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Novo Nordisk Enters Exclusive Talks to Acquire Majority Stake in BIOCORP, Plans Tender Offer for Remaining Shares

Monday, June 05, 2023

Novo Nordisk A/S and BIOCORP Production SA have announced an agreement in which Novo Nordisk will enter into exclusive negotiations to acquire a controlling stake in BIOCORP. Following this, Novo Nordisk plans to make a mandatory simplified tender offer for all remaining outstanding shares in BIOCORP.

BIOCORP is a French company specializing in the development and manufacturing of innovative medical devices and delivery systems. Their portfolio includes Mallya, a Bluetooth-enabled smart add-on device for pen injectors used in the treatment of chronic diseases.

Novo Nordisk and BIOCORP have been collaborating since 2021 on the development and commercialization of the Mallya add-on device for Novo Nordisk's FlexTouch pen. This collaboration has expanded to encompass the development of Mallya devices for other therapeutic areas.

Marianne Ølholm, Senior Vice President of Devices and Delivery Solutions at Novo Nordisk, expressed the company's interest in enhancing agility for faster innovation and development of connected devices. The collaboration with BIOCORP has been fruitful, and Novo Nordisk looks forward to welcoming the company and its skilled workers to complement their efforts in devices and delivery solutions.

Upon completion of the acquisition, Novo Nordisk aims to preserve BIOCORP's entrepreneurial spirit while making additional investments in the organization. The goal is to deliver cutting-edge devices and solutions that improve care for people living with serious chronic diseases worldwide.

The proposed transaction involves Novo Nordisk entering into exclusive negotiations with BIOCORP's main shareholder, BIO JAG, for the acquisition of BIO JAG's entire stake in BIOCORP, representing 45.30% of its share capital and 62.19% of its theoretical voting rights. Concurrently with the acquisition of BIO JAG's stake, Novo Nordisk also plans to acquire shares held by certain minority shareholders, including Nyenburgh, Greenstock, and Vatel Capital, which collectively represent 19.03% of the share capital and 13.07% of the theoretical voting rights of BIOCORP.

The completion of the transaction is subject to customary regulatory approvals and the signing of definitive documentation with BIO JAG, following the information and consultation of BIOCORP's Works Council (CSE).

Once the acquisition of the controlling stake is finalized, Novo Nordisk intends to file a mandatory simplified tender offer with the French Financial Market Authority (AMF) for the remaining outstanding shares of BIOCORP at a price of 35.00 Euros per share in cash. This offer values BIOCORP's equity at approximately 154 million Euros.

BIOCORP's Board of Directors has expressed its favorable and unanimous support for the proposed transaction. However, a formal reasoned opinion from the board is pending, subject to the completion of the Block Purchase.

The Block Purchase is expected to take place in the third quarter of 2023, with the subsequent tender offer filing planned for September 2023. Trading of BIOCORP's stock has been suspended and will resume on June 6, 2023.

Stifel is acting as BIOCORP's financial advisor for the transaction, while McDermott Will & Emery is serving as the legal advisor. Lazard is acting as Novo Nordisk's financial advisor, with Bird & Bird providing legal advisory services.

BIOCORP has been listed on Euronext Growth since July 2015 (FR0012788065 – ALCOR). For additional information, please visit biocorpsys.com.

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