Novacap, a global player of the pharmaceutical industry and the chemistry, manufacturer, and distributor of products used in our daily life, and PCAS (Euronext Paris : CAC ISIN code FR0000053514), a leader in the design and manufacture of complex molecules for life Sciences and markets Fine chemicals, today announced to be in negotiations on a proposed strategic combination.
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To this end, Novacap has offered to acquire from certain shareholders of PCAS of blocks of shares representing in the aggregate more than 50% of the share capital and voting rights of the company.
This approximation would lean PCAS a strong partner who épaulerait in the implementation of its ambitious strategy of growth and transformation.
He would give birth to one of the world leaders in the synthesis of pharmaceutical and fine chemicals specialities, with an international presence, a broad product portfolio and an extensive range of technologies.
PCAS would integrate within the group Novacap in the form of an independent and self-sufficient. The current leaders, Gentlemen Touraille, Moissenot and Schreiner, would be in charge of implementing the strategies of transformation and development of PCAS.
In the framework of this approximation, Novacap has entered into a contract with Eximium, reference shareholder of PCAS, for the acquisition of approximately 29.5% of the share capital of the company at a price of 17 euros per share (balance of the dividend for the year ended December 31, 2016, attached).
This price per share represents a premium of 28% and 38% compared to average prices weighted by volumes over the last six months and last twelve months prior to the announcement.
This transfer of shares was concluded under the conditions precedent that (i) the acquisition by Novacap of blocks ensuring to him the possession of more than 50% of the share capital and voting rights of PCAS, and (ii) the obtaining of the required authorizations in the field of control of concentrations.
Simultaneously, Novacap has delivered an offer for the acquisition of their shares PCAS to Mr. Christian Moretti and certain other shareholders at the same price as the one offered at Eximium , which, with the block Eximium, confer more than 50% of the share capital and voting rights of the company. The beneficiaries of this offer document have consented to Novacap an exclusive negotiation until December 31, 2017.
Novacap has immediately communicated to the board of directors of PCAS his project of reconciliation, was informed of the contract concluded with Eximium and offers made to other shareholders and has indicated the conditions under which it would be willing to launch a Public Acquisition Offer Simplified if it has the possibility to acquire more than 50% of the share capital and voting rights of the company.
This project of approximation is very favourably received by the reference shareholders, by the Board of Directors of PCAS and is fully supported by the whole of the management team.
The acquisition of PCAS by Novacap would be financed by resorting to debt and equity investments from its principal shareholders : Eurazeo, Ardian and Mérieux Développement. In the context of the overall funding of the acquisition, the group Eximium would invest part of the proceeds of sale of its shares PCAS to the sides of the shareholders of Novacap and under the same conditions as the latter.
The management team of PCAS could participate in profit-sharing plans which are already part of the officers and managers of Novacap.
After consultation with the representative bodies of the staff of PCAS , the obtaining of authorisations of the competent competition authorities and subject to the acquisition by Novacap of more than 50% of the share capital and voting rights of PCAS, Novacap would, in accordance with the French regulations, a Public Offer to Purchase Simplified in cash to acquire the remaining shares still in circulation of PCAS at the same per share price of 17 euros (balance of the dividend for the year ended December 31, 2016, attached). The documentation relating to the public offer would include the terms and conditions of the offer, and will be submitted to the Autorité des marchés financiers (AMF).
The offer will not be opened until after having been declared compliant by the AMF.
The Board of Directors of PCAS has appointed the firm of Kling & Associés as independent expert in accordance with article 261-1 I of the AMF’s general regulations.
Mr. Moretti, President of the Board of Directors, and Mr. Delwasse, Vice-President, would leave the Board of Directors of PCAS as soon as the final acquisition of more than 50% of the shares PCAS by Novacap, Gentlemen Fennel and Kervarec. These four directors would be replaced by representatives of Novacap.
“The teams Novacap rejoice at the idea of working with the team of PCAS in order to create a leader in the field of active ingredients and fine chemicals, with a very high potential of development,” said Mr. Pierre Luzeau, Chairman of Novacap.
“It is with a very positive feeling that I would put an end to my functions within PCAS by entrusting this group with Novacap to form a global leader. His future and that of his staff could not be more promising. ” stated Mr. Christian Moretti, Chairman of the Board of Directors of PCAS.
Mr. Vincent Touraille, managing Director of PCAS, stressed ” the strong complementarities between the two groups with the same industrial culture. The backing of PCAS to Novacap, would accelerate the group’s transformation PCAS committed since 3 years and its growth for years to come. ”
ABOUT NOVACAP
An international player in the field of pharmaceutical industry and chemistry, Novacap manufactures and markets the essential ingredients of everyday products. Through its three business divisions (Pharmaceutical & Cosmetics, Mineral Specialties and Performance Chemicals) Novacap offers a broad range of products and enjoys leading positions on the markets of pharmaceuticals and health, cosmetics and fragrance, human nutrition and animal nutrition, detergents and the environment. Novacap is not only characterized by a high level of quality of its products, but also by its culture of excellence that aims to provide its customers with the best level of service. Novacap has achieved a turnover of 637.8 million euros in 2016 and employs over 1 700 people in the world.
ABOUT PCAS
PCAS is a specialist in the development and production of complex molecules for life Sciences and innovative Technologies. With 7% of its turnover dedicated to R&D and a broad international presence, PCAS is the industrial partner of choice for major global companies that are leaders on their markets. With a particularly high level of requirement, the company offers a growing suite of products and proprietary solutions in segments of the edge. PCAS has achieved in 2016 a turnover 192.0 M and employs about 1 000 employees in 6 countries.
To learn more about PCAS : www.pcas.com
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