Oslo, 2 March 2021: Reference is made to the stock exchange announcement on 15
February 2021 regarding Compagnie des Levures Lesaffre's ("Lesaffre" or the
"Offeror") intention to launch a voluntary cash offer (the "Offer") for all
outstanding shares of NattoPharma ASA ("NattoPharma" or the "Company"), and the
stock exchange announcement on 25 February 2021 in which certain terms and
conditions of the Offer was amended. In the 25 February 2021 announcement the
offer price was increased to NOK 35 per share, and the condition of a minimum
acceptance level of 90% of the issued and outstanding share capital of
NattoPharma (on a fully diluted basis) was reduced to 66.67%.
As set out in the 25 February 2021 announcement, the Offeror had as of 25
February 2021 received irrevocable pre-commitments, which together with the
agreements entered into with the option holders in the Company providing for an
unconditional obligation to exercise the options and tender the option shares to
the Offeror, comprised 12,777,054 shares representing 60.74% of the total share
capital of NattoPharma, on a fully diluted basis excluding treasury shares.
Following the 25 February 2021 announcement, the Company has been informed by
Lesaffre that Lesaffre has acquired 350,359 shares in NattoPharma and received
371,118 additional irrevocable pre-commitments and that none of these purchases
were made at a price in excess of the Offer Price of NOK 35 per share.
Reference is further made to the mandatory notifications of trade by certain
primary insiders in NattoPharma on 1 March 2021, in which it was announced that
TG Montgomery AS has conditionally agreed to purchase 386,360 shares in
NattoPharma, and Pro AS has acquired 160,000 shares in NattoPharma (collectively
the "Additional Shares"). Both the shares conditionally to be purchased by TG
Montgomery AS and the shares acquired by Pro AS are covered by such parties'
irrevocable pre-commitments with Lesaffre.
Based on this, Lesaffre has in respect of the contemplated Offer received
commitments (including its own shares in NattoPharma) for 14,044,891 shares
representing 66.76% of the total share capital of NattoPharma, on a fully
diluted basis excluding treasury shares, and the 66.67% acceptance level
conditions is therefore expected to be satisfied upon completion of the Offer.
The Company has been informed that TG Montgomery AS and Pro AS have acquired the
Additional Shares on their own initiative without any prior understanding with
Lesaffre and that the Offer Price of NOK 35 pr share will not be amended as a
result of the acquisition of the Additional Shares by TG Montogmery AS and Pro
For further information, please contact:
Att: Kjetil Ramsøy
Telephone: +47 906 12 943
This information is subject to the disclosure requirements of NattoPharma
pursuant to section 5 -12 of the Norwegian Securities Trading Act.