Tiancheng Pharmaceutical Holdings AG: Public cash offer for Biotest shares launched
Public cash offer for Biotest shares launched
Munich, 18 May 2017 - Tiancheng (Germany) Pharmaceutical Holdings AG, a company indirectly controlled by Creat Group Corporation ("Bidder"), today published the offer document for the voluntary public takeover offer of all outstanding shares in Biotest AG ("Biotest"). Prior to its publication, the offer document was approved by the German Federal Financial Supervisory Authority (BaFin) in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz).
Today's publication of the offer document represents the commencement of the acceptance period. Biotest shareholders can now accept the takeover offer by tendering their shares to the Bidder. The acceptance period will end on 15 June 2017, 24:00 hrs (Frankfurt am Main local time)/18:00 hrs (New York local time).
The Bidder offers Biotest shareholders EUR28.50 per ordinary share and EUR19.00 per preference share in cash. The offer provides for a compelling valuation to Biotest shareholders and represents a premium of 58% and 22% to the 6-month volume-weighted average stock exchange price for ordinary shares and preference shares respectively (as of 29 March 2017, the last trading day prior to the disclosure of ongoing negotiations between Creat Group and Biotest). The Bidder believes the offer price for both share classes to reflect Biotest's full value considering Biotest's current difficult transition period, operational challenges and the significant financial impact of the recent albumin recall.
The albumin recall occurred after the announcement of the Bidder's intention to launch a takeover offer and led to Biotest reducing its EBIT guidance for 2017 by EUR25 million to EUR30 million to an implied new guidance of EUR16 million to EUR23 million (derived by subtracting EUR25 million from high end of the previous guidance of EUR48 million and EUR30 million from the low end of the previous guidance of EUR46 million). The implied new guidance resembles a 64% to 75% decrease compared to Biotest's 2016 EBIT of EUR64 million.
The completion of the takeover offer will be subject to a minimum acceptance threshold of at least 75% of all Biotest ordinary shares and foreign investment control and merger control antitrust approvals.
The Board of Management and Supervisory Board of Biotest welcome and support the offer. The majority shareholder of Biotest, OGEL GmbH, has irrevocably committed to tender its 50.6% stake of ordinary shares in Biotest in the offer.
The official offer document is available at http://www.tiancheng-germany-pharmaceutical-angebot.de.
About Creat Group Corporation
Creat Group Corporation (www.creatgroup.com) is a leading Chinese investment group founded in 1992 that has significant expertise in the plasma industry. It invests in healthcare and pharmaceuticals, manufacturing, energy, finance, and natural resources. The company is based in Beijing, China, with other offices in Hong Kong and Shanghai. Through its investment in China's largest listed blood products company Shanghai RAAS as well as the 2016 acquisition of UK-based plasma supplier and manufacturer of plasma-derived protein therapeutics Bio Products Laboratory, Creat is a significant investor in the global plasma market.
Knut Engelmann CNC - Communications & Network Consulting AG T +49 69 506 037 570
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