Novo Nordisk’s Bid for BIOCORP Set at 35.00 Euros per Share, Totaling 154 Million Euros

Novo Nordisk’s Bid for BIOCORP Set at 35.00 Euros per Share, Totaling 154 Million Euros

(IN BRIEF) Novo Nordisk A/S is in exclusive negotiations to acquire a controlling stake in BIOCORP Production SA, a French company specializing in medical device design and manufacturing. The acquisition would be followed by a mandatory tender offer for all remaining shares in BIOCORP. The cash price offered per share is 35.00 Euros, valuing the deal at approximately 154 million Euros. Novo Nordisk and BIOCORP have been collaborating since 2021 on the development of Mallya, a Bluetooth-enabled smart add-on device for pen injectors used by people with diabetes. The partnership has expanded to include the development of Mallya for other therapy areas. Novo Nordisk intends to maintain BIOCORP’s agility and entrepreneurial spirit while investing in the organization to deliver advanced devices and solutions for individuals living with serious chronic diseases worldwide.

(PRESS RELEASE) BAGSVÆRD/ ISSOIRE, 6-Jun-2023 — /EuropaWire/ — Novo Nordisk A/S (CPH: NOVO-B), a Danish multinational pharmaceutical company, and BIOCORP Production SA have announced an important development in their ongoing partnership. Novo Nordisk has entered into exclusive negotiations to acquire a controlling stake in BIOCORP, with plans to subsequently make a mandatory simplified tender offer for all remaining outstanding shares in BIOCORP¹. The offer will be made at a cash price of 35.00 Euros per share, amounting to a total equity value of approximately 154 million Euros.

“Novo Nordisk has strong and established core capabilities within developing, scaling, and large-scale manufacturing of innovative injection devices for insulin and other medicines, and we are looking to increase agility to enable faster innovation and development of novel connected devices,” said Marianne Ølholm, senior vice president, Devices and Delivery Solutions in Novo Nordisk. “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.”

BIOCORP, a French company renowned for its expertise in the design, development, and manufacturing of innovative medical devices and delivery systems, has gained recognition for its flagship product, Mallya. Mallya is a Bluetooth-enabled smart add-on device for pen injectors.

The collaboration between Novo Nordisk and BIOCORP began in 2021 with the joint effort to develop and commercialize a Mallya add-on device for the Novo Nordisk FlexTouch pen, primarily used by individuals with diabetes. Over the past two years, this collaboration has expanded, and both companies have worked together on creating versions of the Mallya device for various therapy areas.

With the acquisition, Novo Nordisk aims to maintain BIOCORP’s agility and entrepreneurial spirit while also making additional investments in the organization. The objective is to advance the development of cutting-edge devices and delivery solutions that will enhance care for individuals worldwide who are living with serious chronic diseases.

“We are delighted by the potential to join Novo Nordisk, a leading global healthcare company. This potential combination rewards our efforts, begun 5 years ago, to digitalize the treatment and monitoring of chronic patients, with the constant aim of easing their daily lives. 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 (Directeur général) of BIOCORP.

About the proposed transaction
Novo Nordisk has entered into exclusive negotiations with BIO JAG (“BIO JAG”), BIOCORP’s main shareholder, relating to the acquisition by Novo Nordisk of BIO JAG’s entire stake in BIOCORP representing 45.30% of its share capital and 62.19% of its theoretical voting rights². Moreover, Novo Nordisk would acquire, concomitantly with, and subject to the acquisition of BIO JAG’s stake, at the same price per share, the shares held in BIOCORP by certain minority shareholders, including Nyenburgh, Greenstock and Vatel Capital, representing, in aggregate, 19.03% of the share capital and 13.07% of the theoretical voting rights of BIOCORP³ (together with the acquisition of BIO JAG stake, the “Block Purchase”). The signing of a definitive documentation with BIO JAG would only take place following the information and consultation of BIOCORP’S Works Council (the “Comité Social et Economique”, or “CSE”). Completion of the Block Purchase will be subject to customary regulatory approvals.

Subject to completion of the Block Purchase, Novo Nordisk would file with the French Financial Market Authority (Autorité des Marchés Financiers – the “AMF”) a mandatory simplified tender offer on all remaining outstanding BIOCORP shares on the same financial terms as the Block Purchase (EUR 35,00 per share) (the “Offer”). The price of the Offer values 100% of BIOCORP’s share capital and voting rights representing a total equity value of approximately EUR 154.4 million on a fully diluted basis (the “Offer”). The price of the Offer represents a premium of 19.5% over BIOCORP’s closing market price on 2 June 2023 and 45.2% compared to the volume weighted average trading prices of the last 90 trading days.

On 4 June 2023, BIOCORP’s Board of Directors favorably and unanimously welcomed the proposed transaction, without prejudice to BIOCORP’s Board of Directors’ reasoned opinion (avis motive) which should be issued following remittance of the independent expert report, subject to the completion of the Block Purchase.

To this effect, on 4 June 2023, BIOCORP’s Board of Directors formed an ad hoc committee set up for the purpose of the Offer made up of Mr. Jean-Yves Berthon (independent director), Mr. Stéphane Legastelois (independent director) and Mr. Eric Dessertenne (Board member and CEO of BIOCORP). This committee shall be in charge of (i) recommending to the Board of Directors the appointment of an independent expert with the mission to prepare a report including a fairness opinion on the financial conditions of the Offer, including in the event of a mandatory squeeze-out procedure, in accordance with the provisions of the general regulations of the AMF, (ii) following and facilitating the work to be done by the independent expert, and (iii) preparing a draft reasoned opinion on the merits of the Offer and its consequences on BIOCORP, its shareholders and its employees.

The Block Purchase should take place during the third quarter of 2023. Filing of the subsequent Offer should take place in September 2023.

BIOCORP’s stock trading was suspended on June 5, 2023, and will resume at the opening of trading on June 6, 2023.

BIOCORP’s financial advisor for the transaction is Stifel, with McDermott Will & Emery acting as legal advisor. Novo Nordisk’s financial advisor is Lazard, with Bird & Bird acting as legal advisor.

About BIOCORP
Recognized for its expertise in the development and manufacture of medical devices and delivery systems, BIOCORP has a leading position in the connected medical device market thanks to Mallya. This intelligent sensor for injection pens allows reliable monitoring of injected doses and is used for the treatment of patients suffering from chronic disease in various therapeutic areas. Available for sale since late 2020, Mallya spearheads BIOCORP’s product portfolio of innovative connected solutions. The company has approximately 80 employees. For more information, visit biocorpsys.com

BIOCORP has been listed on Euronext Growth since July 2015 (FR0012788065 – ALCOR).

About Novo Nordisk

Novo Nordisk is a leading global healthcare company, founded in 1923 and headquartered in Denmark. Our purpose is to drive change to defeat diabetes and other serious chronic diseases such as obesity and rare blood and endocrine disorders. We do so by pioneering scientific breakthroughs, expanding access to our medicines, and working to prevent and ultimately cure disease. Novo Nordisk employs about 57,100 people in 80 countries and markets its products in around 170 countries. For more information, visit novonordisk.com, Facebook, Twitter, LinkedIn and YouTube.

Novo Nordisk contacts for further information

BIOCORP contacts for further information

Ulysse Communication contacts

¹ The outstanding convertible bonds issued by BIOCORP will be fully repaid in cash by BIOCORP on the completion date of the Block Purchase (as defined below).

² On the basis of a share capital as at 31 May 2023 of 4,412,286 actions representing 6,427,898 theoretical voting rights, it being specified that Novo Nordisk will not benefit from the double voting rights currently attached to the shares held by Bio Jag upon completion of the Block Purchase.

³ On the basis of a share capital as at 31 May 2023 of 4,412,286 actions representing 6,427,898 theoretical voting rights.