Kerry Group, a company of Irish origin, has launched a takeover bid for 100% of the capital of the Spanish biotech company Biosearch valued at 2.2 euros per share in cash, which represents a premium of 45.7% over its last share price. Biosearch shares start the session soaring more than 40%.
Kerry Iberia Taste & Nutrition, a company wholly owned by the Irish Kerry Group, has made a takeover bid for all the shares of Biosearch for an amount of 2.2 euros per share in cash, which represents a total outlay of 126.93 million euros, as reported by the firm to the National Securities Market Commission (CNMV).
This amount represents a premium of 45.7% over the 1.51 euros at which Biosearch closed last Friday on the stock market. This offer is launched on 100% of the Spanish biotech company chaired by Ignacio Elola, i.e. it is formulated on a total of 57,699,522 shares.
In addition, to ensure compliance with the obligations resulting from the offer, Kerry Iberia Taste & Nutrition will present to the CNMV a guarantee granted by BNP Paribas for an amount of 126.93 million euros. In addition, the company that has launched the takeover bid assures the market regulator that it has sufficient debt and equity commitments to meet the full payment of the offer consideration, the price of which meets the requirements to be considered as a ‘fair price’, subject to confirmation by the CNMV.
The offeror, which is a multinational in the food and beverage sector, has indicated to the markets regulator that this offer is subject to acceptance by holders of securities representing at least 50% of Biosearch’s share capital plus one share, i.e. 28,849,762 shares. The Irish group has also made the offer conditional upon obtaining the necessary authorisations, declarations of non-opposition or antitrust verifications. It will therefore apply to the Directorate-General for International Trade and Investment of the Ministry of Industry, Trade and Tourism for authorisation and the CNMV will not take a decision until this has been obtained.
Lactalis has committed itself to accept the offer.
Grupo Lactalis Iberia, shareholder of Biosearch with 29.5% of the capital, has irrevocably undertaken to accept the offer in relation to its 17.02 million shares in the capital of the biotechnology company.
As of today, neither Kerry Iberia Taste & Nutrition nor its parent company, which is an Irish-based developer of taste and nutritional solutions for the food, beverage and pharmaceutical markets, directly or indirectly holds any shares in Biosearch and neither of these companies has acquired any shares in the biotech during the twelve months prior to the date of this application.
Finally, with this takeover bid, the bidder will exercise its right to require the squeeze-out of Biosearch shares at the adjusted bid price, which will result in the delisting of the biotechnology company’s shares from the stock exchange.