PARIS, FRANCE: Novo Nordisk, a leading global healthcare company, has announced that it has entered into a share purchase agreement with BIO JAG, the main shareholder of BIOCORP, to acquire 1,998,800 BIOCORP shares, representing 45.3% of its share capital and 62.2% of its theoretical voting rights.

Novo Nordisk would also 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, representing together 19% of the share capital and 13.1% of the theoretical voting rights of BIOCORP.

The completion of the acquisition of the Controlling Stake and the acquisition of the shares held by minority shareholders, representing together 64.4% of the share capital and 75.3% of the voting rights, remains subject to customary regulatory approvals.

As a result of the contemplated transaction, Novo Nordisk would file with the French Financial Market Authority (AMF) a mandatory simplified tender offer on all remaining outstanding BIOCORP shares on the same financial terms as the acquisition of the Controlling Stake (EUR 35.00 per share). The price of the Offer values 100% of BIOCORP’s share capital and voting rights at EUR 154.4m.

In this context, BIOCORP has concluded today with Novo Nordisk a Tender Offer Agreement, governing BIOCORP’s and Novo Nordisk’s respective commitments within the context of the Offer.

Today, BIOCORP’s Board of Directors has decided to appoint Accuracy, represented by Mr. Henri Philippe as independent expert consistently with the provisions of Article 261-1 I 2° and 4° and II of the AMF General Regulations, to establish a report on the financial conditions of the Offer and to attest the fairness of the Offer.

The closing of the acquisition of the Controlling Stake, and the filing of the Offer shall occur during the third semester of 2023.

BIOCORP will keep the market informed of any significant developments in the above-mentioned operations.

Commentary

This is a significant development for both BIOCORP and Novo Nordisk. For BIOCORP, it provides a significant financial boost and the opportunity to become part of a larger, more established company. For Novo Nordisk, it gives them access to BIOCORP’s innovative technology and expertise in the design, development, and manufacturing of delivery systems and innovative medical devices.

The acquisition is subject to regulatory approvals, but if it is successful, it will be a major step forward for both companies.

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