Samsung Biologics Launches Tender Offer for PolyPeptide Group AG... Accelerating Acquisition Process

[Financial News] Samsung Biologics has launched a tender offer to acquire PolyPeptide Group AG, a global peptide contract development and manufacturing organization (CDMO). With the largest shareholder committing to tender its entire stake, the acquisition process is expected to gain momentum.
Samsung Biologics announced on the 16th that it has launched a tender offer for 33,016,411 issued shares of PolyPeptide Group AG, excluding treasury shares, through its special purpose vehicle (SPC) subsidiary, Samsung Peptide.
The tender offer, which began on the 15th (Swiss local time), will run until 4:00 PM on October 12. The purchase price is 44.31 Swiss francs per share, and if all shares are tendered, the acquisition amount is approximately 1.46 billion Swiss francs (about 2.7 trillion won).
This tender offer is a follow-up to the agreement Samsung Biologics signed to acquire PolyPeptide Group AG last July. Draupnir Holding B.V., the largest shareholder of PolyPeptide Group AG, has committed to tendering its entire holding of 18,375,000 shares. This represents approximately 55.65% of the total outstanding shares.
Under Swiss mergers and acquisitions law, securing a stake of at least 66.7% is required to close the transaction. Excluding the majority shareholder's stake, the acquisition can be finalized by securing an additional 10% stake during the tender offer period. The PolyPeptide Group AG board of directors unanimously supported the tender offer, and the independent valuation firm IFBC AG opined that the proposed purchase price is fair.
Samsung Biologics plans to complete the final acquisition by the end of November this year after concluding the tender offer. After the acquisition, it plans to pursue the delisting of PolyPeptide Group AG shares, and once its stake rises above 90%, it intends to ultimately secure a 100% stake through a compulsory purchase procedure for the remaining minority shareholders.
The acquisition funds will be raised through a paid-in capital increase. On the 28th of last month, Samsung Biologics decided on a paid-in capital increase worth 3.01 trillion won through a shareholder allocation followed by a public offering of unsubscribed shares. Of this amount, 2.7062 trillion won will be invested in the acquisition of PolyPeptide Group AG, and 294.8 billion won will be invested in the expansion of the Incheon Songdo 2nd Bio Campus.
With this acquisition, Samsung Biologics' business scope expands from its existing focus on antibody drugs to peptides. In particular, the fact that it can secure a foundation for orders immediately after the acquisition by inheriting PolyPeptide Group AG's existing CDMO contracts is also expected to contribute to business expansion.
Samsung Biologics plans to expand its business in the peptide CDMO market by combining its large-scale production facility operation capabilities with PolyPeptide Group AG's peptide development and production technology.
A Samsung Biologics official stated, "By assuming the CDMO contracts currently being executed by PolyPeptide Group AG, we are now able to stably maintain order volumes immediately after the acquisition," adding, "We also plan to review the expansion of production facilities in line with the future growth of the peptide market to respond promptly to customer demand."
[email protected] Jeong Sang-hee Reporter