Announcement • Apr 23
Kohlberg Kravis Roberts & Co. L.P. proposed to acquire 83.02% stake in Biotage AB (publ) (OM:BIOT) from Carnegie Fonder AB, SEB Asset Management Aktiebolag and Coeli Private Equity AB (publ) (NGM:CPE I) for approximately SEK 9.6 billion.
Kohlberg Kravis Roberts & Co. L.P. proposed to acquire 83.02% stake in Biotage AB (publ) (OM:BIOT) from Carnegie Fonder AB, SEB Asset Management Aktiebolag and Coeli Private Equity AB (publ) (NGM:CPE I) for approximately SEK 9.6 billion on April 22, 2025. A cash consideration valued at SEK 145 per share will be paid by Kohlberg Kravis Roberts & Co. L.P. The shareholders of Biotage are offered SEK 145 in cash per ordinary share in Biotage. Should Biotage, prior to the settlement of the Offer, distribute dividends or in any other way distribute or transfer value to its shareholders, the consideration in the Offer will be adjusted accordingly ("Price Adjustment"). For the avoidance of doubt, such Price Adjustment will apply to the proposed dividend payment of SEK 1.65 per share to be resolved by the annual general meeting of the Company convened to be held on 24 April 2025, with proposed record date for the payment on 28 April 2025, and expected date for payment through Euroclear Sweden on 2 May 2025. The consideration payable in respect of the Offer isfinanced in full by a combination of funds available to RWK BidCo pursuant to an equity commitment letter issued by KKR Funds, and debt financing provided or underwritten by affiliates of KKR on terms customary for financing of public offers on the Swedish market. The above-mentioned financing provides RWK BidCo with sufficient cash resources to satisfy in full the consideration payable in respect of the Offer and, accordingly, the completion of the Offer is not subject to any financing condition. As of the date of this announcement, Gamma Biosciences, which is controlled by KKR Funds, owns in aggregate 13,590,648 ordinary shares in Biotage, corresponding to approximately 16.79 percent of the total number of shares and 16.96 percent of the total number of votes in Biotage. All shares of Biotage owned by Gamma Biosciences will be transferred to RWK BidCo upon completion of the Offer at the Offer price. Gamma Biosciences has also undertaken not to accept any competing offers. The board of directors of Biotage has assessed the Offer and informed RWK BidCo that it has resolved to recommend that the shareholders of Biotage accept the Offer. RWK BidCo has been permitted by the board of directors of Biotage to carry out a confirmatory due diligence review of Biotage in connection with the preparations of the Offer. The completion of the Offer is conditional upon, inter alia, receipt of all necessary regulatory, governmental or similar clearances, approvals, decisions and other actions from authorities or similar, including from competition and FDI authorities, in each case on terms which, in RWK BidCo's opinion, are acceptable. According to RWK BidCo's assessment, the Offer will require customary merger control approvals in Cyprus, Morocco, Sweden, the United States and Vietnam, and customary clearances or confirmations that clearances are not required under applicable FDI legislation in Italy. RWK BidCo has initiated the work on filings relevant for the Offer. RWK BidCo expects relevant clearances to be obtained prior to the end of the acceptance period. The acceptance period in the Offer is expected to commence on or around 13 May 2025 and end on or around 11 June 2025.
J.P. Morgan Plc ("J.P. Morgan") is acting as lead financial advisor, Nordea Bank Abp, filial i Sverige ("Nordea") is acting as Swedish settlement bank and local financial advisor, and Roschier Advokatbyrå AB and Simpson Thacher & Bartlett LLP are acting as legal advisors to KKR and RWK BidCo in connection with the Offer. The Board of target has therefore obtained a fairness opinion from Grant Thornton Sweden AB. Lazard is acting as financial advisor and Advokatfirman Vinge is serving as legal advisor to Biotage.
