Samsung Biologics(207940) said on the 31st it will launch a tender offer to acquire PolyPeptide Group, a Swiss peptide-focused contract development and manufacturing organizations (CDMO) corporations.
The company on the day posted on its website a tender offer prospectus targeting all 33,016,411 outstanding shares of PolyPeptide Group excluding treasury shares.
The tender offer will be conducted through Samsung Peptide, a Swiss special purpose company (SPC) subsidiary established for the acquisition.
The tender offer price is 44.31 Swiss francs (CHF) per share. If all outstanding shares are tendered, the total acquisition amount is 1.46 billion Swiss francs, or about 2.7 trillion won. The company said this is 40% higher than the closing price of 31.65 Swiss francs on Apr. 10, the trading day immediately before news emerged of a potential acquisition of PolyPeptide Group.
Compared with the volume-weighted average price (39.7 Swiss francs) over the 60 transaction days before Samsung Biologics' acquisition announcement on Jul. 20, the price is 11.6% higher.
PolyPeptide Group's board of directors unanimously supported the tender offer. IFBC, a Swiss takeover board-accredited valuation firm and global financial adviser, also opined that the tender offer price is fair.
Major shareholder Draupnir Holding also committed to tender all 18,375,000 shares it holds. That amounts to about 55.65% of PolyPeptide Group's total equity.
If the tendered equity exceeds 66.7% and the transaction conditions, including approvals from relevant regulators, are met, the company will complete the acquisition and then seek to delist PolyPeptide Group. If it secures more than 90% equity, it also plans to initiate a squeeze-out process for the remaining shares held by minority shareholders. The tender offer period runs from Sept. 15 (local time) to 4 p.m. on Oct. 12.
Samsung Biologics signed an acquisition agreement with PolyPeptide Group in Jul. and aims to finalize the acquisition by the end of Nov. this year. If the deal closes, it will be the largest merger and acquisition (M&A) in the pharmaceutical and biotech industry.
Through this acquisition, Samsung Biologics will expand its business scope—currently focused on antibody drugs, messenger RNA (mRNA), and antibody-drug conjugates (ADC)—to the peptide field.
CDMO contracts previously carried out by PolyPeptide Group will also be assumed. Accordingly, Samsung Biologics expects to secure stable order volumes immediately after the acquisition.
A company official said, "We plan to maximize business synergy by combining Samsung Biologics' capabilities in designing and operating large-scale production facilities with PolyPeptide Group's peptide development and production technologies," adding, "We are also considering expanding peptide production facilities in line with future market growth."