M&A Activity • Oct 31, 2007
M&A Activity
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NOVOZYMES TO ACQUIRE PHILOM BIOS INC., CANADA
October 31, 2007
Today Novozymes Biologicals Holding A/S, a wholly-owned subsidiary of Novozymes A/S, ("Novozymes"), has signed a pre-acquisition agreement with Philom Bios Inc. ("Philom Bios"), whereby Novozymes has agreed to offer the shareholders of Philom Bios CAD 6.50 per share in cash. This represents a total equity value of approximately CAD 25.6 million (DKK 138 million¹), corresponding to an enterprise value to sales multiple of approximately 2.0, based on 2005/06 sales. The offer includes outstanding stock options. Novozymes does not currently hold any stake in Philom Bios.
Philom Bios' board of directors unanimously recommend that the shareholders accept the offer, which is subject to certain limited conditions normal in a transaction of this nature including the approval of Philom Bios' shareholders. Shareholders representing more than 70% of the outstanding Philom Bios shares have irrevocably agreed to support and tender their shares to Novozymes.
Philom Bios was founded in 1980 and is located in Saskatoon, Canada. The company develops, manufactures and sells proprietary microbial inoculants to the agricultural industry. Philom Bios' microbial products stimulate the growth of crops by enhancing the absorption of nitrogen and phosphorous in a natural way. The company employs 75 people and had a turnover of CAD 12.4 million (DKK 66.8 million¹) for the year ended September 30, 2006. The company has been profitable for the last 10 years. Philom Bios is a reporting issuer in the Province of Saskatchewan but is not listed for trading on any exchange.
A successful acquisition of Philom Bios will enhance Novozymes' future activities within the growing bio-agricultural market and will also be a good strategic match seeing that both companies have competencies within microbial fermentation.
This transaction is subject to the fact that at least 67% of Philom Bios' outstanding shares are tendered to the bid. Novozymes has already secured more than 70% of the shares. The transaction is expected to be closed in December 2007.
A successful acquisition of Philom Bios is expected to have an insignificant impact on Novozymes' sales and EBIT in 2007. Consequently, the financial guidance for 2007 remains unchanged following the transaction. The acquisition will support the long-term sales growth projection of 10% per annum for Novozymes' microorganisms business. The EBIT margin is expected to be at level
¹Exchange rate 1 CAD = 5.39 DKK, Oct. 29, 2007
Stock exchange announcement no. 26, 2007 Page 1 of 2 Novozymes A/S Investor Relations 2007-23212-01 Krogshøjvej 36 DK-2880 Bagsværd
Phone: +45 4446 0000 Fax: +45 4446 1002
Internet: www.novozymes.com CVR number: 10 00 71 27
with the long-term financial expectations within a couple of years. However, initially financials will be impacted by the transaction costs.
Novozymes will finance the transaction from existing financial resources available to the company.
Financial advisers: Downer & Company (Boston, USA) Legal adviser: Osler, Hoskin & Harcourt LLP (Calgary, Canada)
Annegrethe Jakobsen Phone (direct): +45 4446 3050 Phone (mobile): +45 3077 3050
Yokima Cureton (North America) Phone (direct): +1 919 494 3209 Phone (mobile): +1 919 218 4501
Johan Melchior Phone (direct): +45 4446 0690 Phone (mobile): +45 3077 0690
Tobias Bjørklund (North America) Phone (direct): +1 919 494 3483 Phone (mobile): +1 919 649 2565
Camilla Kinch Jensen Phone (direct): +454446 0852 Phone (mobile): +45 3077 0852
Ian Christensen Phone (direct): +45 4446 0341 Phone (mobile): +45 3077 0341
This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposal to acquire Philom Bios Inc., including statements regarding the terms and conditions of the proposed transaction. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with a transaction, that the ultimate terms of the transaction will differ from those that currently are contemplated, and that the transaction will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. We undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of Novozymes, its financial or operating results or its securities.
Novozymes is the world leader in bioinnovation. Together with customers across a broad array of industries we create tomorrow's industrial biosolutions, improving our customers' business and the use of our planet's resources.
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With over 700 products used in 130 countries, Novozymes' bioinnovations improve industrial performance and safeguard the world's resources by offering superior and sustainable solutions for tomorrow's everchanging marketplace. Read more at www.novozymes.com.
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