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NattoPharma ASA is launching cash tender offer to acquire 100% of the shares of Kaydence Pharma AS at an offer price of NOK 5 per share

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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, Norway (9 March 2021) — Reference is made to the stock exchange disclosures by NattoPharma ASA ("NattoPharma") on 15 February 2021 regarding NattoPharma entering into a transaction agreement (the "Transaction Agreement") with Compagnie des Levures Lesaffre ("Lesaffre") under which (i) Lesaffre will launch a recommended voluntary cash tender offer (the "NattoPharma Offer") to acquire 100% of the shares of NattoPharma, and (ii) NattoPharma will launch a cash tender offer (the "Kaydence Offer") to acquire 100% of the shares (the "Shares") of Kaydence Pharma AS ("Kaydence Pharma") at an offer price of NOK 5 per Share ("Offer Price").

Oslo Stock Exchange has on 8 March 2021 approved the offer document prepared by Lesaffre in connection with the NattoPharma Offer.

Therefore, NattoPharma is today launching the Kaydence Offer for all of the Shares in Kaydence Pharma at the Offer Price of NOK 5 per Share. The shareholders of Kaydence may tender their shares on the terms and conditions of the Kaydence Offer from today, 9 March 2021, and until 23 March 2021 at 16:30 hours (CET), subject to extension ("Offer Period").

NattoPharma currently owns 3,000,000 Shares in Kaydence Pharma, equivalent to 54.14 % of Kaydence Pharma’s equity. Further, NattoPharma has received irrevocable commitments to accept the Kaydence Offer from shareholders which will bring NattoPharma's ownership to 80.9% of the Shares in Kaydence Pharma, including all shareholders represented at the Board of Directors and the top management of NattoPharma and Kaydence Pharma.

About the Kaydence Offer:

  • The Offer Price of NOK 5 will be settled in cash.
  • The Offer period commences on Tuesday 9 March 2021 and expires on Monday 23 March 2021 at 16:30 hours (CET). NattoPharma may in its sole discretion extend the offer period (one or several times), but the offer period will in no event be extended beyond 18 May 2021 at 16:30 hours (CET).
  • Completion of the Kaydence Offer is subject to Lesaffre completing the NattoPharma Offer.

The Offer will not contain any conditions as to financing or due diligence.

The complete details of the Kaydence Offer, including all terms and conditions, are included in an Offer letter (the “Offer Letter”) to be sent to the Company's shareholders following this announcement.

This notification does not in itself constitute an offer. The Kaydence Offer will only be made on the basis of the Offer Letter and can only be accepted pursuant to the terms of the Offer Letter. The Kaydence Offer will not be made in any jurisdiction in which the making of the Kaydence Offer would not be in compliance with the laws of such jurisdiction.

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

 

About Kaydence Pharma:
Early stage pharmaceutical company focused on the development of menaquinone-7 (MQ-7, a form of vitamin K2) for the treatment of vascular calcification.

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.

This information is subject to the disclosure requirements of NattoPharma pursuant to section 5 -12 of the Norwegian Securities Trading Act.

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