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Novozymes to Make Bid to Acquire Philom Bios
Philom Bios Inc. (Philom Bios) announced on October 31, 2007 that it has entered into a pre-acquisition agreement whereby Novozymes Biologicals Holding A/S (“Novozymes”), a wholly-owned subsidiary of Novozymes A/S, will make an all-cash offer to acquire all of the issued and outstanding shares of Philom Bios by way of a take-over bid. The cash price will be CAD $6.50 per share, valuing the transaction at approximately CAD $25.6 million on a fully-diluted basis.
The Board of Directors of Philom Bios has unanimously approved the offer as contemplated in the pre-acquisition agreement and concluded that the transaction is in the best interests of the Philom Bios shareholders. In addition, the Board of Directors has unanimously resolved to recommend that all Philom Bios shareholders tender their common shares to Novozymes’ offer.
In connection with Novozymes’ offer, certain shareholders and all of the directors and officers of Philom Bios have entered into lock-up agreements with Novozymes and pursuant to which they have agreed to tender all of their common shares to the offer representing more than 70% of the issued and outstanding common shares of Philom Bios calculated on a fully-diluted basis.
Full details on the Novozymes offer will be included in a take-over bid circular and related documents which will be filed with securities regulators and mailed to Philom Bios shareholders.
The agreement includes customary non-solicitation covenants. The offer is subject to customary conditions contained in the formal offer documents, including the tendering of at least two-thirds of Philom Bios’ outstanding common shares on a fully-diluted basis.
Novozymes will fund its all-cash take-over bid by using cash.
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