Ipsen announces the simplification of the concert between its main shareholders, representing 56.62% of the capital and 72.36% of the voting rights of Ipsen, as of December 19, 2023 – 07/24/2023 at 07:00


PARIS, FRANCE, July 24, 2023

– Ipsen (Euronext: IPN: ADR: IPSEY) announces today that the Board of Directors of Ipsen has been informed of certain changes in the shareholders’ agreements relating to the concert between its main shareholders.

The shareholders’ agreement

1

concluded on December 19, 2019, between Highrock (controlled by Ms. Anne Beaufour), Beech Tree (controlled by Mr. Henri Beaufour), MR BMH as well as MR Schwabe, FinHestia, Finvestan and Finveska (controlled by the Schwabe family), is renewed for a period of three years, until December 19, 2026. This pact organizes a voting syndicate mechanism covering 28.22% of the capital and 36.14% Ipsen’s voting rights, for which the vote at the general meeting is determined by a majority of 75% of the shares thus agreed.

The Board of Directors was also informed that the shareholders’ agreement

2

entered into between Highrock, Beech Tree and Altawin (controlled by BIO Trust), set up by Mrs. Anne Beaufour and Mr. Henri Beaufour in December 2019, will not be renewed and will end in accordance with its terms on December 19, 2023. On this date, this shareholders’ agreement representing 52.06% of the capital and 66.66% of the voting rights of Ipsen, will end.

These new stipulations do not modify the shareholding held by the various legal entities linked to Mrs. Anne Beaufour and Mr. Henri Beaufour and the parties to this renewed agreement

1

together holding 56.62% of the capital and 72.36% of the voting rights of Ipsen, will therefore continue to act in concert vis-à-vis Ipsen

3

.

The Board of Directors also acknowledges the renewed support of these shareholders for the Group’s strategy and its management.


END

1

Referred to as “Schwabe Shareholders’ Agreement” in the DEU Ipsen 2022.

2

Referred to as “Ipsen shareholders’ agreement” in the DEU Ipsen 2022.

3

As indicated in the attached annex.


For more information :

Ipsen Contacts


Investors

Craig Marks


Vice President, Investor Relations

+44 (0)7584 349 193

Nicholas Bogler


Head of Investor Relations

+33 6 52 19 98 92


Media

Amy Wolf


Vice President, Head of Brand Strategy and Communications

+41 79 576 07 23

Ioana Piscociu


Senior Manager

Global Media Relations

+33 6 69 09 12 96

Ipsen forward-looking statements

The forward-looking statements, objectives and targets contained herein are based on Ipsen’s management strategy, current views and assumptions. These statements involve known and unknown risks and uncertainties that may cause actual results, performance or events to differ materially from those anticipated herein. All of the aforementioned risks could affect Ipsen’s future ability to achieve its financial objectives, which have been set assuming reasonable macroeconomic conditions based on the information available to date. The use of the words “believes”, “anticipates” and “expects” and similar expressions is intended to identify forward-looking statements, including Ipsen’s expectations regarding future events, including regulatory filings and determinations. In addition, the objectives described in this document have been prepared without taking into account external growth assumptions and potential future acquisitions, which may modify these parameters. These objectives are based on data and assumptions considered reasonable by Ipsen. These objectives depend on conditions or events that may occur in the future, and not exclusively on historical data. Actual results may differ materially from these objectives as certain risks and uncertainties arise, including that a promising drug in early development or clinical trial may never be launched on the market or achieve its commercial objectives, including for regulatory or competitive reasons. Ipsen must or could face competition from generic drugs which could result in a loss of market share. Moreover, the research and development process involves several stages, each of which carries the significant risk that Ipsen will not achieve its objectives and be forced to abandon its efforts with regard to a drug in which it has invested significant sums. Therefore, Ipsen cannot be certain that the favorable results obtained during the preclinical trials will be confirmed later during the clinical trials, or that the results of the clinical trials will be sufficient to demonstrate the safe and effective character of the drug concerned. There can be no guarantee that a drug will receive the necessary regulatory approvals or that the drug will prove commercially successful. If underlying assumptions prove inaccurate or risks or uncertainties materialize, actual results may differ materially from those set forth in the forward-looking statements. Other risks and uncertainties include, but are not limited to, general industry conditions and competition; general economic factors, including interest rate and currency exchange rate fluctuations; the impact of pharmaceutical industry regulation and health care legislation; global trends in health care cost containment; technological advances, new drugs and patents obtained by competitors; challenges inherent in the development of new drugs, including obtaining regulatory approval; Ipsen’s ability to accurately predict future market conditions; manufacturing difficulties or delays; financial instability of international economies and sovereign risk; dependence on the effectiveness of Ipsen’s patents and other protections for innovative medicines; and exposure to litigation, including patent litigation, and/or regulatory action. Ipsen also depends on third parties to develop and market some of its drugs, which could potentially generate substantial royalties; these partners could behave in such a way as to harm Ipsen’s activities and financial results. Ipsen cannot be certain that its partners will fulfill their obligations. It may not be able to take advantage of these agreements. A payment default by one of Ipsen’s partners could generate lower revenues than expected. Such situations could have a negative impact on Ipsen’s business, financial situation or performance. Ipsen expressly disclaims any obligation or undertaking to update or revise any forward-looking statements, objectives or estimates contained in this press release to reflect any change in events, conditions, assumptions or circumstances on which such statements are based, except as required by applicable law. Ipsen’s business is subject to the risk factors described in its reference documents filed with the Autorité des marchés financiers. The risks and uncertainties presented are not exhaustive and the reader is advised to refer to the latest Ipsen Universal Registration Document, available on ipsen.com.

ANNEX

Capital

Theoretical voting rights

Actual voting rights

Number

Percentage

Number

Percentage

Number

Percentage

Beech Tree

( 1)

of which

21,816,679

26.03%

43,633,357

33.02%

43,633,357

33.26%

Directly by Beech Tree SA

8,310,253

9.92%

16,620,505

12.58%

16,620,505

12.67%

Indirectly by MR BMH

13,506,426

16.11%

27,012,852

20.45%

27,012,852

20.59%

high rock

( 2)

21,816,679

26.03%

43,633,358

33.02%

43,633,358

33.26%

Mr. R. Schwabe

( 3)

3,636,455

4.34%

7,272,910

5.50%

7,272,910

5.54%

Finvestan

( 3)

187,923

0.22%

375,846

0.28%

375,846

0.29%

Concert Beaufour – Schwabe


( 4)

47,457,736

56.62%

94 915 471

71.84%

94 915 471

72.36%

Total

83 814 526

100.00%

132 122 911

100.00%

131 177 206

100.00%


Note :

Based on the monthly statement of voting rights as of June 30, 2023 published by the company

(1) Beech Tree is a Luxembourg limited company controlled, on the date of this press release, by Henri Beaufour. Beech Tree controls the Luxembourg limited liability company MR BMH, a direct shareholder of Ipsen SA

(2) Highrock is a Luxembourg limited liability company controlled, on the date of this press release, by Anne Beaufour.

(3) MR Schwabe is a Luxembourg limited liability company indirectly controlled, at the date of this press release, by the Schwabe family. Finvestan is a Luxembourg limited liability company controlled by the Schwabe family.

(4) The pact instituting the concert between the Beaufour and Schwabe families was the subject of notice no. 219C2985 of the Autorité des marchés financiers dated December 31, 2019, as supplemented by notice no. 220C4199 dated October 9, 2020.

Attachment

  • Ipsen PR_Simplification of the Concert Between its Main Shareholders_24072023



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