STEDIM : Stedim S.A. merges with Sartorius Biotechnology

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Sartorius A.G. becomes the majority shareholder of the combined entity

  • Stedim and its founders have signed a binding agreement with Sartorius, thereby acquiring the control of Stedim
  • Stedim will combine with Sartorius Biotechnology division to create a globally leading technology provider for the biopharmaceutical industry
  • With complementary product portfolios, R&D skills and regional strengths, the two businesses are a perfect match
  • The founders and majority shareholders of Stedim support the transaction and will stay invested in the combined company

Aubagne, February 21st, 2007 - Stedim S.A., the global market leader in disposable bag systems for biopharmaceutical applications and its main shareholders signed a binding agreement today with Sartorius A.G., a worldwide leading laboratory and process equipment provider. Under the terms of this agreement, Sartorius will acquire a substantial stake in Stedim and combine its Biotechnology Division with Stedim's business. Sartorius will pay 43 euros per Stedim share.

Through the combination of the Sartorius and Stedim biotech businesses, the combined entity  will substantially strengthen its position as a technology provider to the fast growing biopharmaceutical market. Stedim's management and board support this deal. The overall transaction, which is subject to approval by Stedim's shareholders and to regulatory clearance, is expected to be completed in summer 2007.

Bernard Lemaître, Chairman of Stedim, stated: "It is important to stress that each of the two companies brings a leading market position to this consolidation project. In this context, Stedim is the undisputed market leader in disposable bag systems and freeze-thaw technology.
In establishing this alliance between two companies focused on the same customers and with complementary product portfolios, our first objective will be to implement a strategic and industrial project with an impact much greater than the sum of the two parts.
Once combined, Sartorius Biotechnology and Stedim Biosystems have the realistic ambition of forming the worldwide market leader for single-use based technologies over the next five years. No other Group can offer the biopharmaceutical market such a broad range of solutions. Together, we are establishing the critical mass required to lead the biopharmaceutical market while benefiting from a double digit growth and strong customer coverage stretching from North America to Europe to Asia-Pacific."

France-based Stedim supplies the biopharmaceutical industry and is the global market leader in disposable bag systems for biopharmaceutical applications. Besides being the pioneer in disposable bag systems, Stedim also has a product segment consisting of door systems for aseptic transfer technology and a unique proprietary freeze-thaw technology. Both of these technologies offer significant growth potential in the biopharmaceutical industry. In 2006, the company had 91.4 million euros in sales, 44 percent of which were generated in North America. Stedim employs some 550 persons at its locations in France, the U.S. and Tunisia and is listed on the Euronext Paris stock exchange.

Dr. Joachim Kreuzburg, CEO and Chairman of the Executive Board of Sartorius, commented: "This transaction significantly accelerates our strategy to offer customers fully integrated solutions for next generation biopharmaceutical manufacturing. It brings together two passionately innovative technology leaders who both have a strong customer base and who share a common vision. Our two companies' product array, technology platforms and regional strengths are highly complementary; therefore, we are a perfect match. Through this transaction, Sartorius is taking the next logical step in our company's development for the benefit of our customers, employees and shareholders. Given the strong growth rates in the biopharmaceutical markets and the shift in our markets toward disposable solutions, this is the ideal time for our Biotech Division and Stedim to come together."

Founded in 1870, Sartorius is a worldwide leading laboratory and process equipment provider consolidating a turnover of 521 million euros in 2006. Headquartered in Göttingen (Germany) and listed on the Frankfurt stock exchange, Sartorius focuses on two different segments: Mechatronics (high-precision weighing technology - 48% of 2006 Sales) and Biotechnology (filtration technology and fermentation - 52% of 2006 Sales). The shareholding majority of the company is owned by the Sartorius family.

Transaction Details

The main steps of the transaction are as follows:

  • Sartorius becomes the majority shareholder in Stedim by acquiring directly and indirectly the Stedim shares held by the founders and paying 43 euros per share
  • Both founders remain invested in the combined entity with a substantial stake
  • Sartorius will make a public tender offer to acquire all outstanding Stedim shares at an offer price of 43 euros per share. Detroyat & Associés, the independent expert retained by Stedim, has already confirmed today to Stedim board of directors in its appraisal report, that 43 euros per Stedim share (offered in cash in the tender offer) is a fair value
  • As an alternative to tendering shares, Sartorius will invite Stedim shareholders to stay invested and to share the benefits of the combined businesses. For shareholders who are not tendering, Sartorius will grant after a period of 2 years a 20 euros protection against a potential decrease in stock price below the capitalized offer price of 47.5 euros. This protection shall equal the difference between 47.5 euros and the 30-day average share price of Sartorius Stedim Biotech at the end of the 2 years period
  • Sartorius will carve out its Biotechnology Division into a new legal entity, which will be contributed to Stedim against issuance of new Stedim shares at 43 euros per share. For this contribution, Sartorius Biotechnology enterprise value will be 550 million euros and its equity value 420 million euros
  • Sartorius will definitively acquire shares of Stedim founders on the same day on which the Sartorius Biotechnology contribution will be approved by Stedim's shareholders in an extraordinary shareholders' meeting
  • With at least 2/3 of Stedim's share capital, Sartorius will fully consolidate the new entity in its own group financial statements upon completion of the transaction

The combined company will be named "Sartorius Stedim Biotech S.A." and will remain listed on Euronext Paris. Headquarters will stay at Stedim's main office in Aubagne, France. Major global functions will also be located at Sartorius headquarters in Göttingen, Germany. The new group had pro-forma 2006 Sales of 362 million euros and approximately 2 350 employees at year end. On a pro-forma basis, Sartorius Stedim Biotech expects 2007 Sales of 400 - 420 million euros with a 14 - 15% EBITA margin.

Sartorius Stedim Biotech board of directors will be composed of 7 members, of which 3 coming from Stedim and 4 from Sartorius. Dr. Joachim Kreuzburg will be the Sartorius Stedim Biotech S.A. Chief Executive Officer. Bernard Lemaître, founder and current Chaiman of Stedim S.A. and Professor Arnold Picot, Chairman and President of the Supervisory board of Sartorius A.G., will be among the board members.

Conference Call

Stedim Chairman, Bernard Lemaître and Sartorius CEO, Dr. Joachim Kreuzburg will discuss the transaction on a conference call for financial analysts and investors at 10:30 A.M., today:

Dial in information
France: 00 33 (0) 1 70 99 42 97
Germany: 00 49 (0) 69 50 07 13 17
United-Kingdom: 00 44 (0) 20 78 06 19 66

Also, an interview with Stedim Chairman, Bernard Lemaître and Sartorius CEO, Dr. Joachim Kreuzburg can be seen on www.Cantos.com .

Contact

  • Stedim - Mr. Bernard Lemaître, Chairman - Tel: 00 33 (0)4 42 84 56 00
    Email: b-lemaitre@stedim.fr
  • Sartorius - Dr. Joachim Kreuzburg, CEO - Tel: 00 49 (0)551 308 3438
    Email: joachim.kreuzburg@sartorius.com
  • Lazard Frères - Mr. Frédéric Bir - Tel: 00 33 (0)1 44 13 00 25
    Email: frederic.bir@lazard.fr
  • AMP Consultants -  Mr. Alain Bocher - Tel: 00 33 (0)1 40 55 01 84
    Email: alainbocher@ampconsultants.fr

This press release is made for information purposes, only. It does not constitute an offer to purchase nor an invitation to make an offer to sell shares in Stedim S.A. The tender offer to acquire the shares in Stedim described in this announcement has not started yet. An offer to buy or an invitation to make an offer to sell will exclusively be based on a draft tender offer and the related documentation to be filed with the Autorité des Marchés Financiers (AMF).


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