Statement from the independent bid committee of Probi in relation to the public takeover offer by Symrise

The independent bid committee of Probi AB (publ) (“Probi” or the “Company”) unanimously recommends the shareholders of Probi to accept the cash-based public takeover offer submitted by Symrise AG (“Symrise”) on 20 November 2024.

Background

This statement is made by the independent bid committee of Probi pursuant to Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).

On 20 November 2024, Probi’s principal shareholder and parent company Symrise announced that Symrise is making a public takeover offer to the shareholders of Probi for SEK 350 per Probi share (the “Offer”).

Probi’s largest shareholders after Symrise, Fjärde AP-fonden and Moneta Asset Management, respectively, representing in aggregate approximately 17.7 per cent of the outstanding capital and votes in Probi, have irrevocably undertaken to accept the Offer, subject to certain conditions.

On 26 November 2024 Symrise announced that Symrise has secured approximately 90.2 per cent of the outstanding capital and votes in Probi.

The Offer represents:

• A premium of approximately 42 per cent compared to the closing price of SEK 246 of Probi shares on Nasdaq Stockholm on 19 November 2024, which was the last trading day prior to the announcement of the Offer;
• A premium of approximately 31 per cent compared to the volume-weighted average share price of SEK 267 of Probi shares on Nasdaq Stockholm during the last month prior to the announcement of the Offer; and
• A premium of approximately 33 per cent compared to the volume-weighted average share price of SEK 264 of Probi shares on Nasdaq Stockholm during the last three months prior to the announcement of the Offer.

The Offer values all 11,394,125 shares in Probi at approximately SEK 3,988 million.

The acceptance period for the Offer is expected to commence on 18 December 2024 and end on or about 15 January 2025.

Completion of the Offer is conditional upon, amongst other things, Symrise becoming the owner of more than 90 per cent of the total number of shares in Probi and the receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, in each case on terms which, in Symrise’s opinion, are acceptable. Symrise has reserved the right to, in whole or in part, waive these and other conditions for completion of the Offer.

For further information, please refer to Symrise’s press release, www.symrise.com/probi.

The independent bid committee

In order to address matters relating to the Offer, the Board has instructed the independent members of the Board to form an independent bid committee, consisting of Charlotte Hansson, Malin Ruijsenaars and Stephanie Blum Sperisen. Due to their employment and recent employment, respectively, with the Symrise group, the chairperson of the Board of Probi, Jean-Yves Parisot, and the Board member Jörn Andreas may have conflicting interests pursuant to Rule II.18 of the Takeover Rules and are hence not part of the independent bid committee and have thus not participated in the handling of or decisions on matters related to the Offer. Accordingly, section III of the Takeover Rules is applicable on the Offer. The independent bid committee has therefore, in accordance with Rule III.3 of the Takeover Rules, requested a fairness opinion from Grant Thornton Sweden AB (“Grant Thornton”), according to which the Offer is fair from a financial point of view for the shareholders of the Company. The fairness opinion is attached to this statement. Grant Thornton receives a fixed fee for providing the fairness opinion which is not contingent upon the amount of the Offer price, the acceptance level of the Offer or whether it is completed or not.

Impact on the Company and its employees

In accordance with the Takeover Rules the independent bid committee is required, on the basis of Symrise’s statement in the press release announcing the Offer, to present its opinion regarding the impact that the implementation of the Offer will have on Probi, particularly on terms of employment, and its opinion regarding Symrise’s strategic plans for the Company and the effect it is anticipated that such plans will have on employment and on the locations where Probi operates. In this regard, Symrise has stated, among other things, the following:

“Symrise has strong confidence in Probi’s management and employees, and believes a combination with Symrise will enable the Company to maximize its potential. Symrise, as full owner of Probi, intends to invest further in Probi, and its employees, as a key component within Symrise’s focused strategy in health. Symrise does not plan any changes regarding Probi’s operations or its management or employees as a result of the Offer (including employment terms and conditions) or for the locations where Probi operates.”

The independent bid committee assumes that this description is accurate and has for relevant purposes no reason to adopt a different opinion.

The independent bid committee’s statement on Symrise’s Offer

In its evaluation of the Offer, the independent bid committee has taken a number of factors into account which they deem relevant, including, but not limited to, the Company’s present strategic and financial position, prevailing market conditions and the Company’s expected future development as well as opportunities and risks related thereto. The independent bid committee has considered valuation methods normally used to evaluate public offers for listed companies, including how the Offer values Probi in relation to comparable listed companies and comparable transactions, bid premiums in previous public takeover offers, the stock market’s expectations regarding the Company and the independent bid committee’s view of the Company’s value based on its expected future cash flows.

During 2023 Probi updated its strategy and presented new financial targets, with the aim to achieve sustainable and profitable growth. The independent bid committee has full confidence in management’s ability to execute on Probi’s current strategy and to deliver on the Company’s financial targets and acknowledges the Company’s achievements to date, but also recognises that there are risks related thereto.

In particular, and in addition to the above, the independent bid committee wishes to highlight the following considerations made in connection with their evaluation of the Offer.

Considerations regarding historical trading

During the last year before the announcement of the Offer, the Probi share has not exceeded the Offer price of SEK 350 per share. The independent bid committee notes that during this period, approximately 1 per cent of the total outstanding shares in Probi has been traded on Nasdaq Stockholm, and that there generally is low liquidity in the share. The independent bid committee thus concludes that the Offer provides liquidity to the current shareholders at a level above historical prices.

Considerations regarding bid premium

The Offer represents a premium of approximately 42 per cent compared to the closing price of Probi’s shares on Nasdaq Stockholm on 19 November 2024, the last trading day prior to the announcement of the Offer, and a premium of 31 per cent and 33 per cent compared to the volume-weighted average share price of Probi’s shares on Nasdaq Stockholm during the last month and three months, respectively, prior to the announcement of the Offer. The independent bid committee notes that the bid premiums are in line with other announced public cash offers on Nasdaq Stockholm in recent time.

Considerations regarding the long-term value of Probi

While the independent bid committee is fully committed to Probi’s current financial targets and has a positive general view on the outlook for the Company, realising the long-term value of the independent bid committee’s view of Probi’s future cash flows is associated with risks. The independent bid committee cannot argue that the risk adjusted long-term value potential for the Company exceeds the value of the Offer.

Implications for shareholders

The independent bid committee notes that Symrise has secured more than 90 per cent of the outstanding capital and votes in Probi in aggregate, through a combination of their own ownership, undertakings from Fjärde AP-fonden and Moneta Asset Management subject to certain conditions, and acquisitions in the market. As stated in the Offer announced by Symrise on 20 November 2024, if Symrise, whether in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of capital and votes in Probi, Symrise intends to commence compulsory redemption proceedings under the Swedish Companies Act to acquire all remaining shares in Probi and to promote delisting of Probi’s shares from Nasdaq Stockholm. This means that upon completion of the Offer, all shareholders, whether they tender their shares in the Offer or not, are expected to have their shares redeemed at the Offer price of SEK 350 per share. The independent bid committee notes that, in general, accepting the Offer during the acceptance period will result in the shareholder receiving the cash consideration faster than through the compulsory redemption process.

The independent bid committee has further considered the fairness opinion issued by Grant Thornton according to which the Offer is deemed fair for Probi’s shareholders from a financial perspective (subject to the assumptions and considerations set forth therein).

The independent bid committee’s recommendation on Symrise’s Offer

In view of the above, the independent bid committee unanimously recommends the shareholders of Probi to accept the Offer.

Other

Swedish law applies to this statement and the statement shall be construed accordingly. Disputes arising pursuant to this statement are to be settled exclusively by Swedish courts.

Advisors

The independent bid committee has retained Carnegie Investment Bank AB (publ) as its financial adviser and Grant Thornton Sweden AB to render the fairness opinion and Mannheimer Swartling Advokatbyrå as its legal adviser.

For further information, please contact:

Charlotte Hansson, Chairperson of the independent bid committee, Telephone: +46 (0)73 061 20 25,

charlotte.hansson@scandinavianinsight.se

Probi® is a global biotics solutions company, focused on researching, manufacturing, and delivering biotics for supplements and functional food. Founded on science, and together with customers and research partners, Probi is striving towards a future in which as many people as possible can take control of their gut microbiome - so that they can live better lives for longer. Since its founding in 1991 at Sweden’s Lund University, Probi has expanded its operations to more than 40 markets, and holds almost 400 patents globally. Probi had sales of 628 MSEK in 2023. Probi's shares are listed on Nasdaq Stockholm, Mid-cap, and there were around 3,400 shareholders on December 31, 2023.