Press Release.
Oslo, Norway, 20 January, 2014 – Algeta ASA (“Algeta”; OSE: ALGETA) today announced that Aviator Acquisition AS, a wholly-owned subsidiary of Bayer Nordic SE, has commenced the voluntary cash offer (the “Offer”) to acquire the entire issued share capital of Algeta for NOK 362 per share.
The Offer values the total share capital of Algeta at approximately NOK 17.6 billion (USD 2.9 billion) on a fully diluted basis. The Board of Directors of Algeta has unanimously decided to recommend that its shareholders accept the Offer.
The Offer period starts on 20 January, 2014 and expires at 9:00am CET on 24 February, 2014. Bayer has obtained pre-acceptances for approximately 14% of the shares in Algeta, including pre-acceptances from all members of Algeta’s Board of Directors, certain senior managers as well as from Algeta’s largest shareholder, HealthCap IV.
The consummation of the Offer remains subject to satisfaction or waiver of customary conditions, including a minimum acceptance of at least 90% or such lower percentage (not being less than 50%) of the outstanding Algeta shares as Aviator Acquisition AS determines and no material adverse change having occurred in Algeta. The German Federal Cartel Office’s clearance of Bayer’s acquisition of Algeta was announced on 6 January, 2014. No further antitrust approvals are required.
The Offer document, containing the full terms and conditions of the Offer, was published today by Aviator Acquisition AS. Subject to restrictions under applicable securities laws, the Offer document will be distributed to all shareholders listed in Algeta’s share register and will also be available at sebgroup.com/prospectuses and via www.algeta.com.
As set forth in the Offer document, the Offer period is scheduled to expire on 24 February, 2014 and may be extended, at any time and on one or several times, provided however, that the maximum Offer period may not exceed 10 weeks. Bayer expects to close the transaction during the first quarter of 2014.
Important Information about the Offer
The Offer described in this press release has commenced. This press release is neither an offer to purchase nor a solicitation of an offer to sell shares. The Offer to purchase all the shares of Algeta is contained in the Offer document filed by Aviator Acquisition AS with the Norwegian regulatory authority Oslo Stock Exchange (OSE) and approved by the OSE on 20 January, 2014. Algeta stockholders and other investors are urged to carefully read the Offer document before making any decision with respect to the Offer. The complete Offer document will, subject to restrictions under applicable securities laws, be distributed free of charge to all Algeta shareholders registered in Algeta’s share register in Verdipapirsentralen (the Norwegian Central Securities Depository), and at sebgroup.com/prospectuses.
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For further information, please contact:
Oystein Soug +47 90 65 65 25
Chief Financial Officer
Mike Booth +1 646 410 1884
Communications & Corporate Affairs ir@algeta.com
About Algeta
Algeta is a company focused on developing, manufacturing and marketing novel targeted therapies for patients with cancer. The company is headquartered in Oslo, Norway, and has a US subsidiary, Algeta US, LLC, based in Cambridge, MA performing commercial marketing operations in the US. Algeta is listed on the Oslo Stock Exchange (Ticker: ALGETA). For more information please visit www.algeta.com.
Forward-looking Statements
This news release contains certain forward-looking statements that are based on uncertainty, as they relate to events and depend on circumstances that will occur in the future and which, by their nature, may have an impact on results of operations and the financial condition of Algeta. Such forward-looking statements reflect our current expectations and are based on the information currently available to Algeta. Algeta cannot give any assurance as to whether such forward looking statements will prove to be correct. These forward looking statements include statements regarding the Offer, conditions relating to the Offer and expected timing of the Offer, including the expected timing of closing. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by these forward-looking statements. These factors include, among other things, satisfaction of conditions to the Offer and investor participation in the Offer.
This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.
