Date: 2012-12-21
Type of information: Company acquisition
Acquired company: Cerep (France)
Acquiring company: Eurofins Scientific (Luxembourg)
Amount: € 25.2 million
Terms: * On December 21, 2012, Eurofins Scientific and Thierry Jean, CEO and founder of Cerep, a leader in the in vitro pharmacology and ADME-toxicity testing in vitro, have agreed to the acquisition by a subsidiary of Eurofins, priced at € 2 per share, a block of 1,069,732 shares owned by it, representing 8.48% of the capital of Cerep. In addition, with the approval of the Board of Cerep, a subsidiary of Eurofins filed with the Financial Markets Authority (AMF) a takeover bid (OPA) on the balance of capital of this company. Subject to compliance of the offer remains subject to review by the AMF, it will be proposed to shareholders to redeem their Cerep shares at a price of € 2 per share.
The price of the bid values Cerep to € 25.2 million in equity value, representing a premium of 80.7% compared to the average 1-month share price Cerep and 79.9% compared the average 12 months to 19 December 2012.
Details: * On February 12, 2013, Eurofins Discovery Services Luxembourg Holding (EDSL), a wholly-owned subsidiary of Eurofins Scientific (EUFI.PA), has announced that it has acquired over 50% of the share capital of Cerep S.A., apart from the shares that are currently being purchased through the public tender offer which commenced on the 24th of January, 2013. The result of the public tender offer, which expires on the 27th of February, 2013, will determine how much of the share capital of Cerep S.A. EDSL has acquired. Furthermore, the Autorité des Marchés Financiers (AMF) may decide to extend the tender offer period for another 10 trading days commencing on the 11th of March, 2013 to allow additional Cerep shareholders to avail of the offer. Therefore, final ownership level will likely be determined after the result of the extended tender offer, expected to be announced by the AMF by the 28th of March, 2013.* On January 22, 2013, the French securities and exchange commission “AMF”announced that the Public Takeover from Eurofins Discovery Services Lux Holding on Cerep SA shares was compliant with applicable laws and regulations. As such, the takeover bid will take place from Jan 24 to Feb 27 2013 at a price of € 2 per share. Eurofins subsidiary agrees to acquire a further 7% additional stake in Cerep S.A.* On January 2, 2013, Eurofins Scientific and the Fondation de l'Institut Pasteur de Lille (IPL Foundation), have agreed on the acquisition of a block of 865,100 shares in Cerep S.A. belonging to the Foundation by a Eurofins subsidiary, subject to the fulfilment of conditions precedent. The shares represent 6.86% of the total capital of Cerep, bringing the total stake that Eurofins has agreed to acquire to 15.34%, following its acquisition of CEO and founder Mr. Thierry Jean's 8.48% stake announced on 21 December 2012.The agreed price of € 2 per share is equal to the price to be paid for Mr. Thierry Jean's stake, and the price referred to in the draft joint notice relating to Eurofins' tender offer for the remainder of Cerep's capital as submitted to the Autorité des Marchés Financiers (AMF), also on 21 December 2012. As announced previously, pending a conformity decision from the AMF, the tender offer, which is still under the AMF's review, proposes a purchase price of EUR 2 per share to existing Cerep shareholders, equal to the price to be paid for Mr. Jean's stake, and the price agreed with the IPL Foundation.
Related: services
pharmacology
