The Spanish Securities and Exchange Commission (CNMV) has admitted for processing the application for authorisation to launch a takeover bid submitted by Kerry Iberia Taste & Nutrition, a company wholly owned by the Irish Kerry Group, for all the shares of Biosearch for an amount of up to 126.93 million euros.
In a statement, the CNMV explains that it has admitted the takeover bid as it understands that the prospectus and the documents presented, after the complementary documentation and the registered amendments, comply with the provisions of Article 17 of Royal Decree 1066/2007, of 27 July, on the takeover bid regime.
The supervisory body stresses that the admission of this application for processing “does not imply any pronouncement” on the resolution on the authorisation of the bid or any of its terms and conditions, which must be produced in accordance with the deadlines and other requirements set out in article 21 of the aforementioned regulation.
Furthermore, according to the CNMV, the acquisition resulting from the bid may be subject to the provisions of Article 7bis of Law 19/2003, of 4 July, on the legal regime governing capital movements and foreign economic transactions.
Pursuant to article 26.2 of Royal Decree 1066/2007, the CNMV will not authorise the offer until the mandatory prior authorisation referred to in the aforementioned Law has been obtained, if required.
Specifically, the offer of the Irish Kerry Group is made for a total of 57,699,522 shares at a price of 2.20 euros per share payable in cash.
In order to ensure compliance with the obligations resulting from the offer, Kerry Iberia Taste & Nutrition will submit to the CNMV a guarantee granted by BNP Paribas for an amount of 126.93 million euros.
In addition, Kerry Iberia Taste & Nutrition assures that it has sufficient debt and equity commitments to meet the total 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 effectiveness of the offer is subject to acceptance of the offer by holders of securities representing at least 50% of the capital of Biosearch plus one share, i.e. 28,849,762 shares.
Lactalis Iberia to accept the offer
Grupo Lactalis Iberia, a shareholder of Biosearch, has irrevocably undertaken to accept the offer in respect of its 17.02 million shares representing 29.50% of the capital of the biotechnology company.
At the date of the application for the offer, neither Kerry Iberia Taste & Nutrition nor Kerry Group, a company developing flavour and nutritional solutions for the food, beverage and pharmaceutical markets based in Ireland, directly or indirectly holds any shares in Biosearch and neither of these companies has acquired any shares in the biotechnology company during the twelve months prior to the date of this application.
Finally, the offeror intends to exercise its right to require the squeeze-out of Biosearch shares at the adjusted offer price, which will result in the delisting of the biotechnology company’s shares from the stock exchanges.