NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO AUSTRALIA,
CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL.
Lille/Oslo, 18 May 2021
Reference is made to the offer document dated 19 April 2021 (the "Offer
Document") for the mandatory offer by Compagnie des Levures Lesaffre (the
"Offeror") to acquire all outstanding shares of NattoPharma ASA ("NattoPharma")
against a consideration in cash of NOK 35 per share (the "Offer").
As a result of acceptances of the Offer, acquisitions outside the Offer and
previous acquisitions, as of 18 May 2021, the Offeror owns or has received
acceptances for a total of 20,622,305 shares, representing in total 98.03%
(excluding treasury shares) of the share capital of NattoPharma.
Given that the Offeror now holds more than 90% of the share capital of
NattoPharma, a compulsory acquisition (a squeeze out) of the remaining shares
not owned by the Offeror and a delisting will be carried out in due course.
Rothschild is acting as financial adviser to the Offeror and Nordea Bank Abp,
filial i Norge, is acting as receiving agent. Advokatfirmaet Thommessen AS is
acting as the Norwegian legal adviser, and Linklaters is acting as the French
legal adviser, to the Offeror in connection with the Offer.
ABG Sundal Collier ASA is acting as financial adviser and Advokatfirmaet CLP DA
is acting as Norwegian legal adviser to NattoPharma.
For further information, please contact:
Att: Kjetil Ramsøy
Telephone: +47 906 12 943
Att: Valérie Lassale/Chloe Bencivengo
Telephone: +33(0)1 46 34 60 60
NattoPharma is a public limited liability company listed on Euronext Expand Oslo
and is headquartered in Oslo. NattoPharma is the world's leader in vitamin K2
research and development, and is the owner and exclusive distributer of MenaQ7®
Vitamin K2 as MK-7, the best documented, vitamin K2 as menaquinone-7 (MK-7) with
guaranteed actives and stability, clinical substantiation, and international
patents granted and pending, and now the new MenaQ7® Full Spectrum, which
delivers menaquinones 6, 7, 8, and 9. The company has a multi-year research and
development program to substantiate and discover the health benefits of vitamin
K2 for applications in the marketplace for functional food and dietary
A key global player in fermentation for more than a century, Lesaffre & Cie
("Lesaffre"), with a 2.2 billion euro turnover, and established on all
continents, counts 10,700 employees and more than 85 nationalities. On the
strength of this experience and diversity, we work with customers, partners and
researchers to find ever more relevant answers to the needs of food, health,
naturalness and respect for our environment. Thus, every day, we explore and
reveal the infinite potential of microorganisms.
To nourish 10 billion people, in a healthy way, in 2050 by making the most of
our planet's resources is a major and unprecedented issue. We believe that
fermentation is one of the most promising answers to this challenge.
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions.
Lesaffre and the Offeror assume no responsibility in the event there is a
violation by any person of such restrictions. Persons into whose possession this
announcement or such other information should come are required to inform
themselves about and to observe any such restrictions.
THE OFFER WILL NOT BE MADE IN ANY JURISDICTION IN WHICH MAKING OF THE OFFER
WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICITON. THIS ANNOUNCEMENT
DOES NOT IN ITSELF CONSTITUTE AND OFFER. THE OFFER WILL ONLY BE MADE ON THE
BASIS OF THE OFFER DOCUMENT AND CAN ONLY BE ACCEPTED PURSUANT TO THE TERMS OF
The Offer is subject to disclosure and procedural requirements of the Kingdom of
Norway which are different from those in the United States. In addition, the
payment and settlement procedures with respect to the Offer will comply with the
relevant Norwegian rules, which differ from United States payment and settlement
This information is subject to the disclosure requirements of NattoPharma
pursuant to section 5 -12 of the Norwegian Securities Trading Act.