SARTORIUS: Reminder Concerning the Main Characteristics of the Guarantee Rights from July 2007
June 26 2009 - 3:20PM
Business Wire
Regulatory News:
For the sake of formality, Sartorius (FWB:SRT) as majority
shareholder of Sartorius Stedim Biotech would like to remind that
the period for calculation of the share price guarantee are the 30
trading days preceding July 27, 2009, i.e. from June 15 until July
24, 2009. In the following, the main characteristics of these
guarantee rights will again be explained. All of the explanations
given below are completely congruent with the statements made in
the various press releases in the past, the 2007 and 2008 Annual
Reports of Sartorius and the First-quarter Report of 2009 of
Sartorius and, therefore, do not represent any new information.
Furthermore, Sartorius has already accounted for these share price
guarantees to the full extent in its 2008 annual financial
statements and in its first-quarter statements of 2009.
Background
In fiscal 2007, the leading international laboratory and process
equipment provider Sartorius AG acquired a majority stake and
controlling interest in Stedim S.A., which since then has been
officially named Sartorius Stedim Biotech S.A. This transaction was
accompanied by a mandatory offer to the shareholders of Sartorius
Stedim Biotech, which entailed granting a separate non-transferable
share price guarantee to those shareholders who chose to remain
invested.
Information on the characteristics of the guarantee rights are
included in the offer prospectus published by Sartorius in the
context of its simplified tender offer on Sartorius Stedim Biotech
in July 2007, which has been available since then on the Sartorius
website (www.sartorius.com) and on the AMF website
(www.amf-france.org).
The main characteristics of the guarantee rights are set forth
below.
Beneficiaries of the guarantee rights
Guarantee rights were granted by Sartorius to the following
persons:
- Persons who held Sartorius
Stedim Biotech shares on the offer closing date, i.e. July 26,
20071, one guarantee right being allocated for each Sartorius
Stedim Biotech share held July 26, 2007 after the closing of the
market; and
- Persons who held Sartorius
Stedim Biotech stock options on the offer closing date, i.e. July
26, 2007, and who have exercised their options between the offer
closing date and July 24, 2009, one guarantee right being allocated
for each Sartorius Stedim Biotech share issued upon exercise of the
options.
It is specified that the persons who have acquired Sartorius
Stedim Biotech shares after July 26, 2007 do not benefit from
guarantee rights in respect of the shares so acquired.
Non-transferability of the guarantee rights and separation
from the shares
The guarantee rights are non-transferable, except in case of
inheritance or universal transfer of assets.
They are also separated (�detached�) from the Sartorius Stedim
Biotech shares in relation to which they were allocated; hence, in
the event the beneficiaries of the guarantee rights sell the shares
in respect of which the guarantee rights were allocated, the
guarantee rights will remain registered in such beneficiaries�
account.
Rights attached to the guarantee rights
- Each guarantee right gives right
to the payment of a certain cash amount at the end of a 2-year
period following the closing of Sartorius� offer, such period
expiring on July 27, 2009 (the �Maturity Date�).
- Such amount is equal to the
difference between the amount of 47.50 euros and the average
closing price of the Sartorius Stedim Biotech share, weighted by
trading volume, calculated over the 30 trading days preceding the
Maturity Date (i.e. from June, 15, to July, 24, 2009), called
�Reference Trading Price�.
- Such amount is capped at 20
euros per guarantee right.
Implementation of the guarantee rights
Within three days of the Maturity Date, i.e. on July 30, 2009 at
the latest, Sartorius will publish a financial notice indicating
the amount of the Reference Trading Price as well as the amount of
the difference between 47.50 euros and the Reference Trading Price,
corresponding to the amount due in respect of each guarantee
right.
Euronext will also publish a notice indicating the amount and
the modalities of the payment due in respect of the guarantee
rights.
Payment will be made on Sartorius� behalf by BNP Paribas
Securities Services, as paying agent, to the intermediaries with
whom guarantee rights are registered. Such intermediaries will then
credit the amount due to each beneficiaries of guarantee
rights.
A Profile of Sartorius
The Sartorius Group is a leading international laboratory and
process technology provider covering the segments of biotechnology
and mechatronics. In 2008, the technology group earned sales
revenue of 611.6 million euros. Founded in 1870, the
Goettingen-based company currently employs approximately 4,600
persons. The major areas of activity in its biotechnology segment
focus on filtration, fluid management, fermentation, purification
and laboratory applications. In the mechatronics segment, the
company primarily manufactures equipment and systems featuring
weighing, measurement and automation technology for laboratory and
industrial applications. Key Sartorius customers are from the
pharmaceutical, chemical and food and beverage industries and from
numerous research and educational institutes of the public sector.
Sartorius has its own production facilities in Europe, Asia and
America as well as sales subsidiaries and local commercial agencies
in more than 110 countries.
This press release is for information purposes only. It shall
not constitute an offer to purchase nor an invitation to make an
offer to sell Sartorius Stedim Biotech shares.
____________________________________________________________________________
1 As an exception, as regards the Sartorius Stedim Biotech
shares for which a transfer order was placed within the 3 days
preceding the closing of the offer, the guarantee rights were
allocated to the transferee of such shares, even though the shares
were not yet registered in the transferee�s name on the date of
allocation of the guarantee rights.
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