Completion of Novo Nordisk's Acquisition of a Controlling Stake in BIOCORP

04 Aug 2023 18:00 CEST

Regulatory News:

Following the announcement of the planned acquisition of BIOCORP Production SA (FR0012788065 - ALCOR) (“BIOCORP”) by NOVO NORDISK (DK0060534915 - Novo-B), a leading global healthcare company headquartered in Denmark and developing treatments against diabetes and other chronic diseases (“NOVO NORDISK”), released on June 5, 2023, BIOCORP announces that, following receipt of customary regulatory approvals, NOVO NORDISK has today completed the off-market acquisition from BIO JAG, BIOCORP’s main shareholder, and certain minority shareholders, including Nyenburgh, Greenstock and Vatel Capital, of a total of 2,838,669 shares representing 64.3% of BIOCORP’s share capital and 64.09% of its voting rights¹, for a price of €35.00 per share (the “Controlling Stake”).

The outstanding convertible bonds issued by BIOCORP have been fully redeemed in cash by BIOCORP as of the date hereof in connection with the completion of the acquisition of the Controlling Stake.

As a result, the composition of BIOCORP’s Board of Directors has been modified to take into account its new shareholding structure. Following the resignation of Mr Jacques Gardette and Mr Julien Gardette from their mandates as directors, BIOCORP's Board of Directors comprises a total of five members, i.e.: Mrs. Marianne Ølholm, Mr. Peter Bøggild, Mr. Eric Dessertenne, Mr. Jean-Yves Berthon and Mr. Stéphane Legastelois. Mrs. Marianne Ølholm and Mr. Peter Bøggild have been co-opted to replace Mr. Jacques Gardette and Mr. Julien Gardette. These co-optations, which took effect as at the date hereof, will be submitted for approval to the next shareholders' annual general meeting of BIOCORP.

In accordance with the General Regulations of the French Financial Markets Authority (Autorité des Marchés Financiers), and in particular articles 233-1, 2° and 234-2 thereof, NOVO NORDISK will file with the Autorité des Marchés Financiers in the next few days a draft simplified mandatory tender offer to purchase the remaining BIOCORP shares (the “Offer”), and will then proceed with the mandatory squeeze-out of BIOCORP's shares if the conditions required for its implementation are satisfied at the end of the Offer. The Offer will be made at the same price as the acquisition of the Controlling Stake of €35.00 per share. Completion of the Offer is subject to a declaration of compliance from the Autorité des marchés financiers.

As announced in the press release published by BIOCORP on June 19, 2023, BIOCORP’s Board of Directors has appointed ACCURACY, represented by Mr. Henri Philippe, as independent expert in connection with the Offer. BIOCORP's Board of Directors issued on 4 August 2023, based on NOVO NORDISK's draft offeror information notice, a favourable reasoned opinion on the merits of the Offer and its consequences for the Company, its shareholders and its employees, which will be set out in the draft information notice in response to be filed with the Autorité des marchés financiers in accordance with applicable regulations.

ABOUT BIOCORP
Recognized for its expertise in the development and manufacture of medical devices and delivery systems, BIOCORP has today acquired a leading position in the connected medical device market thanks to Mallya. This smart sensor for insulin injection pens allows reliable monitoring of injected doses and thus offers better compliance in the treatment of patients with diabetes. Available for sale from 2020, Mallya spearheads BIOCORP's product portfolio of innovative connected solutions. The company has 80 employees.
BIOCORP is listed on Euronext since July 2015 (FR0012788065 – ALCOR). For more information, please visit www.biocorp.fr.

¹ Based on the Company’s share capital being made up of 4,412,286 shares representing 4,429,068 theoretical voting rights as of 31 July 2023, after the loss the double voting rights attached to the shares held by Bio Jag.

View source version on businesswire.com: https://www.businesswire.com/news/home/20230804577918/en/

BIOCORP
Éric Dessertenne
CEO

Sylvaine Dessard
Senior Director Marketing & Communication investisseurs@biocorp.fr / rp@biocorp.fr
+ 33 (0)6 88 69 72 85

ULYSSE COMMUNICATION
Bruno Arabian
barabian@ulysse-communication.com
+33 (0)6 87 88 46 26

Margaux Puech
mpuech@ulysse-communication.com
+33 (0)7 86 16 01 09