Santen Pharmaceutical Co., Ltd. Completes the Acquisition of a Controlling Interest in Novagali Pharma S.A.
October 11 2011 - 12:20PM
Business Wire
Regulatory News:
Following the press release of September 28, 2011, in accordance
with articles 223-2 and 223-6 of the general regulations of the
French Autorité des marchés financiers (“AMF”), Santen
Pharmaceutical Co., Ltd. (Osaka, Ticker Code 4536JP) (hereafter
“Santen”) and Novagali Pharma S.A. (Paris:NOVA) (hereafter
“Novagali”) are pleased to announce the completion today of
Santen’s acquisition of 50.55%1 of the share capital of Novagali
for a cash consideration of €6.15 per share, which may be increased
to €6.25 as described below (the “Block Purchase”).
Following the completion of the Block Purchase, Edmond de
Rothschild Investment Partners, Auriga Partners, Kurma Life
Sciences Partners, CDC Innovation, Mr. Bernard Chauvin and Mr.
Alain Munoz resigned from the Supervisory Board (conseil de
surveillance) of Novagali and the Supervisory Board of Novagali
convened and approved (i) the appointment of Messrs. Jyrki
Liljeroos, Naoya Karube and Kazuo Koshiji as members of the
Supervisory Board, (ii) the appointment of Mr. Naoya Karube as
Vice-Chairman of the Supervisory Board and (iii) the appointment of
Mr. Yasuhiro Yotsumoto as member of the Management Board
(directoire). The Supervisory Board of Novagali has now seven
members and no non-voting member (censeur).
As a result of the completion of the Block Purchase, Santen will
promptly file a mandatory tender offer (offre publique obligatoire)
with the AMF for the shares and securities not owned by Santen, in
accordance with article 234-2 et seq. of the general regulations of
the AMF (the “Tender Offer”). This Tender Offer will be followed by
a mandatory squeeze-out of the remaining shares in Novagali in the
event, Santen would hold, following the Tender Offer, at least 95%
of the shares and voting rights of Novagali.
In the event that upon completion of the Tender Offer Santen
holds at least 95% of the share capital and voting rights of
Novagali, the price per Novagali share to be paid to all Novagali
shareholders who sold their shares as part of the Block Purchase or
tendered their shares into the Tender Offer shall be increased by
an additional €0.10 per share, representing an aggregate price of
€6.25.
In connection with the Block Purchase, Bryan, Garnier and Co.
Ltd has expressed its unconditional and irrevocable waiver of all
lock-up undertaking applicable to the securities issued by
Novagali, including the lock-up undertaking which had been entered
into at the time of the initial public offering of Novagali with
certain existing shareholders. Shares which were under such lock-up
undertakings are consequently from the date of the completion of
the Block Purchase freely transferable.
In accordance with French regulations, additional information
regarding the terms and conditions of the Tender Offer will be
included in the Tender Offer documentation. The Tender Offer
remains subject to AMF clearance.
About Santen Pharmaceutical Co.
Ltd.
Founded in 1890, Santen is a $1 billion global company
headquartered in Osaka, Japan. Santen researches, develops and
markets ophthalmic products for physicians worldwide. 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
(www.novagali.com)
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 Based on the issued share capital on the date of closing of
the Block Purchase.
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