ABL Diagnostics: signature of the merger agreement

( — The Board of Directors of the company ABL Diagnostics of June 13, approved the merger-absorption plan under which the company is expected to absorb Advanced Biological Laboratories Fedialis (ABL France), each of the two companies being controlled by Advanced Biological Laboratories SA (ABL SA) . In this context, ABL Diagnostics and ABL France signed, on June 14, a merger agreement determining the economic, financial and legal terms of the merger.

This proposed merger follows the acquisition by ABL SA, on October 15, 2021, of blocks of shares which gave it 96.7% of the capital and voting rights of ABL Diagnostics. This acquisition gave rise to the filing by ABL SA of a draft simplified tender offer for the shares of the company, on November 10, 2021. Following the offer which took place from December 23 2021 as of January 7, 2022, ABL SA held 97.08% of the capital and voting rights of ABL Diagnostics.

ABL SA wishes to transfer the activity of the company Advanced Biological Laboratories Fedialis (ABL France) to ABL Diagnostics, and thus redirect the activity of the latter. The objective remains for ABL Diagnostics to become the listed vehicle of the ABL group, in particular with a view to enabling it to call on the market if necessary to finance its future investments and to accelerate the development of its activities in the field of diagnostics by genotyping of infectious diseases.

In this context, Messrs. Laurent Halfon and Antoine Legoux were appointed as merger auditors by order of the President of the Paris Commercial Court on December 6, 2021. They will submit their reports on the value of the contributions and on the compensation for the merger in accordance with the regulations applies.

Capital reduction

Prior to the merger, and in order to allow the release of the merger contributions, the shareholders will be called upon to vote on a reduction in the share capital of the company in the amount of 1,805,832 euros by reducing the nominal value of the shares by 1 euro to 0.10 euro, thus reducing the share capital from 2,006,480 euros to 200,648 euros.

The exchange parity used in the context of the merger, itself based on the financial statements of the two companies as of December 31, 2021, is 67 ABL Diagnostics shares for one ABL France share. This exchange parity was determined on the basis of the respective valuations of the two companies, set at 3,987,879 euros for ABL Diagnostics (by reference to the price of the public offer closed on January 7, 2022) and at 28,040,000 euros for ABL France, based on a multi-criteria valuation.

The new shares issued by ABL Diagnostics in consideration for the contributions of the merger will be admitted to trading on Euronext Paris.

The shareholders of ABL Diagnostics will be called upon to meet in a Combined General Meeting in order to approve the capital reduction and the merger, as well as the modification of the resulting corporate purpose of the company.

At the end of these operations, given the respective valuations and the absence of activity of the absorbing company, ABL Diagnostics will still be very majority controlled by ABL SA.
In this context, ABL SA will file a request with the Autorité des Marchés Financiers to find that there is no need to file a public buyout offer.

A few conditions precedent…

Completion of the merger is subject to several conditions precedent:
– the submission by the merger auditors of a report on the value of the contributions and a report on the conditions of the merger;
– the AMF’s decision noting that there is no need to file a public buyout offer, purged of any appeal;
– the approval of the prospectus relating to the merger by the AMF;
– the approval by the ABL Diagnostics General Meeting of shareholders of the capital reduction, the merger and the capital increase in consideration for the contributions under the merger;
– completion of the capital reduction; and
– the approval by the sole shareholder of ABL France of (i) the merger and (ii) the dissolution of ABL France.

The completion of the capital reduction and the merger agreement should take place at the end of August.

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