The Board of Probi unanimously recommends the shareholders in Probi not to accept Symrise’s mandatory public cash offer
Background
This statement is made by the Board of Directors (the “Board”) of Probi AB (publ) (“Probi” or the “Company”) pursuant to section II.19 of the rules concerning public takeover offers on the stock market adopted by NASDAQ OMX Stockholm (the “Takeover Rules”).
Symrise AG (”Symrise”) has on 6 February 2014 announced a mandatory public cash offer to the shareholders in Probi to transfer all of their shares in Probi to Symrise for a price of SEK 40,10 in cash for each share in Probi[1] (the ”Mandatory Offer”). Symrise has declared that it holds approximately 30.03 per cent of the capital and votes in Probi and states that the Mandatory Offer is launched in accordance with the special provisions regarding mandatory bids in the Stock Market Takeover Bids Act (2006:451).
The Mandatory Offer values the outstanding shares in the Company at approximately SEK 376 million based on 9,365,300 outstanding shares in Probi, including the 250,000 shares held by Probi as of the date of the Mandatory Offer. According to the indicative timetable included in the press release through which the Mandatory Offer was announced, the acceptance period is expected to commence around 13 February 2014 and end around 12 March 2014. Settlement is expected to take place around 20 March 2014.
Declan MacFadden, board member of Probi, is President of Symrise Asia Pacific, Flavor & Nutrition business based in Singapore. Due to conflict of interest, he will not participate in the Board’s processing of or resolutions concerning the Mandatory Offer. Based on information from Symrise, Declan MacFadden is considered to participate in the Mandatory Offer. On this basis, the Company has an obligation in accordance with section III.3 in the Takeover Rules to obtain and make public a fairness opinion from independent expertise.
Symrise has stated that completion of the Mandatory Offer is conditional upon all necessary regulatory, governmental or other similar clearances, approvals and decisions to consummate the Mandatory Offer, including approvals and clearances from competition authorities, being obtained, in each case on terms which, in Symrise’s opinion, are acceptable. Otherwise, the Mandatory Offer is not subject to any conditions. Symrise has declared that it is not dependent upon any external financing for completion of the Mandatory Offer.
For further information concerning the Mandatory Offer, reference is made to Symrise’s press release which was made public on 6 February 2014.
Symrise has not conducted any due diligence investigation prior to the announcement of the Mandatory Offer. Neither has Symrise otherwise received any unpublished information which could reasonably be expected to affect the price of the Company’s shares.
The Board has engaged Mannheimer Swartling as legal adviser in relation to the Mandatory Offer. No financial adviser has been engaged. The Board has retained Erik Penser Bankaktiebolag (”Penser”) to issue a fairness opinion concerning the Mandatory Offer.
The Board’s recommendation
The Board’s statement is based on an assessment of a number of factors that the Board has considered relevant for the evaluation of the Mandatory Offer. These factors include, but are not limited to, the Company’s present position, the expected future development of the Company and possibilities and risks related thereto.
The Board notes that the price per share offered by Symrise represents a premium of approximately 0.38 per cent compared to the volume weighted average share price of SEK 39.95 for Probi’s share on NASDAQ OMX Stockholm during the last 90 trading days up to and including 5 February 2014 (i.e. the last trading day prior to the announcement of the Mandatory Offer). Compared to the closing share price of SEK 40.30 per share in Probi on NASDAQ OMX Stockholm on 5 February 2014 the Mandatory Offer represents a discount of approximately 0.50 per cent.
The Board’s assessment is also based on a fairness opinion from Penser as to the fairness from a financial perspective of the Mandatory Offer for the shareholders in Probi, which the Board has obtained in accordance with section III.3 in the Takeover Rules. According to the fairness opinion, attached to this press release, Penser’s opinion is that the Mandatory Offer, with reservation for the conditions and assumptions stated in the opinion, is not considered fair from a financial perspective for the shareholders in Probi.
In light of the above, the Board unanimously recommends the shareholders in Probi not to accept the Mandatory Offer.
Under the Takeover Rules, the Board must, taking into account the information given by Symrise in its announcement of the Mandatory Offer, give its opinion regarding the impact that the completion of the Mandatory Offer may have on Probi, particularly in terms of employment, and its opinion regarding Symrise’s strategic plans for Probi and the effects such plans could be expected to have on employment and sites where Probi conducts its business. In this respect, the Board notes that Symrise has stated that the completion of the Mandatory Offer is not expected to entail any significant impact for Probi’s management or employees and that Symrise currently does not intend to make any significant changes in relation to the terms of employment for the employees of Probi. In summary, according to the information in Symrise’s press release regarding the Mandatory Offer, only limited effects of the completion of the Mandatory Offer for the employment and the sites where the Company currently conducts its business are expected. The Board assumes that this description is correct and has in relevant respects no reason to take a different view.
This statement shall be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this statement shall be settled exclusively by Swedish courts.
Lund on 10 February 2014
Probi AB (publ)
The Board
This information is such that Probi AB is required to disclose in accordance with the Swedish Securities Market Act and/or the Financial Instruments Trading Act.
This is a translation of the Swedish version of the press release. In case of discrepancies, the Swedish wording prevails.
FOR MORE INFORMATION, PLEASE CONTACT:
Per Lundin, Chairman of the Board, Probi, mobile +46 705 74 11 71, e-mail: per.lundin@transit.se
ABOUT PROBI
Probi is a leading player in probiotic research and the development of efficient and well-documented probiotics. Its research areas include: gastrointestinal tracts, immune system, metabolic syndrome and stress and recovery. Probi’s customers are leading companies in the Functional Food and Consumer Healthcare segments. Total income for 2013 totalled MSEK 103,6. Probi’s share is listed on the NASDAQ OMX Stockholm, Small Cap. Probi has approximately 4,000 shareholders. Read more at www.probi.se.
[1] The offered price will be subject to adjustment should Probi pay any dividend or make any other value transfer prior to the settlement of the Mandatory Offer, and will accordingly be reduced by a corresponding amount per share of each such dividend or value transfer.
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