Date: 2011-09-28
Type of information: Company acquisition
Acquired company: Novagali Pharma (France)
Acquiring company: Santen Pharmaceutical (Japan)
Amount: €102 million
Terms: Santen Pharmaceutical, Novagali and certain of its shareholders, including the funds managed by Edmond de Rothschild Investment Partners, Auriga Partners, IdInvest Partners and CDC Innovation, have entered into a share purchase agreement, whereby Santen shall acquire shares representing 50.55%1 of the share capital of Novagali for a cash consideration of €6.15 per share, representing a premium of 71.3% over the last traded price as of September 27, 2011, which may be increased to €6.25 as described below (the “Block Purchase”). The Block Purchase is not subject to any conditions and is expected to be completed in the next few days.
Details: Santen intends to promptly purchase all remaining shares of Novagali at the same price per share and will consequently file a mandatory tender offer (offre publique obligatoire) with the French Autorité des marchés financiers (“AMF”) in accordance with article 234-2 et seq. In the event that upon completion of the Tender Offer Santen holds at least 95% of the share capital and voting rights of Novagali, the price per Novagali share to be paid to all Novagali shareholders who sold their shares as part of the Block Purchase or tendered their shares into the Tender Offer shall be increased by an additional €0.10 per share, representing an aggregate price of €6.25 and a premium of 74.1% over the last traded price as of September 27, 2011.
* On December 21, 2011, Santen Pharmaceutical and Novagali Pharma announced the success of the simplified cash tender offer for the shares and bons de souscription d’actions (“BSAs”) of Novagali initiated by Santen. The Autorité des Marchés Financiers (“AMF ”) published today the results of the Offer, which took place from December 2, 2011 to December 15, 2011 included. Over the course of the Offer, 7,545,247 shares, 700 2014 BSAs and 5,406 2019 BSAs1 have been tendered, for €6.15 per share, €4.03 per 2014 BSA and €2.75 per 2019 BSA. Taking into account the shares held prior to the opening of the Offer, Santen now holds directly 96.73% of the share capital and of the voting rights of Novagali.
Related: Ophtalmological diseases
