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Wednesday, April 17, 2024

Osborne Clarke guides Grifols’ acquisition of Biotest for €1.1bn

An Osborne Clarke cross-border team has counselled Grifols on the execution and completion of the acquisition of 100% of the share capital of Tiancheng Pharmaceutical Holdings AG, a German company that holds 89.88% of the ordinary shares and 1.08% of the preferred shares of Biotest AG

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Following the completion of the Public Takeover Offer and the closing of the acquisition of Tiancheng (Germany) Pharmaceutical Holdings AG, Grifols controls 96.20% of the voting rights and holds 69.72% of the share capital of Biotest AG.

Víctor Grífols Deu, co-CEO of Grifols stated: “The Biotest acquisition is a fundamental milestone in our transformation plan, and is fully aligned with our growth strategy – strengthening our global plasma capacity, expanding our product portfolio in order to benefit more patients, complementing our innovation efforts with high value-added projects, and accelerating our presence in new markets”.

Raimon Grífols Roura, co-CEO of Grifols said: “At Grifols we have a well-defined roadmap in which Biotest will play a very important role. We look forward to working together and unlocking the value of our combined potential, further strengthening the global plasma industry and improving patients’ quality of life”.

The transaction values Biotest’s capital at approximately €1,600 million (Equity Value) and its market value at €2,000 million (Enterprise Value).

Among other authorizations, Grifols has obtained approvals from the Turkish competition authority, the Rekabet Kurumu (RK); from the German financial supervisory authority, the Bundesanstalt für Finanzdienstleistungsaufsicht (“BaFin”); and from the Comisión Nacional de los Mercados y la Competencia (CNMC) in Spain.

Grifols has agreed to acquire the entire share capital of Tiancheng (Germany) Pharmaceutical Holdings AG for  €1,091 million. This amount includes a loan receivable, granted by Tiancheng (Germany) Pharmaceutical Holdings to Biotest AG, for an amount of €318 million. The shares of Biotest were valued at EUR 43.00 per ordinary share (17.783.776 shares) and at €37.00 per preferred share (214.581 shares).

Parallel to the transaction, Grifols has closed the voluntary public tender offer (VTO) to all outstanding shareholders, resulting in the payment of €362 million for 1,250,298 ordinary shares at €43,00 per share and 8,340,577 preferred shares at €37,00 per share.

In December 2021, the Management Board and Supervisory Board of Biotest recommended accepting Grifols’ takeover bid. Both bodies concluded that the Grifols and Biotest business combination represents an opportunity to increase the availability of plasma therapies, as well as to promote the development of new products and R&D projects, among others.

Grifols has retained Osborne Clarke Spain, Germany and the United Kingdom, and Proskauer Rose, L.L.P. as legal advisors, and Nomura Securities International, Inc. and UBS Europe SE as financial advisors. BNP Paribas Securities Services SCA, has been appointed as the central settlement bank regarding the VTO.

Osborne Clarke’s international team was led by key client partner Tomás Dagá, who was supported by partner Óscar Calsamiglia, Spain office managing partner Núria Martin, partners Eduard Arruga and Miguel Lorán, and lawyers Laura de la Cruz and Ignasi Bruguer in Spain, alongside Matthias Elser, Fabian Christoph and Sebastian Hack and Joachim Breithaupt in Germany, and by Andrew Saul and Matthew Edwards in the UK.

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