Combination of Sartorius Biotech Division and Stedim Completed
June 29 2007 - 2:07PM
Business Wire
The combination of the Biotechnology Division of the German company
Sartorius AG (FWB:SRT) and French-based Stedim S.A. has been
wrapped up. Today, on Friday, June 29, 2007, Sartorius AG acquired
the share package from the Stedim founders. At the extra-ordinary
general meeting that took place afterwards in Paris, Stedim
shareholders approved the contribution of the carved-out
Biotechnology Division from Sartorius into Stedim and thus the
increase in capital this entailed. Therefore, Sartorius AG is the
majority shareholder with a controlling stake in the new company.
In addition, the shareholders also resolved to rename Stedim S.A.
to Sartorius Stedim Biotech S.A., and elected the members for the
new company�s board. At the following meeting of the board of
Sartorius Stedim Biotech, Sartorius CEO and Executive Board
Chairman Joachim Kreuzburg was elected Chairman of the Board and
Chief Executive Officer (CEO). In addition, the board includes
members with an executive function: Liliane de Lassus, Volker
Niebel and Reinhard Vogt. Members with a non-executive function on
the board are Bernard Lema�tre, the founder of Stedim Biosystems
S.A.; Arnold Picot, Chairman of the Sartorius AG Supervisory Board;
and Henri Riey. As the new majority shareholder of Sartorius Stedim
Biotech, Sartorius AG will soon launch a tender offer for Sartorius
Stedim Biotech shares owned by minority Stedim shareholders for a
proposed price of 43 euros in cash. As Sartorius strives to keep a
high percentage of shareholders invested in Sartorius Stedim
Biotech, Sartorius will offer a limited warranty against a
potential decrease in the share price to such shareholders of
Sartorius Stedim Biotech that will not tender their shares to the
offer. This warranty offers a cash payment after a maturity period
of 24 months equal to the difference between the capitalized offer
price of 47.50 euros and the 30-day average trading price, weighted
at the time, of the Sartorius Stedim Biotech shares. This payment
is limited to a maximum of 20 euros per share. Sartorius filed the
corresponding tender offer on Friday, June 29, 2007 with the French
exchange supervisory authority (AMF). The tender offer will begin
within three trading days following final clearance by the AMF.
After closing of the tender offer and depending on the acceptance
quota, Sartorius will hold from approx. 70 to approx. 91 percent of
the shares in Sartorius Stedim Biotech, taking into account the
reinvestment of the founders of Sartorius Stedim Biotech in the
company. The draft tender offer documents are available on
Sartorius` and Sartorius Stedim Biotech`s websites. The offer terms
are still subject to the review of the AMF. The combination of the
Sartorius Biotechnology Division and Stedim creates a global
biopharmaceutical supplier, for which pro forma sales revenue of
approx. 400-420 million euros is anticipated for the year 2007, and
which will employ some 2,200 persons. Kreuzburg announced that
integration would take place quickly. Immediately after both
businesses were combined, employees would be informed about the new
management structures, changes in the business operations and the
new corporate design, according to Kreuzburg. �We intensively used
the four months between announcement and completion of this
combination in order to prepare for integration,� said Kreuzburg.
�With our organization that will soon be completely integrated, we
will once again considerably enhance our positioning as a total
solutions provider for the biopharmaceutical industry, and focus
entirely on innovation and growth in this highly attractive
market.� Sartorius and Stedim had announced their agreement to
combine their businesses on February 22, 2007. Following clearance
of this transaction by the relevant antitrust authorities, approval
by the Stedim general meeting and filing of the tender offer with
the AMF, the combination has been finalized on today�s date and the
road is clear for integration of both companies. Current image
files Joachim Kreuzburg, Chief Executive Officer:
www.sartorius-stedim.com/media/content/press/support/Dr_Kreuzburg.
jpg Sartorius Stedim Biotech (1):
www.sartorius-stedim.com/media/content/press/support/Image_01.jpg
Sartorius Stedim Biotech (2):
www.sartorius-stedim.com/media/content/press/support/Image_02.jpg A
profile of Sartorius Stedim Biotech Sartorius Stedim Biotech is a
leading provider of cutting-edge equipment and services for the
development, quality assurance and production processes of the
biopharmaceutical industry. Our integrated solutions covering
fermentation, filtration, purification, fluid management and lab
technologies are supporting the biopharmaceutical industry around
the world to develop and produce drugs safely, timely and
economically. For next generation processes, we focus on single-use
technologies and added-value services to meet upcoming requirements
of the industry we serve. Strongly rooted in the scientific
community and closely allied with customers and technology
partners, we are dedicated to our philosophy of �Turning science
into solutions�. Headquartered in Aubagne, France, and with main
operations in Germany and the US, Sartorius Stedim Biotech shares
are listed on the Eurolist of Euronext Paris. The company owns
production and sales companies worldwide and employs over 2,200
people. In 2007, pro forma corporate sales are expected to total
400-420 mn euros. This press release contains statements about the
future development of the Sartorius Group and the Sartorius Stedim
Biotech Group. We cannot guarantee that the content of these
statements will actually apply because these statements are based
upon assumptions and estimates that harbor certain risks and
uncertainties. 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. The
tender offer to acquire the shares in Sartorius Stedim Biotech
described in this announcement has not started yet. An offer to
sell will be exclusively based on the definitive terms of the
tender offer yet to be approved by the AMF. This is a translation
of the original German-language press release. Sartorius shall not
assume any liability for the correctness of this translation. The
original German press release is the legally binding version.
Furthermore, Sartorius reserves the right not to be responsible for
the topicality, correctness, completeness or quality of the
information provided. Liability claims regarding damage caused by
the use of any information provided, including any kind of
information which is incomplete or incorrect, will therefore be
rejected.
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