Date: 2011-04-11
Type of information: Company acquisition
Acquired company: Biophausia (Sweden)
Acquiring company: Medivir (Sweden)
Amount: undisclosed
Terms: Medivir has announced a public offer to the shareholders and holders of listed warrants in BioPhausia to transfer all of their shares and warrants in BioPhausia to Medivir. The company is offering each BioPhausia shareholder; 1) in respect of approximately 69.4 percent of the number of BioPhausia shares tendered by such shareholder: approximately 0.0117 new class B Medivir shares per BioPhausia share, equivalent to a value of approximately SEK 1.65 per BioPhausia share and 2) in respect of the remaining approximately 30.6 percent of the number of BioPhausia shares tendered by such shareholder: SEK 1.65 in cash per BioPhausia share. Accordingly, for every 1,000 BioPhausia shares tendered, each BioPhausia shareholder will receive SEK 504.90 in cash and approximately 8.13 new class B Medivir shares. Shareholders that own 5,000 or less BioPhausia shares can choose to receive a guaranteed cash consideration of SEK 1.65 per BioPhausia share. Medivir offers each holder of listed warrants 2009/2012 SEK 0.32 in cash per listed warrant. The Offer is inter alia conditional upon that Medivir becomes the owner of more than 90 percent of the shares in BioPhausia, that no other party announces an offer with more favorable conditions than the Offer and that the shareholders in Medivir resolve on the necessary decisions to issue new shares in Medivir. Two of BioPhausia's largest shareholders, Skandia Liv and Originat AB, and those of the BioPhausia board members who have participated in the Board's deliberations and decisions regarding the Offer have expressed their intent to accept the Offer. According to the indicative timetable set out in the press release through which the Offer was announced, the acceptance period is expected to commence on or around May 2, 2011 and expire on or around May 23, 2011. Subject to the Offer being declared unconditional no later than on or around May 30, 2011, settlement is expected to commence on or around June 7, 2011.
Details: * On June 16, 2011, Medivir announced that it holds in total approximately 94 per cent of the total number of shares in BioPhausia. In total, Medivir thereby holds 322,165,273 shares in BioPhausia and 40,378,904 Listed Warrants, which corresponds to approximately 94 per cent of the shares and votes in BioPhausia and approximately 94 per cent of the Listed Warrants. As Medivir holds more than 90 per cent of the shares of BioPhausia, Medivir has resolved to initiate a compulsory acquisition procedure under the Swedish Companies Act to acquire all remaining BioPhausia shares and warrants. Medivir has also made a request to the board of BioPhausia that the BioPhausia shares and Listed Warrants shall be de-listed from NASDAQ OMX Stockholm.
Related: Specialty pharma
