Date: 2015-09-08
Type of information: Company acquisition
Acquired company: Stallergenes (France) Greer Laboratories (USA - NC)
Acquiring company: Ares Allergy (UK)
Amount:
Terms: * On September 8, 2015, Ares Allergy announced the completion of the merger between Stallergenes and Greer Laboratories. By combining the assets of two top companies in its main markets, the group is now global leader in the allergy immunotherapy sector. Ares Allergy has entities in 29 countries and 1,434 employees. In its new form, the Stallergenes Greer group reported revenue of €312.5 million in 2014, and over 500,000 patients were treated with its products. The new entity is listed on the Euronext Paris regulated market in compartment A. At the next shareholders meeting to be held in Q4 2015, Ares Allergy will propose to replace the name Ares Allergy Holdings PLC by Stallergenes – Greer PLC. * On September 3, 2015, Ares Allergy Holdings announced that it has secured visa n° 15-466 from the Autorité des Marchés Financiers (AMF) for its Prospectus regarding the listing of its shares on the Euronext Paris regulated market. This Prospectus was prepared as part of the admission to trading on Euronext Paris of all the shares that will comprise the share capital of Ares Allergy upon completion of the merger through absorption of Stallergenes. by Ares Allergy. Stallergenes shares may be traded until 7 September 2015 included, date following which they will be delisted from Euronext Paris. Ares Allergy shares will be listed starting from the opening of the trading session on 8 September 2015. * On August 31, 2015, Stallergenes announced that the liquidity contract it has in place with Oddo Corporate Finance relating to Stallergenes shares will terminate August 31, 2015. Ares Allergy will enter into a liquidity contract to take effect upon admission to trading of the Ares Allergy shares on the Euronext Paris regulated market, i.e., based on the indicative timetable, on 8 September 2015. Ares Allergy will entrust Oddo Corporate Finance with the implementation of the liquidity contract for the Ares Allergy shares in compliance with the AMAFI\'s Ethics Charter approved by the Autorité des Marchés Financiers on 21 March 2011. It is anticipated that a sum of €2 million will be allocated to the liquidity account for implementation of this contract. * On June 26, 2015, At the General Meeting which took place today, 26 June 2015, Stallergenes’ shareholders were asked to vote, among other things, on the transaction to combine the activities of Stallergenes and Greer Laboratories. At the extraordinary general meeting, Stallergenes shareholders approved this project, the purpose of which is to create the global leader in allergy immunotherapy. This favourable vote means that the transaction initially announced on 3 March 2015 can move into the next phase of completion. In addition, on 19 June 2015, the Direction Générale des Finances Publiques (French tax authorities) has given its agreement in principle for the ruling required to allow the transaction to be entitled to the benefit of the special merger tax regime. * On May 13, 2015, Stallergenes\' Board of Directors approved amended terms for the proposal of its majority shareholder, Ares Life Sciences, to combine Stallergenes and the US company, Greer Laboratories to form the global leader in allergen immunotherapy. Stallergenes\' Board of Directors considered the positive opinion of the Independent Directors Committee, made after considering the work undertaken by Ricol Lasteyrie Corporate Finance, appointed as an independent expert and by Ledouble, as court-appointed valuation expert, as well as Lazard Frères, financial advisor to Stallergenes\' Board of Directors, and BNP Paribas in its role as advisory bank to Ares Life Sciences. The proposed value ratio has been determined using a multi-criteria approach based in particular on the discounted cash flow methods (established on the basis of both Stallergenes\' and Greer\'s business plans), listed comparables and comparable transactions. According to the advisors and experts and the assumptions used, the discounted cash flow methods led to a value of the respective weightings for Stallergenes and Greer ranging between 69% and 31% to 73% and 27%. Based on these analyses, the new terms of the proposed transaction reflect a Stallergenes to Greer value ratio of approximately 2.45, representing respective equity weightings of 71% and 29% for the two companies in the new entity. Following the transaction, Ares Life Sciences would hold approximately 83.8% of the share capital of Ares Allergy Holding PLC, the British subsidiary of Ares Life Sciences that will coordinate the new entity’s operations. Minority shareholders would hold the difference, equating to approximately 16.2% of the share capital of Ares Allergy Holding PLC. The transaction is subject to certain customary conditions, notably the approval of the French tax authorities and confirmation by the French Autorité des marchés financiers that it will not trigger a requirement to make a public buy-out offer for Stallergenes\' shares and the absence of any appeal against this decision (unless this latter condition is waived). * On March 26, 2015, Stallergenes announced that it had received a proposal from its majority shareholder, Ares Life Sciences, which sought to bring together the activities of Stallergenes and the US company Greer Laboratories in order to form the global leader in allergy immunotherapy. Recognising the strategic interest of this project, which would strengthen the development potential of the business, allow the geographic risk to be spread due to the high concentration of Stallergenes’ sales in Europe and capture the as yet untapped growth of the US allergy immunotherapy market, Stallergenes’ Board of Directors has requested the Independent Directors Committee to review the proposal in the interest of all shareholders. In order to meet this objective, the following appointments have been made: The firm Ricol Lasteyrie Corporate Finance has been appointed as independent expert, tasked with assessing the fairness of the financial conditions offered to all Stallergenes shareholders as part of the transaction under consideration, to be carried out in compliance with the provisions of the General Regulations of the French Financial Markets Authority (AMF). The work of the independent expert is overseen by Stallergenes’ Independent Directors Committee in accordance with good corporate governance practices and AMF recommendations. * On March 3, 2015, the Board of Directors of Stallergenes met to review a project submitted by its majority shareholder, Ares Life Sciences, to combine the activities of Stallergenes and the US company, Greer Laboratories to create the worldwide leader in allergy immunotherapy. Ares Life Sciences currently owns 100% of Greer and 77.3% of Stallergenes. Under the transaction proposed by Ares Life Sciences, the businesses of Stallergenes and Greer would be combined under the common ownership of Ares Allergy Holding PLC, the English subsidiary of Ares Life Sciences. Shares of Ares Allergy Holding PLC would be listed on Euronext Paris. Ares Life Sciences’ proposal would bring together Stallergenes’ and Greer’s complementary strengths in terms of product development, manufacturing, regulatory expertise, and market access. The combination of Stallergenes and Greer would result in the creation of the worldwide leader in allergy immunotherapy with total sales of AIT products of nearly €330 million (based on 2014 financial information). Under the terms of Ares Life Sciences’ proposal, Stallergenes’ shareholders would receive, through a cross-border merger, one share of Ares Allergy Holding PLC for each share of Stallergenes, reflecting a value ratio of 1.5 Stallergenes to Greer. This represents a weight of 60% and 40% for the two companies respectively in the new entity and following the proposed transaction, Ares Life Sciences would hold approximately 86% of the shares of Ares Allergy Holding PLC. Ares Life Sciences has informed the Board of Directors of Stallergenes that admission to listing of the Ares Allergy Holding PLC shares on the regulated market of Euronext Paris would be requested (with the delisting of Stallergenes shares occurring simultaneously). The admission to listing would be done through a prospectus submitted for approval by the French stock market authority (Autorité des marchés financiers).
According to the current timetable, the transaction could take effect in September 2015, following completion of all legal formalities required for implementation. Following completion of the transaction, Stallergenes’ and Greer’s activities will be held by Ares Allergy Holdings PLC, the UK subsidiary of Ares Life Sciences. Listing of the new Group on the regulated Euronext market (under the name Ares Allergy Holdings PLC) is also expected to take place in September 2015 as soon as all the conditions precedent have been met.
Stallergenes has also appointed an advisory bank, Lazard Frères, to assist in the analysis of the terms and conditions of the proposed transaction. Its role, under the supervision of Stallergenes’ Independent Directors Committee, will particularly involve assessing the financial and technical arrangements of the plan.
In the context of the proposed transaction and in accordance with the regulations applicable to such transactions, on 12 March 2015 the Presiding Judge of the Commercial Court of Nanterre also appointed the firm Ledouble as the official Court-Appointed Valuation Expert. Ledouble will also specifically be tasked with submitting a report on the terms and conditions of the merger and checking the relevance of the relative values and the fairness of the exchange ratio as well as assessing the value of the contributions in kind.
The report by the Court-Appointed Valuation Expert, as well as the independent expert’s certification of fairness, will be available one month before the General Meeting held in accordance with regulations to decide on the merger. It is expected that the Independent Directors Committee will make a progress update on the work during a meeting of the Board of Directors scheduled for mid-April. After completion of the current information and consultation process of Stallergenes’ Works Council, the Board of Directors will meet to give its decision regarding the proposed transaction upon the recommendation of the Independent Directors Committee, following which, the decision on the proposed transaction will then be submitted to Stallergenes shareholders.
This transaction is also subject to certain customary conditions, notably the approval of the French tax authorities and confirmation by the Financial Markets Authority that it will not trigger a requirement to make a public buy-out offer for STALLERGENES shares.
According to the current timetable, the transaction could take place during the third quarter of 2015, following completion of the legal formalities required for implementation.
Details: Founded in 1904 and based in North Carolina, Greer is the leader in allergy immunotherapy in the US with a market share of approximately 52% and is Stallergenes’ partner for the marketing and distribution of Oralair® in the US. Greer develops and provides AIT products and services for treating humans and animals and has a broad selection of allergen extracts that it distributes for subcutaneous testing and treatment. Greer is specialized in the preparation of AIT prescriptions for doctors throughout the United States and for veterinarians in the United States, Canada and Europe. It has developed a sublingual AIT treatment in solution for ragweed pollen allergies which is in the process of obtaining approval by the FDA. Stallergenes is a global healthcare company specialized in the diagnosis and treatment of allergies. The company operates in 23 countries and employs over 1,000 people. In 2014, the Company generated total revenues of €251 million, and more than 500,000 patients were treated with Stallergenes products. The new group would benefit from the significant complementary strengths of Stallergenes and Greer, notably in the fields of product development, production, regulatory expertise and commercial practices.
Related: Allergic diseases
