Solvay Pharmaceuticals S.A. launches friendly bid to acquire Innogenetics

Building on a successful R&D co-operation

29-Apr-2008

Solvay Pharmaceuticals S.A., a subsidiary of Solvay, and Innogenetics N.V. jointly announced that Solvay Pharmaceuticals S.A. will make a conditional tender offer to acquire Innogenetics in a cash transaction valued at EUR 5.75 per share.

Solvay initially entered into an R&D co-operation with Innogenetics in 1997 and has been implementing Innogenetics' technologies in its own drug discovery efforts. In the context of this long-standing relationship, Solvay historically holds a shareholding in Innogenetics (6.77%).

Solvay endorses Innogenetics' recent strategic decision to focus on diagnostics activities and to divest its subsidiary GENimmune, which develops novel immune therapeutics. Solvay intends to preserve the operational autonomy of Innogenetics, while continuing the development and expansion of the company's diagnostics business. In addition, both companies' R&D competencies will be leveraged to accelerate the development of Solvay's therapeutic pipeline through the implementation of biomarker, diagnostics and eventually companion diagnostics technologies.

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The proposed transaction is expected to close in the second calendar quarter of 2008 and is subject to the following closing conditions:

- approval by the competent competition authorities;

- no material adverse change in connection with Innogenetics resulting in a loss exceeding EUR 10 million; and

- an acceptance threshold of at least 90% + 1 of the outstanding shares of Innogenetics, which can be reduced to 75% + 1 share, subject to a modification in the articles of association (to introduce a "one share, one vote" principle, without any voting restrictions whatsoever).

The transaction value is EUR177.6 million for 100% of the outstanding shares. This represents a 53% premium to the closing price of 23 April, 2008 and a 42.8% premium to the volume average prices of Innogenetics shares over the preceding month. In addition, as part of the offer, Solvay will offer to purchase based on the offer price, the Innogenetics warrants and convertible bonds.

The board of directors of Innogenetics unanimously considers the offer to be friendly and supports it, subject to review of the takeover prospectus of Solvay and of the advice of the Works Council of Innogenetics. The board will explain its support in more detail in the memorandum of reply which it will issue in accordance with article 22 of the Belgian Takeover act of April 1, 2007. Pending the takeover bid, the board of directors of Innogenetics intends to continue to implement its earlier decision with respect to the restructuring and/or divestiture of its subsidiary GENimmune.

https://www.bionity.com/en/news/81412/solvay-pharmaceuticals-s-a-launches-friendly-bid-to-acquire-innogenetics.html