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Kursutveckling och likviditet under dagen för detta pressmeddelande

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Beskrivning

LandNorge
ListaOAX Equities
SektorHälsovård
IndustriLäkemedel & Handel
NattoPharma är ett norskt bolag verksamma inom utveckling av läkemedel. Idag innehas störst fokus på utveckling av diverse kosttillskott. Ledande varumärken säljs huvudsakligen via MenaQ7, ett vitamintillskott av K2 karaktär. En stor del av verksamheten fokuserar på forskning och utveckling inom arbetsområdet, vilket sker via separata dotterbolag. Bolaget etablerades 2004 och har sitt huvudkontor i Oslo.
2021-03-09 07:51:16
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.

Oslo, 9 March 2021: Following the announcement on 15 February 2021 regarding a
contemplated offer to acquire all outstanding shares of NattoPharma ASA
("NattoPharma" or the "Company"), Compagnie des Levures Lesaffre ("Lesaffre" or
the "Offeror") is today launching a recommended voluntary cash offer (the
"Offer") for all of NattoPharma's outstanding shares against a consideration in
cash of NOK 35.00 per share (the "Offer Price").

Reference is made to the approval by the Oslo Stock Exchange of the offer
document dated 8 March 2021 (the "Offer Document") prepared in connection with
the Offer. The shareholders of NattoPharma may tender their shares on the
conditions of the voluntary recommended offer from today, 9 March 2021, and
until 23 March 2021 at 16:30 hours (CET), subject to extension.

·
The Board of Directors of NattoPharma unanimously recommends the Offer, which
values the total share capital of NattoPharma at approximately NOK 736 million
on a fully diluted basis (excluding treasury shares). The Offer Price of NOK 35
per share represents a 65%, 82% and 88% premium to the volume-weighted average
closing price ("VWAP") of the Company for the one-month, three-month and six
-month period prior to 12 February 2021 respectively. Further, the Offer Price
represents a 133% premium to the closing price on 2 June 2020, being the date
when the Board of Directors initiated its strategic review. The Offer represents
a 42% premium to the to the closing price on 12 February 2021.

·
Shareholders representing approximately 59.39% of the shares (on a fully diluted
basis, excluding treasury shares) have already provided irrevocable pre
-acceptances which only provide for a right to be withdrawn if the Offeror has
not publicly announced that the conditions for completion of the Offer have been
satisfied or waived by the Offeror by 31 May 2021. Furthermore, the Offeror has
received undertakings from the option holders in NattoPharma whereby the option
holders have undertaken to exercise their options and to sell the option shares
to the Offeror at the Offer Price. These undertakings represent approximately
5.71% of the shares (on a fully diluted basis excluding treasury shares). The
Offeror has also purchased 562,074 shares in the market. The total number of
shares comprised of the irrevocable pre-acceptances, the undertakings of the
option holders and the Offeror's own shares represents 67.77% of the shares in
NattoPharma on a fully diluted basis  excluding treasury shares. The complete
terms and conditions for the Offer, including procedures for how to accept the
Offer and detailed information regarding settlement, are set out in the Offer
Document.

·
The Offer period commences on Tuesday 9 March 2021 and expires on Monday 23
March 2021 at 16:30 hours (CET). The Offeror may in its sole discretion extend
the offer period (one or several times), but the offer period will in no event
be extended beyond 18 May 2021 at 16:30 hours (CET).

In recommending the Offer, the Board of Directors of NattoPharma comments:
"Having carefully reviewed the terms and conditions of the Offer, and in
consideration of the evaluation provided by the Company's advisors and the
statement by the independent expert, the Board has concluded that the
consideration offered for the shares in the Company is attractive."

KWC AS has provided an independent statement in accordance with § 6-16 of the
Norwegian Securities Trading Act inter alia concluding that: "These analyses
provide substantial support that the Offer price provides NattoPharma
shareholders with some of the value of synergies that are expected to accrue to
the combined Lesaffre - NattoPharma business" and that "[t]he terms of the Offer
are fair from a financial point of view and the Offer Price of NOK 35 per share
represents a full and fair arm's length price for all the outstanding shares of
NattoPharma."

The Offer Document, containing the full terms and conditions of the Offer will,
subject to regulatory restrictions in certain jurisdictions, be sent today, 9
March 2021, to all shareholders in NattoPharma whose address appears in
NattoPharma's share register in the Norwegian Central Securities Depositary
(VPS) as of 8 March 2021.

As further detailed and specified in the Offer Document, the completion of the
Offer will be subject to certain conditions being satisfied or waived by the
Offeror (acting in its sole discretion).

The Offer Document is, subject to regulatory restrictions in certain
jurisdictions, available at www.nattopharma.com.

Background for the Offer

The Offer is made by Compagnie des Levures Lesaffre, a direct 98.57% owned
subsidiary of Lesaffre & Cie.

Lesaffre is a key global player in fermentation for more than a century, with a
revenue of more than 2 billion euro, and established on all continents, counts
10,700 employees and more than 70 nationalities. On the strength of this
experience and diversity, Lesaffre works 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, Lesaffre explores
and reveals 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. Lesaffre believes that fermentation is one
of the most promising answers to this challenge.

Lesaffre believes that joining forces with NattoPharma would be beneficial for
both companies. Their geographic footprint are complementary and joining forces
would create a truly global company that would offer a documented and innovative
science-backed approach with the solid sourcing and applications.  The combined
entity will be well equipped to make the best use of the opportunity in a market
that has seen rapid expansion in most parts of the world.

Reference is also made to the statement from NattoPharma's CEO Kjetil Ramsøy on
15 February 2021 where he stated the following:

"We are impressed with LesaffreŽs track record and global reach and we are
confident that partnering up with their team will enable us to reach the next
level. We are excited about the opportunities ahead and we will continue
developing and delivering world class products to our joint customer base."

The Offer Document contains further details regarding the Offer, and the
shareholders of NattoPharma are advised to review the Offer Document in detail.
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions and
the Offer is not made in any jurisdiction where the making of the Offer would
not be in compliance with the laws of such jurisdiction. The Offeror assumes 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. This announcement does not in itself constitute an offer.
The Offer is made in the Offer Document and can only be accepted pursuant to the
terms of such document.

Rothschild is acting as financial adviser to Lesaffre and 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 Lesaffre and 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:
NattoPharma:

NattoPharma ASA
Att: Kjetil RamsøyTelephone: +47 906 12 943
Email: kjetil.ramsoy@nattopharma.com

Lesaffre:

Agence Wellcom
Att: Valérie Lassale/Chloe Bencivengo
Telephone: +33(0)1 46 34 60 60
Email: lesaffre@wellcom.fr


About NattoPharma:
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
supplements.

About Lesaffre:

A key global player in fermentation for more than a century, 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.

Important notice:

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
SUCH DOCUMENT.

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
procedures.

This information is subject to the disclosure requirements of NattoPharma
pursuant to section 5 -12 of the Norwegian Securities Trading Act.