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Novo Nordisk, a global healthcare industry leader, is in exclusive talks to acquire a controlling interest in BIOCORP. Following the acquisition, Novo Nordisk will launch a compulsory, simplified tender offer for all remaining BIOCORP securities. This article explores the details of this potential transaction and its implications for both companies and their shareholders.
About the Proposed Transaction
Novo Nordisk is in exclusive discussions with BIO JAG, BIOCORP's principal shareholder, regarding the purchase of BIO JAG's entire stake in BIOCORP. This stake represents 45.3% of BIOCORP's share capital and 62.2% of its theoretical voting rights. The shares are priced at 35.00 Euros each.
"The proposed transaction would be followed by a mandatory simplified tender offer launched by Novo Nordisk on all remaining outstanding BIOCORP securities and, if the legal requirements are met, a mandatory squeeze-out of the remaining shareholders and delisting of BIOCORP."
Impact on Minority Shareholders
Certain minority shareholders, representing 19.0% of the share capital and 13.07% of the theoretical voting rights of BIOCORP, have committed to transferring their shares to Novo Nordisk upon completion of the acquisition of BIO JAG's stake.
BIOCORP: A Snapshot
BIOCORP is a French company specializing in the design, development, and manufacturing of delivery systems and innovative medical devices. This includes Mallya, a Bluetooth-enabled smart add-on device for pen injectors.
Collaboration Between Novo Nordisk & BIOCORP
Since 2021, Novo Nordisk and BIOCORP have collaborated on the development and commercialization of Mallya, an add-on device for the Novo Nordisk FlexTouch pen used by people with diabetes.
"We have enjoyed a fruitful collaboration with BIOCORP over the past couple of years, and we hope to be able to welcome the company and its highly skilled workers into Novo Nordisk to complement our in-house efforts within connected delivery solutions and accelerate our ambitions within devices and delivery solutions." - Marianne Ølholm, Senior Vice President, Devices and Delivery Solutions, Novo Nordisk.
Post Acquisition Plans
Upon completion of the acquisition, Novo Nordisk aims to preserve BIOCORP's agility and entrepreneurial spirit while investing further in the organization with the goal of delivering cutting-edge devices and delivery solutions to improve care for people across the globe living with serious chronic diseases.
BIOCORP's Response to the Proposed Transaction
"We are delighted by the potential to join Novo Nordisk, a leading global healthcare company. Our teams are enthusiastic about pursuing this public health mission, which will be intensified by the strength of Novo Nordisk's global presence," said Eric Dessertenne, CEO of BIOCORP.
A Closer Look at the Proposed Transaction
The completion of the Block Purchase will be subject to standard regulatory approvals. Following the completion of the Block Purchase, Novo Nordisk would file a mandatory simplified tender offer on all remaining outstanding BIOCORP shares with the French Financial Market Authority.
The Road Ahead
The Block Purchase is expected to take place in the third quarter of 2023. The subsequent filing of the Offer should take place in September 2023.
BIOCORP's Advisors for the Transaction
BIOCORP's financial advisor for the transaction is Stifel, with McDermott Will & Emery acting as a legal advisor. Novo Nordisk's financial advisor is Lazard, with Bird & Bird acting as a legal advisor.
About Novo Nordisk
Novo Nordisk is a leading global healthcare company, founded in 1923 and headquartered in Denmark. Their purpose is to drive change to defeat diabetes and other serious chronic diseases such as obesity and rare blood and endocrine disorders.
For more information, visit Novo Nordisk, Facebook, Twitter, LinkedIn, and YouTube.