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Kaneka takes over 86.6% of AB-Biotics’ share capital
15 November 2019

AB-Biotics has announced, as a relevant fact, that the offer to acquire shares of Kaneka, in the context of the delisting of the Spanish company, has been accepted by 2,292. 426 shares, an amount that represents 57.62% of the shares to the offerees and 18.21% of the company’s share capital.

In addition, through the aforementioned offer and different purchases made, Kaneka has acquired 259,762 shares in the market. As a result of these operations, as well as of the purchases made, the percentage of shares of Kaneka in the company has grown to 86.61%. Therefore, the composition of the company’s capital stock corresponds to the following structure:

 

Kaneka: 10,902,371 shares, with a registered capital of 86.61%

Sergi Audivert Brugué: 752,795 shares, which represents 5.98%

Miquel Bonachera Sierra: 752,795 shares, which represents 5.98%

Treasury Stock: 53,658 shares, which represents 0.42%

TOTAL: 12,461,619 shares ( 98.99%)

 

The Extraordinary General Shareholders Meeting held on October 4th approved the delisting of all of the company’s shares in the MAB (12,588,259 shares), as well as the realization of the corresponding offer to acquire shares on behalf of Kaneka. Subsequently, the board of directors approved the share acquisition offer procedure in the context of delisting as communicated by Kaneka (with an acceptance period between October, 7th and November 7th, 2019). The bid to acquire shares was addressed to all AB-Biotics shareholders (with the exception of the offeror) and not only corresponding to the shares owned by those shareholders who did not vote in favour of the delisting.

In accordance with the share acquisition offer procedure, the settlement date for the transaction is scheduled for November, 18th. Subsequently, the company will proceed with the delisting of all its shares on the Alternative Stock Market as approved in the General Shareholders Meeting.

The Japanese company offered 5 euros per share, the same price offered by Kaneka under the voluntary takeover bid and which, as detailed in the Board of Directors Report, the updated E&Y Report and the updated Crowe Report, complies with all the necessary requirements to be considered as a valid price for the purposes of the delisting (art. 10 of RD 1066/2077, as per reference to art. 34 of the Company’s Bylaws).