Success of the Simplified Cash Tender Offer for the Shares & bons de souscription d’actions of Novagali Pharma SA by Santen...
December 21 2011 - 12:00PM
Business Wire
Regulatory News:
Santen Pharmaceutical Co., Ltd. (“Santen”) and Novagali Pharma
SA (“Novagali”) announced today the success of the simplified cash
tender offer for the shares and bons de souscription d’actions
(“BSAs”) of Novagali (Paris:NOVA) initiated by Santen (the
“Offer”).
The Autorité des Marchés Financiers (“AMF”) published today the
results of the Offer which took place from December 2, 2011 to
December 15, 2011 included. Over the course of the Offer, 7,545,247
shares, 700 2014 BSAs and 5,406 2019 BSAs1 have been tendered, for
€6.15 per share, €4.03 per 2014 BSA and €2.75 per 2019 BSA.
Taking into account the shares held prior to the opening of the
Offer, Santen now holds directly:
- 15,788,594 shares representing 96.73%
of the share capital and of the voting rights of Novagali on the
basis of a share capital consisting in 16,322,484 shares
representing an equal amount of voting rights (and 96.91% of the
share capital and voting rights of Novagali when excluding the
30,148 Novagali treasury shares not tendered into the Offer),
- 700 2014 BSAs, representing 100% of the
outstanding 2014 BSAs, and
- 5,406 2019 BSAs, representing 100% of
the outstanding 2019 BSAs.
Following the Offer period, the shares not held by Santen
represent less than 5% of Novagali’s share capital or voting rights
when excluding Novagali’s treasury shares.
Consequently, in accordance with its intentions disclosed in the
Offer Document, Santen will provide to each shareholder who
tendered its shares, via the centralised procedure, an additional
consideration of ten eurocents (€0.10) per share tendered in the
Offer (i.e., an aggregate price of €6.25 per share tendered into
the Offer).
In addition, Santen intends, as announced in the Offer Document,
to request from the AMF, pursuant to Article L.433-4 III of the
French Monetary and Financial Code and Articles 237-14 et seq. of
the General Regulations of the AMF, the implementation of a
squeeze-out for the Novagali shares not tendered into the Offer
within a 3-month period starting at the end of the Offer, i.e.,
March 15, 2011 at the latest and for a price corresponding to the
price paid in the Offer, i.e., €6.25 per share, including the
additional consideration mentioned above.
The AMF will publish the implementation date of the squeeze-out
and the related procedure will be announced in a press release.
Upon completion of the squeeze-out, the shares of Novagali shall be
delisted from Euronext Paris.
Jérôme Martinez, CEO of Novagali, concludes: "We are very happy
that so many of our shareholders have shared our enthusiasm for the
alliance between Novagali and Santen. The success of Santen' s
Offer, and the following mandatory squeeze-out of the remaining
Novagali Pharma financial instruments, mark the beginning of a new
era for Novagali as, after only one year as a listed company,
Novagali Pharma has now a new strong ally to continue its growth.
On this day, I want to express my greatest gratitude to our
longstanding shareholders and to those who have joined us since the
listing, for their trust and their loyalty and to assure them of
the determination of our teams to further develop our truly
innovative solutions for the treatment of ophtalmic diseases."
Akira Kurokawa, President and CEO of Santen quotes: “We are very
pleased with the successful results of the Offer. The management
and the people at Novagali and Santen are excited that the initial
stage of the integration process has completed successfully. Both
companies have already commenced specific discussions with a view
to achieve mutual goals. We are convinced that together we will be
able to deliver innovative ophthalmology treatments to patients all
over the world, especially in Europe, and contribute to the
improvement of the quality of life of those patients and their
relatives.”
About Santen Pharmaceutical Co.
Ltd.
Founded in 1890, Santen is a global pharmaceutical company
specialized in the fields of ophthalmology and ant-rheumatics,
which is headquartered in Osaka, Japan. Among prescription
ophthalmic pharmaceuticals, Santen holds the top share within the
Japanese market and is one of the leading ophthalmic companies
worldwide. Santen has subsidiaries in the U.S., Europe, and Asia,
including its Emeryville, California based Santen Inc., its
Tampere, Finland based Santen OY, its Suzhou, China based Santen
Pharmaceutical (China) Co., Ltd. and its Bangalore, India based
Santen India Private Limited.
For more information, visit www.santen.com.
About Novagali Pharma
S.A.
Founded in 2000, Novagali Pharma SA is a pharmaceutical company
that develops and commercializes ophthalmic innovative products for
all segments of the eye. Thanks to its three proprietary technology
platforms, the Company has an advanced portfolio of highly
innovative products, one of which is already on sale and two of
which have ongoing undergoing phase III clinical trial programs.
Since July 2010 Novagali Pharma has been listed on NYSE Euronext
Paris - Compartment C.
For further information on Novagali Pharma S.A.:
www.novagali.com
1 The 13,624 2019 BSAs have been exercised during the Offer
period and the corresponding shares have been tendered into the
Offer.
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