DGAP-News: 4basebio AG / Key word(s): Statement/Offer
Heidelberg, and Cambridge, United Kingdom, 14 September 2020 – In a document available on the Company’s website https://investors.4basebio.com/investment-case/sparta-offer/ (German language only), 4basebio AG (Frankfurt: 4BSB; ISIN: DE000A2YN801; Prime Standard) comments in detail on the voluntary takeover offer to all 4basebio shareholders by Sparta AG (the “bidder”). The takeover offer was announced on 27 July 2020 and published on 1 September 2020. The aforementioned document alone is legally binding; a non-binding summary of the key points is as follows:
In a so-called “neutral” statement, the Management Board and Supervisory Board of 4basebio refrain from making a recommendation to the shareholders of 4basebio. However, the Management Board and Supervisory Board assess, independently of each other, the bidder’s objectives for 4basebio as positive overall and are of the opinion that the bidder’s objectives as presented in the offer document are in the interests of 4basebio.
According to the information provided, the bidder’s sole objective with the offer is to acquire 4basebio shares and thus to strengthen the position of the bidder and the other acquirers within the control group as the Target Company’s largest shareholder group. The Bidder and the other acquirers within the control group see the participation in the Target Company as a long-term, worthwhile investment.
The bidder supports the current strategy of the Management Board and does not intend to change the composition of the Management Board of 4basebio, but the bidder would like to streamline the Supervisory Board and be represented as an important anchor investor thereon in accordance with its shareholding.
The Management Board and Supervisory Board welcome the plans of the bidder and the other acquirers within the control group to review the corporate structure of the Target Company, in particular with regard to the implementation of a new corporate structure with the Target Company as a holding company for its operating subsidiaries. The Target Company also intends, as published in its notification dated 17 August 2020, to initiate a process for a spin-off and a separate stock exchange listing of its DNA business.
The Management Board and Supervisory Board of 4basebio consider the amount of the offer consideration of the bidder to be appropriate in the sense of § 31 para. 1 of the German takeover law (WpÜG). The offer consideration is only slightly below the current net assets (net asset value) of the 4basebio group. Considering the expectation of operating losses in the near future, the offer consideration therefore is an understandable assessment of the enterprise value of the 4basebio group.
Any assessment of the intrinsic value of the 4basebio group is highly subjective in view of the group’s development plans. It is planned to invest substantially in DNA technology to validate linear closed DNA and scale up its production. On this basis, GMP manufacturing capacities will then be developed to produce and sell linear closed DNA which is particularly suitable for use in gene therapies.
The Management Board and Supervisory Board of 4basebio are convinced that the genomics and DNA production business area developed in this way will have considerable value in the future. However, this increase in value has not yet been realised at this point in time and it may take months or even years before this is achieved; in addition, there are market and business risks which could mean that the company will ultimately not be able to realise the planned increases in value.
In view of the fact that the Board of Directors and the Supervisory Board consider the offer price to be appropriate, acceptance of the offer may be suitable for shareholders who wish to realise the value gains generated from the development and sale of the proteomics and immunology business and who are not interested in long-term participation in the potential earnings of the remaining genomics and DNA production business.
However, for investors interested in the long-term potential value growth of the genomics and DNA production business unit, it may be appropriate not to accept the Offer in order to be able to participate in future positive developments of the company value and the stock market price of the shares of 4basebio and/or the separate company to which the genomics and DNA production business unit is expected to be spun off and transferred by granting shares to the existing shareholders of 4basebio. Against this background, the Management Board and Supervisory Board refrain from making a recommendation to the shareholders of 4basebio (so-called “neutral” statement).
Sparta AG has published the offer document of the takeover bid to the shareholders of 4basebio AG https://sparta.de/spv2/investoren/4basebio/. Sparta AG confirms its intention to acquire shares at a price of € 2.00 per share. The acceptance period runs from September 1, 2020 to September 29, 2020, 24:00 hours (local time Frankfurt am Main).
The complete statement of the Supervisory Board and the Management Board can be found on the website of 4basebio AG: https://investors.4basebio.com/de/investment-case/sparta-uebernahmeangebot/ (German language only).
For further information, please contact:
Dr. Robert Mayer, Manager IR
MC Services AG
About 4basebio AG:
4basebio AG, formerly operating under the name of Expedeon AG, is an enabler of exciting advances in medical science and patient care. After divestment of its immunology and proteomics products portfolio on January 1 2020, the Company changed its name to 4basebio AG reflecting the enhanced focus on technologies and products centered around DNA. The Company is focusing on DNA manufacturing to supply DNA products for therapeutic and other uses requiring large amounts of high-purity DNA, such as the fast-growing market of novel gene therapies and gene vaccines. Besides DNA manufacturing, 4basebio aims at providing research and diagnostic products based on its RNA reverse transcriptase, DNA polymerase and DNA primase enzymes, addressing the research tools and diagnostic products markets.
4basebio AG has offices in Germany, Spain, UK, and the US. The Company is listed on the Prime Standard segment of the Frankfurt Stock Exchange (Ticker: 4BSB; ISIN: DE000A2YN801).
More information: www.investors.4basebio.com
# # # This publication is intended for information only and constitutes neither an offer to sell nor an invitation to buy securities. Some statements included in this press release, relating neither to proven financial results nor other historical data, should be viewed as forward-looking, i.e. not definite. Such statements are mainly predictions of future results, trends, plans or goals. These statements should not be considered to be total guarantees since given their very nature they are subject to known and unknown risks and imponderability and can be affected by other factors as a consequence of which the actual results, plans and goals of 4basebio AG may deviate greatly from the established conclusions or implied predictions contained in such statements. 4basebio does not undertake to publicly update or revise these statements in the light of new information or future results or for any other reason. # # #
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