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SnowWorld N.V. — M&A Activity 2010
Apr 26, 2010
3886_iss_2010-04-26_d1bdb02b-3448-41ae-9fe1-d6f1ff451c82.pdf
M&A Activity
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PRESS RELEASE Lelystad, the Netherlands, 26 April 2010
Fornix announces the proposed divestment of its Dutch Allergy Division to ALK-Abelló for a purchase price of EUR 19.6 million in cash
Following a strategic re-orientation for the Dutch activities of its Allergy Division (Artu Biologicals), Fornix BioSciences N.V. (Fornix) announces that it has reached an agreement and has today signed a Share Purchase Agreement with ALK-Abelló A/S (ALK) regarding the sale of 100% of the shares in the Dutch Allergy Division for a purchase price of EUR 19.6 million in cash, on a debt and cash free basis. The transaction is intended to become effective on 1 July 2010.
As part of the proposed transaction, all employees, assets and activities currently part of the Dutch Allergy Division will be transferred as per that date. In the agreement with ALK, the transfer of 10.4 FTEs currently employed by the Fornix Holding is foreseen. This transfer will include Fornix Chief Scientific Officer Dr. Folkert F. Roossien, who will become employed by ALK as of 1 July 2010. The German activities incorporated in Artu Biologicals Deutschland will not be part of the proposed transaction.
ALK, the world leader within allergy immunotherapy, is a research-driven global pharmaceutical company focusing on allergy treatment, prevention and diagnosis. ALK is already present in the Netherlands and now strengthens its market position as a result of the proposed transaction. ALK is committed to expanding the combined activities to create a leading platform within allergy immunotherapy in the Netherlands.
The Supervisory Board of Fornix has approved and recommended the Transaction on April 25th 2010 and Fornix' Works Council has rendered a positive advice. The only condition precedent to which the transaction remains subject is shareholders' approval (pursuant to Section 2:107a of the Dutch Civil Code). Fornix shall convene an extraordinary general meeting of shareholders (EGM) for such purposes as soon as possible with the aim to complete the transaction effective as of 1 July 2010. A shareholders circular describing the Transaction and its rationale in more detail will be made available timely in advance of the EGM.
Chairman of the Executive Board of Fornix Cees Bergman says: "We see the intended transaction as a logical next step for the future of the Dutch Allergy Division. It enables a continued treatment of existing patients and ensures longer-term stability and continuity for the organization. Compared to alternative scenarios, the transaction not only maximizes shareholder value but is also most optimal for other stakeholder interests."
President and CEO of ALK Jens Bager says: "We will be happy to welcome the Dutch Allergy Division of Fornix into the ALK Group in order to strengthen our platform for allergy
immunotherapy in the Netherlands. The acquisition is part of ALK's strategy of expanding its global presence and of contributing to the consolidation of the allergy vaccine industry."
For more information, please contact: Fornix BioSciences N.V.
Mr C.L. Bergman, CEO Tel. (0320) 26 77 99 Website: www.fornix.nl
END OF PRESS RELEASE
About Fornix BioSciences N.V.
Fornix BioSciences N.V. is a listed company (Euronext Amsterdam: AFORBI) which engages mainly in the development and sale of diagnostic and therapeutic allergen products and the distribution of medical aids and medical and nursing consumables.
Fornix BioSciences N.V. has sites in Lelystad, Beuningen and Hamburg. The company currently has 138 employees and operates mainly in the Netherlands and Germany. Its activities are conducted by two divisions, the Allergy Division consisting of Artu Biologicals Europe and the Medical Aids Division. The activities of Artu Biologicals Deutschland are conducted separately from these two divisions.
The Allergy Division focuses on the development, production and sale of a wide range of patient-friendly immunotherapeutic products including the Oralgen® and Igevac® brands. These products are administered in the causal treatment of allergies triggered by various allergens, such as grass and tree pollen and house-dust mites. The development programme is supported by high-quality R&D activities and pan-European clinical studies on the effectiveness and safety of the various products. Clinical research should over time lead to the registration of the company's most important allergen products Oralgen® Grass Pollen, Tree Pollen and House-dust mite. In the coming years, the company intends to increase its focus on allergen products and to expand its position in the growing immunotherapy market in Europe.
Artu Biologicals Deutschland in Hamburg carries a growing range of medical aids in Germany on an exclusive basis. The Oralgen® equivalent Igevac® is also distributed in this market on a named-patient basis.
The Medical Aids Division consists of Laprolan, located in Beuningen. The division focuses on the sale, marketing and distribution of a wide range of medical aids and medical and nursing consumables.