Sartorius (TG:SRT)
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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 Lemaître,
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.