THERADIAG (ISIN: FR0004197747, Ticker: ALTER) (Paris:ALTER), a company specializing in in vitro diagnostics and Theranostics, announces that Biosynex (ISIN: FR0011005933 Mnemonic: ALBIO) has filed with the French financial markets authority (the "Autorité des marchés financiers", the "AMF") a voluntary takeover bid offer for the shares of the Company that it does not own, at a price of 2.30 euros per share (the "Offer"). Biosynex holds 25.07% of the share capital and 25.16% of the voting rights of the Company.
The Offer is made at a price of EUR 2.30 per Theradiag share, representing a premium of 58.62% and 43.79% respectively over the closing share price on September 22, 2022 and over the volume weighted average share price for the 60 days prior to the filing of the Offer.
The Company acknowledges that Biosynex does not intend to request the implementation of a squeeze-out procedure at the end of this Offer.
The Board of Directors of Theradiag, which met on 22 September 2022, unanimously took a favourable stance on the proposed Offer, without prejudice to the reasoned opinion of the Board of Directors on the Offer, which will be issued after receipt of the opinion of the independent expert, as well as the opinion of the employee representative bodies. It should be noted that the two Biosynex representatives on the Board of Directors of Theradiag did not participate in the vote on this resolution.
An independent expert appointed by the Board of Directors of Theradiag will draw up a fairness opinion on the financial terms of the Offer in accordance with the provisions of the AMF's general regulations.
The Social and Economic Committee of Theradiag will meet today in order to be informed about the content of the proposed Offer and its consequences on employment.
The listing of Theradiag shares has been suspended on Friday 23 September until further notice.
Fieldfisher is acting as legal counsel to Theradiag in this transaction.
Theradiag is the market leader in biotherapy monitoring. Capitalizing on its expertise in the diagnostics market, the Company has been developing, manufacturing and marketing innovative in vitro diagnostic (IVD) tests for over 30 years.
Theradiag pioneered "theranostics" testing (combining therapy with diagnosis), which measures the efficacy of biotherapy in the treatment of chronic inflammatory diseases. Going beyond mere diagnosis, Theranostics aims to help clinicians set up "customized treatment" for each patient. This method favors the individualization of treatment, evaluation of its efficacy and the prevention of drug resistance. In response to this challenge, Theradiag develops and markets the CE-marked TRACKER range, a comprehensive solution of inestimable medical value.
The Company is based in Marne-la-Vallée, near Paris, has operations in over 70 countries and employs over 60 people. In 2021, the Company posted revenue of €11.1 million. The Theradiag share is listed on Euronext Growth Paris (ISIN: FR0004197747) and is eligible for the French PEA-PME personal equity plan. For more information about Theradiag, please visit our website: https://www.theradiag.com/
This press release is for information purposes only and does not constitute an offer to purchase, or a solicitation of an offer to sell, any Theradiag financial instruments. The tender offer documentation which, if filed, will include the terms and conditions of the tender offer, will be subject to review by the Autorité des marchés financiers. Investors and shareholders are strongly advised to review the tender offer documentation when it becomes available, if the offer is filed, as well as any amendments or supplements to such documents to the extent that they contain important information about Theradiag, Biosynex and the proposed transaction.
This press release may not be published, broadcast or distributed, directly or indirectly, in any jurisdiction in which the distribution of such information is restricted by law. The tender offer will not be open to the public in jurisdictions where it is restricted by law. The publication, dissemination or distribution of this press release in certain countries may be restricted by law or regulation. Accordingly, persons in jurisdictions where this press release is published, broadcast or distributed should inform themselves about and observe any such restrictions. Theradiag assumes no responsibility for any violation of these restrictions by any person.
Bertrand de Castelnau
Tel.: +33 (0)1 64 62 10 12
Financial Communications Investor Relations
Pierre Laurent Quentin Massé
Tel.: +33 (0)1 44 71 94 94
Tel.: +33 (0)1 44 71 94 98