Securities Trading Act.