공시 • Jan 31
Symrise AG (XTRA:SY1) completed the acquisition of remaining 30.35% stake in Probi AB (publ) (OM:PROB) from Fourth Swedish National Pension Fund (AP4), Moneta Asset Management and others.
Symrise AG (XTRA:SY1) proposed to acquire remaining 30.35% stake in Probi AB (publ) (OM:PROB) from Fourth Swedish National Pension Fund (AP4), Moneta Asset Management and others for SEK 1.2 billion on November 20, 2024. A cash consideration valued at SEK 350 per share will be paid by Symrise AG. Upon completion, Symrise AG will own 100% stake in Probi AB (publ). If Symrise, whether in connection with the Offer or otherwise, acquires shares representing more than 90 per cent of the total number of shares in Probi, Symrise intends to commence compulsory redemption proceedings under the Swedish Companies Act to acquire all remaining shares in Probi and to promote delisting of Probi’s shares from Nasdaq Stockholm. As of the date, the Symrise owns 7,936,210 shares, corresponding to 69.7 per cent of the outstanding capital and votes in Probi. Fjärde AP-fonden and Moneta Asset Management, have undertaken to accept the Offer and thus to tender 1,057,188 and 960,181 Probi-shares, respectively, in the Offer, representing in aggregate approximately 17.7% of the outstanding capital and votes in Probi.
The Offer is not subject to any financing conditions. The cash consideration payable to the Probi's shareholders under the terms of the Offer will be financed by available cash and existing credit facilities of Symrise.
The completion of the Offer is conditional upon the Offer being accepted to such an extent that Symrise becomes the owner of shares in Probi representing more than 90 per cent of the total number of shares in Probi on a fully diluted basis; the receipt of all regulatory, governmental or similar clearances, approvals and decisions that are necessary for the Offer and the acquisition of Probi, including from the Swedish Inspectorate of Strategic Products, in each case on terms which, in Symrise’s opinion, are acceptable; no circumstances having occurred which have a material adverse effect or could reasonably be expected to have a material adverse effect on Probi’ financial position, prospects or operations, including Probi’ sales, results, liquidity, equity ratio, equity or assets; neither the Offer nor the acquisition of Probi being rendered wholly or partially impossible or significantly impeded as a result of legislation or other regulation, any decision of a court or public authority, or any similar circumstance; Probi not taking any action that is likely to impair the prerequisites for making or completing the Offer; no information made public by Probi or disclosed by Probi to Symrise being materially inaccurate, incomplete or misleading, and Probi having made public all information which should have been made public by Probi; and no other party announcing an offer to acquire shares in Probi on terms more favourable to the shareholders of Probi than the Offer. The acceptance period is expected to commence on or around December 18, 2024 and expire on or around January 15, 2025.
As of November 26, 2024, Symrise has acquired an additional 321,620 shares in Probi (corresponding to 2.8% of the outstanding capital and votes in Probi) in the market at price of SEK 350. Together with the undertakings to accept the Offer obtained from Probi’s shareholders Fjärde APfonden and Moneta Asset Management, respectively, representing in aggregate approximately 17.7% of the outstanding capital and votes in Probi, Symrise has secured approximately 90.2% of the outstanding capital and votes in Probi. As of December 13, 2024, Subject to the foregoing conditions and limitations, it is Grant Thornton’s opinion that the Offer as of this date, from a financial point of view, is fair to the shareholders of Probi. The independent bid committee unanimously recommends the shareholders of Probi to accept the Offer. As of January 2025, Symrise has received clearance from the Swedish Inspectorate of Strategic Products. Therefore, the condition regarding the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions is fulfilled. The acceptance period for the Offer stated in the offer document expires at January 15, 2025. The acceptance period may be extended. At the end of the acceptance period on January 15, 2025, the Offer had been accepted by shareholders with a total of 2,840,101 shares in Probi, corresponding to 24.9 per cent of the shares and votes in Probi. Since the announcement of the Offer, Symrise has also acquired 321,620 shares in Probi, corresponding to 2.8 per cent of the shares and votes in Probi, at prices not exceeding the Offer Price. As a result, Probi controls in total 11,097,931 shares in Probi, corresponding to 97.4 per cent of the shares and votes in Probi. Symrise has decided to complete the Offer. All conditions are satisfied or have been waived. Settlement for shares tendered in the Offer during the initial acceptance period will be initiated on or around January 20, 2025. Since the Offer is unconditional, shareholders who have already accepted or will accept the Offer during the extended acceptance period to January 29, 2025, have no right to withdraw their acceptances. Symrise intends to initiate compulsory redemption proceedings in accordance with the Swedish Companies Act to acquire all shares not tendered in the Offer and to promote delisting of Probi’s shares from Nasdaq Stockholm. As on January 20, 2025, Symrise has declared its public tender offer to the shareholders of Probi AB unconditional and controls more than 90 per cent of the total number of shares and votes in Probi. Against this background, the shareholders of Probi are hereby officially convened to an Extraordinary General Meeting (“EGM”) which will be held on February 13, 2025.
Symrise has retained Lazard as financial advisor and Jesper Schönbeck, Erik Sjöman, Linnéa Sellström, Daniel Wendelsson, and Noelia Martinez of Advokatfirman Vinge KB as legal advisor in connection with the Offer. The independent bid committee of Probi has retained Carnegie Investment Bank AB (publ) as financial adviser and Grant Thornton Sweden AB to render the fairness opinion and Mannheimer Swartling Advokatbyrå as legal adviser.
Symrise AG (XTRA:SY1) completed the acquisition of remaining 30.35% stake in Probi AB (publ) (OM:PROB) from Fourth Swedish National Pension Fund (AP4), Moneta Asset Management and others on January 29, 2025. During the extended acceptance period which expired on January 29, 2025, the Offer has been accepted by shareholders with a total of 142,586 shares in Probi, corresponding to 1.3% of the shares and votes in Probi. After the end of the extended acceptance period, Symrise thus controls in total 11,240,517 shares in Probi, corresponding to 98.7% of the shares and votes in Probi. Settlement for shares tendered in the Offer during the extended acceptance period will begin on or around February 3, 2025. Symrise will not further extend the acceptance period for the Offer.
