Completion of Novo Nordisk's Acquisition of a Controlling Stake in BIOCORP
August 04 2023 - 12:00PM
Business Wire
Regulatory News:
Following the announcement of the planned acquisition of BIOCORP
Production SA (FR0012788065 - ALCOR) (“BIOCORP”) by NOVO
NORDISK (DK0060534915 - Novo-B), a leading global healthcare
company headquartered in Denmark and developing treatments against
diabetes and other chronic diseases (“NOVO NORDISK”),
released on June 5, 2023, BIOCORP announces that, following receipt
of customary regulatory approvals, NOVO NORDISK has today completed
the off-market acquisition from BIO JAG, BIOCORP’s main
shareholder, and certain minority shareholders, including
Nyenburgh, Greenstock and Vatel Capital, of a total of 2,838,669
shares representing 64.3% of BIOCORP’s share capital and 64.09% of
its voting rights1, for a price of €35.00 per share (the
“Controlling Stake”).
The outstanding convertible bonds issued by BIOCORP have been
fully redeemed in cash by BIOCORP as of the date hereof in
connection with the completion of the acquisition of the
Controlling Stake.
As a result, the composition of BIOCORP’s Board of Directors has
been modified to take into account its new shareholding structure.
Following the resignation of Mr Jacques Gardette and Mr Julien
Gardette from their mandates as directors, BIOCORP's Board of
Directors comprises a total of five members, i.e.: Mrs. Marianne
Ølholm, Mr. Peter Bøggild, Mr. Eric Dessertenne, Mr. Jean-Yves
Berthon and Mr. Stéphane Legastelois. Mrs. Marianne Ølholm and Mr.
Peter Bøggild have been co-opted to replace Mr. Jacques Gardette
and Mr. Julien Gardette. These co-optations, which took effect as
at the date hereof, will be submitted for approval to the next
shareholders' annual general meeting of BIOCORP.
In accordance with the General Regulations of the French
Financial Markets Authority (Autorité des Marchés Financiers), and
in particular articles 233-1, 2° and 234-2 thereof, NOVO NORDISK
will file with the Autorité des Marchés Financiers in the next few
days a draft simplified mandatory tender offer to purchase the
remaining BIOCORP shares (the “Offer”), and will then
proceed with the mandatory squeeze-out of BIOCORP's shares if the
conditions required for its implementation are satisfied at the end
of the Offer. The Offer will be made at the same price as the
acquisition of the Controlling Stake of €35.00 per share.
Completion of the Offer is subject to a declaration of compliance
from the Autorité des marchés financiers.
As announced in the press release published by BIOCORP on June
19, 2023, BIOCORP’s Board of Directors has appointed ACCURACY,
represented by Mr. Henri Philippe, as independent expert in
connection with the Offer. BIOCORP's Board of Directors issued on 4
August 2023, based on NOVO NORDISK's draft offeror information
notice, a favourable reasoned opinion on the merits of the Offer
and its consequences for the Company, its shareholders and its
employees, which will be set out in the draft information notice in
response to be filed with the Autorité des marchés financiers in
accordance with applicable regulations.
ABOUT BIOCORP Recognized for its expertise in the development
and manufacture of medical devices and delivery systems, BIOCORP
has today acquired a leading position in the connected medical
device market thanks to Mallya. This smart sensor for insulin
injection pens allows reliable monitoring of injected doses and
thus offers better compliance in the treatment of patients with
diabetes. Available for sale from 2020, Mallya spearheads BIOCORP's
product portfolio of innovative connected solutions. The company
has 80 employees. BIOCORP is listed on Euronext since July 2015
(FR0012788065 – ALCOR). For more information, please visit
www.biocorp.fr.
1 Based on the Company’s share capital being made up of
4,412,286 shares representing 4,429,068 theoretical voting rights
as of 31 July 2023, after the loss the double voting rights
attached to the shares held by Bio Jag.
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version on businesswire.com: https://www.businesswire.com/news/home/20230804577918/en/
BIOCORP Éric Dessertenne CEO
Sylvaine Dessard Senior Director Marketing &
Communication investisseurs@biocorp.fr / rp@biocorp.fr + 33 (0)6 88
69 72 85
ULYSSE COMMUNICATION Bruno Arabian
barabian@ulysse-communication.com +33 (0)6 87 88 46 26
Margaux Puech mpuech@ulysse-communication.com +33 (0)7 86
16 01 09
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