Marcy-l’Etoile, France - July 22, 2011. bioMérieux has today acquired the entire capital and voting rights of Skiva (441 886 728 R.C.S. Paris), the parent company of the AES Chemunex group. Through this transaction, bioMérieux now holds, indirectly, 99.51% of the capital and voting rights of AES Chemunex, a company listed on NYSE Euronext Paris (compartment B, ISIN: FR 0010158642).
The acquisition results from a contract signed on May 19th between bioMérieux and all the former shareholders of Skiva whereby bioMérieux purchased all of the Skiva shares and voting rights at a fixed price of €183 million (see bioMérieux press release dated May 19th, 2011).
In line with Articles 233-1 et seq. of the General Rules of the Autorité des marchés financiers (AMF), France's securities regulator, bioMérieux has today filed with the AMF a project of public tender offer (the Offer) for all of the AES Chemunex shares it does not already own, i.e. 2,120,489 shares, representing approximately 0.49% of the capital and voting rights, at a price of €0.55 per share.
As it already holds over 95% of AES Chemunex’s capital and voting rights, following this offer bioMérieux will implement a squeeze-out procedure in order to acquire all remaining AES Chemunex shares and voting rights.
Such acquisition and resulting transfer of control to bioMérieux has been disclosed to the AMF in accordance with Article L.233-7 of the French Commercial Code which requires the disclosure of any change in interest above the statutory thresholds of 5%, 10%, 15%, 20%, 25%, 30%, one-third, 50%, two-thirds, 90% and 95% of the capital and voting rights, accompanied by a letter setting out the acquirer's intentions. These disclosures will be published shortly by the AMF.
The draft prospectus can be downloaded from the AMF website (www.amf-france.org) and the bioMérieux website (www.biomerieux.com) and is also freely available from Bryan, Garnier & Co (26 avenue des Champs-Elysées – 75008 Paris).
The Offer and Prospectus have not yet been reviewed by the AMF
In accordance with Article 231-28 of the AMF’s General Rules, legal, financial, accounting and other information about bioMérieux will be made available to the public no later than the day before the Offer opens on the same basis as above.
bioMérieux
Société Anonyme au capital de 12 029 370 euros
Siège social : Chemin de l’Orme - 69280 Marcy l’Etoile - France
RCS 673 620 399 Lyon
Contact:
Investor Relations
Isabelle Tongio
Tel: +33 (0) 4 78 87 22 37
investor.relations@biomerieux.com
Financial information and official communications are available at www.biomerieux.com