AB-Biotics celebrates at the Stock market of Barcelona an Extraordinary Shareholders Meeting which approved the proposal to exclude from the negotiation all of the company’s shares in the Alternative Stock Market. The Board counted with an assistance of shareholders who possess 96.5% of the social capital of the company. The 82.06% voted in favour of this proposal, the 17.72% against, with an abstention of 0.21%.
Miquel Angel Bonachera and Sergi Audivert, founders and executive directors of AB-Biotics, state that “it is the acquisition of the most expensive company of probiotics that has been done in relative terms, since a ratio of 32xEBITDA has never been paid. Kaneka has allowed us to protect the company from hostile Public Offer Acquisitions, given that AB-Biotics’ capital was very distributed, which made the company very vulnerable to third party bids. We have endured more than we expected, although less than we would have wished. We understand all parties” they state. “In any case, since March 2018, the share has revalued almost 300%, we have required 14 million of capital in order to develop a project, that has ended being acquired for 63 million. With that we have achieved to create value. It took us 15 years, nine of which were listed on the Alternative Stock Market”, conclude both founding partners.
After the approval of the exclusion of stock exchange, Kaneka will launch an offer of acquisition on the 100% of the social capital of AB-Biotics which Kaneka does not yet own, in the framework of the delisting of the shares of the company. This offer is targeted at all of the shareholders of AB-Biotics (with the exception of the Japanese company, and not only towards the shares held by those shareholders who did not vote in favour of the exclusion, as strictly required under the implementing legislation), with the goal of acquiring from them the totality of the social capital of the company that is not property of Kaneka, before the exclusion becomes effective. The shareholders of AB-Biotics could accept the offer in relation to all or part of the shares they hold in the company.
The Japanese company offers 5 euros per share, the same price that was offered by Kaneka under the voluntary Public Offer Acquisition and which, according to the provisions in the Report of the Board of Directors, in the updated E&Y Report, and in the updated Crowe Report, meets all the requirements necessary to be considered as a valid price for exclusion purposes (art. 10 from RD 1066/2077, by reference of art. 34 of the Social Statutes of the company).
There is an acceptance period of one month starting from the stock exchange business day following the date of the publication of the significant event relating to this Extraordinary Meeting, in other words, from the 7th of October to the 7th of November. such a bid does not involve the acquisition of own shares at the expense of the company’s corporate assets.
As expressly stated in the valuation reports of E&Y and Crowe, the price per share offered by Kaneka under the voluntary takeover bid, the same that will be offered to the shareholders under the purchase order after the exclusion has been approved by the exclusion of the General Meeting, it is considered fair and it meets all the requirements to be considered a valid exclusion price for the purposes of art. 10 of RD 1066/2077. This conclusion is based on the fact that the price offered by Kaneka is higher than any other valuation parameters that must be taken into account for exclusion purposes (except for the value corresponding to the last transaction, which obviously correspond with the 5 euros per share paid under the voluntary takeover bid), as stated in the updated E&Y report, which is based on information obtained independently and accurately from the company.
This process has also counted with the participation and supervision of the registered company advisor, DCM ADVISORS Market Management and Consulting, S.L.
The proposals from the shareholder Luis Sánchez-Lafuente to include in the agenda were negatively resolved. Sánchez-Lafuente has been President of AB-Biotics for 10 years and he has been a key person in the development of the company. ‘He was the first person to put his trust in us and has been there always in the difficult moments’ state the founders.
About the Public Acquisition Offer of Kaneka
In March 2018 Kaneka Holding entered as a reference shareholder of AB-Biotics, after acquiring the 26.86% of the capital, with the objective of strengthening its presence in the USA, Canada and Japan. In June 2019, the Japanese company took over 39.8% of the capital. The 10th of June of this year, Kaneka Europe Holding Company announced the launching of a voluntary takeover bid for the 100% of the social capital of the company, excluding the shares that it already possessed, which valued it at 63 million euros.
The objective of Kaneka was to promote the exclusion of the negotiation of the shares of AB-Biotics from the Alternative Stock Market in which it has been listed since 2010. Moreover, Kaneka had as an objective to reach control of the company, to contribute to its further development, to achieve its consolidation within the Kaneka group with stronger links between both companies and to improve synergies with more efficient internal policies.