COMPLETION OF THE STRATEGIC COMBINATION BETWEEN NOVACAP AND PCAS AND FILING BY NOVACAP OF A DRAFT SIMPLIFIED CASH TENDER OFFER
Novacap, a global player in the pharmaceutical and chemical industries, manufacturing and distributing products used in everyday applications, and PCAS (Euronext Paris: PCA, code ISIN FR0000053514), a technology-oriented fine chemical company, specialising in the development of processes and production of complex molecules for Life Sciences and Specialty Chemicals Markets, are finalising the strategic combination of the two groups which was announced on 15 May 2017.
Today, Novacap acquired blocks of shares representing a total of 51.80% of PCAS’ share capital and 50.96% of its voting rights, after the PCAS Central Works Council issued an opinion on 15 June 2017 in favour of Novacap taking control of PCAS and following the authorisation of the transaction by the French, Irish, Austrian and German competition authorities. The blocks of shares were acquired at the price of 17 euros per share (including the outstanding dividend balance due in respect of the financial year ended 31 December 2016).
This combination will create a global leader in the pharmaceutical synthesis and fine specialty chemicals industry, with an international footprint, a large products portfolio and an extensive range of technologies.
Novacap subsequently filed a draft simplified cash tender offer with the French Regulator (AMF) which has been issued in a separate press release available on the Novacap website. Given the indicative timetable for the offer, payment of the 2016 coupon will take place before the tender offer opens. Accordingly, the draft tender offer will be filed at a price of 16.94 euros per share (with the balance of the 2016 coupon of 0.06 euro detached).
PCAS today filed the draft response memorandum, including the report by the independent expert, Kling & Associés, appointed by PCAS’ Board of Directors on 15 May 2017 in accordance with article 261-1 I of the General Regulations of the AMF. This draft response memorandum has been issued in a separate press release, available on the PCAS website.
Mr Moretti, Chairman of the Board of Directors, Mr Delwasse, Vice Chairmain, and Messrs Fenouil and Kervarec have left the PCAS Board and have been replaced by Mr Pierre Luzeau, Mr Vincent Milhau, Mr Marc de Roquefeuil and Ms Vanessa Michoud. Mr Pierre Luzeau, Chairman of Novacap’s Board, has been appointed Chairman of the PCAS Board.