Corporate Movement of Grifols. In a relevant fact sent to the National Securities Market Commission (CNMV), that its Board of Directors has unanimously approved that its subsidiary Grifols Biotest Holdings GmbH presents a public purchase offer for the exclusion of contribution (delisting offer) to the shareholders of the German branch Biotest AG.
Thus, Grifols Biotest Holdings GmbH has communicated its decision to acquire, through a public purchase offer for the exclusion of contribution, and all preferred actions without the right to vote of the German company, and its intention to offer 43 euros for each ordinary action and 30 euros for each preferential action. The ordinary shares closed the session last Friday at 40.80 euros, leaving a little less than 1% since the beginning of the year. Preferred shares rise 3.07%, up to 30.20 euros.
In another statement, Biotest points out that Grifols has approximately 97.14% of ordinary shares and 46.22% of preferred shares. That is, Grifols would lack 2.86% of ordinary shares and about 53% of the preferents. To go to the OPA all investors, the amount of the operation would be around 350 million euros.
The operation seems to have penalized Grifols in the stock market, which has left 4.43%, up to 8.20 euros. The company, which tries to leave behind the stock market and credibility crisis initiated in January 2024, with accusations of accounts makeup of the bassist Gotham Citi Research firm as well as with the subsequent failed Brookfield OPA, more than 11% has been left in the last five sessions, under a renewed pressure of the bearish investors.
In addition, within the operation, Grifols and Biotest have agreed that, no later than ten business days before the expiration of the deadline to accept the offer of contribution exclusion, they will request the cancellation of the admission of the actions of the German company for negotiation in the Frankfurt Stock Exchange.
The terms and conditions of the price exclusion offer will be communicated in the offer document that Grifols will prepare and must be examined by the German Financial Supervision Federal Authority, the Bundesanstalt Für Für Finanzdienstleistungsaufsich (BAFIN) in the coming weeks. Once the offer document is approved by BAFIN, it will be published in accordance with the applicable legislation and will also be informed as privileged information, and its content will be published on the Grifols website.
The Grifols subsidiary has insisted that, once the revocation of the admission to a valuation, the Biotest shares will no longer be admitted to contribution in a national regulated market or in a comparable market abroad.
In addition, Biotest has indicated that it will adopt all reasonable measures to end the inclusion of its ordinary and preferential shares in the OTC markets, to the extent that said inclusion has been carried out at the request of the German company itself.
In any case, Biotest occupies a relevance role in the 2025-2030 strategic plan, presented by Grifols at the end of February in its capital Markets Day. Among other plans, the pharmacist opted to reinforce its product portfolio with new biotest assets. , Grifols highlighted the high potential of developing proteins by Biotest, as well as the complementarity between both companies, in markets and products. The Teutone subsidiary has 40 Plasma donation centers, of the total of 58 that the group has in the old continent.
The Spanish pharmaceutical company already pointed at the meeting her intention to integrate Biotest, as initially planned, at the right time and with the fair price.
Grifols closed in 2022 the purchase of Biotest, the largest in its history, valued as a whole, including debt ,. With the operation, the Catalan laboratory took 96.2% of Biotest’s vote rights and 69.72% of its share capital. In a first step, Grifols acquired the majority participation, in the hands of Hongkonesa Tiancheng International Investment, and subsequently launched an OPA for the rest of the actions.
Forecasts
The German company has published on Monday its results of the past year, as well as its forecasts by 2025. Biotest has indicated that the exploitation result (EBIT) fell from 143 to 94 million euros, as a consequence of the fall in sales of technology and development services. The adjusted EBIT improved at 9.8 million.
The Biotest Executive Committee provides for a sales drop in a medium digit in 2025, with an EBIT in a range between 55 and 75 million euros negative. In turn, the capital return employee (rubbing) will be negative between 3% and 7% as a consequence of the aforementioned negative behavior of the EBIT.
