NattoPharma ASA: Preliminary results of voluntary offer for all outstanding shares in NattoPharma ASA and fulfilment of closing conditions
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.
Lille/Oslo, 23 March 2021
Reference is made to the offer document dated 8 March 2021 (the "Offer Document") for the recommended voluntary offer by Compagnie des Levures Lesaffre (the "Offeror") to acquire all outstanding shares of NattoPharma ASA ("NattoPharma") against a consideration in cash of NOK 35 per share (the "Offer").
Upon expiry of the acceptance period at 16:30 CET on 23 March 2021, and based on a preliminary review, the Offeror has received acceptances under the Offer which, together with shares already owned by the Offeror and options shares the Offeror has agreed to acquire subject to completion of the Offer, in total amount to 16,073,191 shares, representing in total 76.40% of issued and outstanding shares in NattoPharma (on a fully diluted basis, excluding treasury shares).
Based on the above, the closing conditions "Minimum Acceptance" and "Regulatory Approval" are considered to be fulfilled.
Please note that the calculation of the number of shares tendered in the voluntary Offer is preliminary and remains subject to potential adjustments through a verification process currently being undertaken by the receiving agent for the Offer. The final result of the Offer will be announced once confirmed by the receiving agent. Such announcement is currently expected in the morning of 24 March 2021.
Rothschild is acting as financial adviser to 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 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:
Att: Kjetil Ramsøy
Telephone: +47 906 12 943
Att: Valérie Lassale/Chloe Bencivengo
Telephone: +33(0)1 46 34 60 60
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.
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 85 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.
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.