Policy & Regulation
Nuevolution's board recommends offer from Amgen
23 May 2019 -

Biopharmaceutical company Nuevolution AB (STO:NUE) announced on Wednesday that its board of directors has unanimously recommended that shareholders accept the public offer from Amgen Inc of SEK32.50 in cash per share.

Considering the significant premium and the undertakings from the three largest shareholders to accept the offer, the board's conclusion is that the offer is fair and the board is unanimous in the decision to recommend the offer.

The total value of Amgen's offer corresponds to approximately SEK1,610m.

It represents a premium of 169% as compared to the closing price of Nuevolution's shares on Nasdaq Stockholm on 21 May 2019 (the last trading day prior to the announcement of the offer), of SEK12.10.

This offer is also a premium of 69% as compared to the highest trading price of Nuevolution's shares on Nasdaq Stockholm during the 52-week period up to and including 21 May 2019 (the last trading day prior to the announcement of the offer), of SEK19.28, and a 166% premium as compared to the volume-weighted average price of Nuevolution's shares on Nasdaq Stockholm during the 30 consecutive calendar days up to and including 21 May 2019 (the last trading day prior to the announcement of the offer), of SEK12.20.

The acceptance period for the offer is expected to commence on or around 13 June 2019 and expire on or around 4 July 2019, subject to any extensions.

Completion of the offer is conditional upon, inter alia, that the offer is accepted to such an extent that Amgen becomes the owner of shares representing over 90% of the outstanding shares in Nuevolution (on a fully diluted basis), as well as receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms acceptable to Amgen.

Amgen has reserved the right to waive the conditions for completion of the offer. The offer is not conditional upon financing.

The Nuevolution board has permitted Amgen to carry out a limited due diligence review of Nuevolution in connection with the preparation of the offer. Amgen has not received any inside information in connection with this due diligence exercise.

The three largest shareholders in Nuevolution, representing in aggregate 59% of the shares and votes in the company, have undertaken to accept the offer, conditional only upon the offer being declared unconditional not later than 1 September 2019 and upon Amgen not committing any material breach of applicable laws or regulations.

Amgen has decided to offer all full-time employees of Nuevolution a retention arrangement for the purpose of motivating them to remain with the company after completion of the offer and during a subsequent integration phase.

(EUR1.00=SEK10.75)

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