(Boursier.com) — Biosynex already the largest shareholder of Theradiag in the amount of 25.07% of the capital and 25.16% of the voting rights, announces today that it has filed with the Autorité des marchés financiers a draft voluntary cash tender offer for Theradiag shares that she does not hold. Following its increase in the capital of Theradiag, Biosynex became the company’s leading shareholder. This merger of two French players in the in vitro diagnostics industry present in France with private and hospital laboratories as well as internationally, “will allow the two companies to create value by pooling their know-how. complement each other in R&D and production and unify the strategy and the sales teams”.
Two commercial agreements have already been concluded in 2022: a 2-year distribution contract for the AMPLIQUICK SARS-CoV-2 PCR test from Biosynex, the promotion of which in hospitals has been entrusted to Theradiag, and a distribution of Theradiag’s Pathfast products for a period up to June 1, 2024, for which the exclusive distribution rights to public players and certain private companies located in France have been entrusted to Biosynex. Through this merger with Theradiag, Biosynex will be able to provide all diagnostic players in France and abroad with a more comprehensive product offering both in analysis laboratories and with players in outsourced biology, believes the group.
Biosynex also intends to provide the necessary financial resources to Theradiag to continue its research and development efforts in order to strengthen its capacity for innovation and production in the biotherapy monitoring sector.
The proposed cash offer is denominated at a price of 2.30 euros per Theradiag share, representing a premium of 58.62% and 43.79% respectively over the September 22 closing share price and over the average share price weighted by volumes for the 60 days preceding the filing of the offer.
Biosynex does not intend to request the implementation of a squeeze-out procedure at the end of this offer.
The offer represents a total amount in cash, for Theradiag shares, of approximately 22.4 million euros, assuming a rate of contribution of Theradiag shares that Biosynex does not hold of 100%.
Biosynex’s Social and Economic Committee will meet on September 26, 2022 to be informed of the content of the proposed offer and its consequences in terms of employment.
The draft offer and the draft information memorandum remain subject to review by the AMF, which will assess their compliance with applicable laws and regulations. In addition, an independent expert appointed by Theradiag’s Board of Directors will establish, in accordance with the provisions of the AMF’s general regulations, a fairness opinion on the financial conditions of the offer.