20.05.2015 18:52:00
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Project to Combine STALLERGENES and Greer Laboratories: Draft Merger Agreement and Reports from Court-Appointed Expert Ledouble Now Available
Regulatory News:
Not for release, directly or indirectly, in South Africa, Australia, Canada, Japan, New Zealand or the United States of America
STALLERGENES (Paris:GENP) announces that the draft merger agreement and the reports by the firm Ledouble, the expert appointed by the Commercial Court to review the project to combine Stallergenes with Greer Laboratories Inc. (report on the consideration for the contributions and report on the value of the contributions) are available on its website1 as of today.
The draft contribution agreement prepared as part of the contribution of the complete and autonomous pharmaceutical business of Stallergenes SA to its affiliate Stallergenes SAS, due to take place prior to the merger, has also been made available online today. The reports from Ledouble relating to this contribution of assets will be made publicly available over the next few days.
The transaction is subject to certain customary conditions, notably the approval of the French tax authorities and confirmation by the French Autorité des marchés financiers that it will not trigger a requirement to make a public buy-out offer for STALLERGENES’ shares and the absence of any appeal against this decision (unless this latter condition is waived).
According to the planned timetable, the transaction could take effect at the latest during the third quarter of 2015, following completion of the legal formalities required for implementation. A detailed information document will be made available to STALLERGENES shareholders by the end of the month.
ABOUT STALLERGENES
STALLERGENES is a global healthcare company specialized in the diagnosis and treatment of allergies. For more than 50 years, STALLERGENES has been continuously expanding the existing frontiers of science in order to provide allergy patients with ever more effective long lasting therapeutic options. Thanks to its innovation strategy, fuelled by investments in research and development amounting to around 20% of total annual revenues as well as external partnerships, STALLERGENES is able to provide targeted allergen immunotherapy-based allergy solutions that significantly improve the lives of allergy patients around the world.
STALLERGENES operates in 23 countries and employs over 1,000 people. In 2014, the Company generated total revenues of €251 million, and more than 500,000 patients were treated with STALLERGENES products.
EURONEXT Paris (Compartment B)
CAC small
ISIN: FR0000065674
Reuters:
GEN.PA
Bloomberg: GEN.FP
Forward-looking statements related to STALLERGENES
This
press release may contain forward-looking statements concerning the
proposed combination and the benefits expected. Such statements are
based upon the current beliefs and expectations of Stallergenes’
management and are subject to risks and uncertainties. Actual results
may differ from those set forth in the forward-looking statements, due
to various factors. Without being exhaustive, such factors include
economic situations and business conditions, including legal and product
evaluation issues, fluctuations in currencies and demand, and changes in
competitive factors. The Company disclaims any intention or obligation
to update or revise any forward-looking statements whether as a result
of new information or future events and except as required by law.
Limitations
This document may not be released,
directly or indirectly, in South Africa, Australia, Canada, Japan, New
Zealand or the United States of America. The information contained in
this document does not constitute an offer to sell or to purchase or the
solicitation of an offer to purchase or sell shares or other financial
instruments in Ares Allergy Holding or Stallergenes in the United States
of America or any other jurisdiction in which such an offer,
solicitation, purchase or sale would be unlawful prior to the
registration, exemption from registration or other qualification under
the terms of legislation on financial instruments in such a
jurisdiction. Shares in Ares Allergy Holding have not been and will not
be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act”) or under any other legislation of any jurisdiction in
the United States of America and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration under the Securities Act. There will not be any public
offering of securities in the United States.
Persons in possession of this document are required to inform themselves about and comply with these restrictions. Neither Stallergenes, nor Ares Allergy Holding or any other party to this transaction mentioned in this document accepts any liability in respect of persons who have obtained this document in violation of these restrictions.
1 www.stallergenes.com
View source version on businesswire.com: http://www.businesswire.com/news/home/20150520006235/en/
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