euro adhoc: Sartorius AG
Mergers - Acquisitions - Takeovers
Completion of
the merger between Sartorius biotechnology division and Stedim Biosystems
Disclosure announcement transmitted by euro adhoc. The issuer is responsible for the content of this announcement.
29.06.2007
Subsequent to the acqusition of the block of shares held by the founders of French Stedim S.A. as already notified today, the Stedim shareholders have, as expected, approved the contribution of the biotechnology division of Sartorius into Stedim and the related capital increase. The shareholders´ meeting further decided to rename Stedim as Sartorius Stedim Biotech and elected seven new members to the Board of the company.
In the subsequently held meeting of the newly elected Board of Sartorius Stedim Biotech, Sartorius´ Chairman of the Board Joachim Kreuzberg has also been elected as Chairman of the Sartorius Stedim Biotech Board. Furthermore, Joachim Kreuzburg has been appointed as Chief Executive Officer (CEO). The Board further comprises the following members as corporate officers: Liliane de Lassus, Volker Niebel and Reinhard Vogt. Board members without operational positions within the company are Bernard Lemaître, Arnold Picot and Henri Riey.
Subsequent to the closure of the shareholders´ meeting, Sartorius AG has filed the offer document for a mandatory tender offer to all outside Sartorius Stedim Biotech-shareholders with the French exchange supervisory authority Autorité des Marchés Financiers (AMF). Sartorius will offer a price of 43 Euro per share therein. As Sartorius intends that a large number of shareholders remain invested in Sartorius Stedim Biotech, it will offer a limited guarantee against a potential reduction in the stock price to those shareholders who do not tender their shares. Such guarantee provides for a compensation payment in the amount of the positive difference between the offer price compounded to 47,50 Euro and the weighted average trading price of the last 30 trading days of the Sartorius Stedim Biotech share. It is limited to a maximum amount of 20 Euro per share. The mandatory tender offer commences within three trading days following the final approval by the AMF and will be open for ten trading days. Subsequent to the implementation of the offer and dependent on the acceptance ratio, Sartorius will hold approx. 70 - 91% of the shares in Sartorius Stedim Biotech. It has been agreed with the Stedim founders that they will be invested in the capital of the new company with approx. 9%.
This announcement is made for information purposes, only. It does not constitute an offer to purchase nor an invitation to make an offer to sell shares in Sartorius Stedim Biotech S.A. The tender offer to acquire the shares in Sartorius Stedim S.A. described in this announcement has not started yet. An offer to buy will exclusively be based on the draft tender offer and the related documentation filed with the Autorité des Marchés Financiers (AMF). This announcement contains forward-looking statements. These statements are based on current expectations, estimates and projections of Sartorius AG´s management and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict and are based upon assumptions as to future events that may not prove to be accurate.
end of announcement euro adhoc 29.06.2007 17:58:08
Further inquiry note:
Andreas Wiederhold
Treasury & Investor Relations
Telefon: +49 (0)551 308-1668
E-Mail: andreas.wiederhold@sartorius.com
Branche: Biotechnology
ISIN: DE0007165607
WKN: 716560
Index: CDAX, Prime All Share, Technologie All Share
Börsen: Börse Frankfurt / official dealing/prime standard
Börse Berlin / free trade
Börse Hamburg / free trade
Börse Stuttgart / free trade
Börse Düsseldorf / free trade
Börse München / free trade
Börse Hannover / official dealing