Shareholder Value Management AG
Shareholder Value Management AG: Stallergenes – Proposed Merger Valuation Is Expropriation of Stallergenes’ Minority Shareholders!
Shareholder Value Management AG / Key word(s): Statement Stallergenes – Proposed Merger Valuation Is Expropriation of Stallergenes’ Minority Shareholders! – Der Frankfurter Aktienfonds für Stiftungen (FAFS) objects to the proposed merger between the French pharmaceutical company Stallergenes and Greer Laboratories Inc. – “The proposed 60:40 Merger Multiple only benefits Ares Life Sciences” – FAFS is considering legal action Frankfurt, 8th of April 2015. Shareholder Value Management AG (SVM), as advisor to FAFS, has reacted sharply against the proposed merger between the French pharmaceutical company Stallergenes (ISIN: FR 0000065674) and Greer Laboratories Inc. SVM believes that under the proposed merger terms the rights of minority shareholders have been violated and as a result it fears that investors in FAFS (A0M8HD | DE000A0M8HD2)could suffer a financial loss. “We are clearly deceived and disadvantaged in this respect as minority shareholders,” laments Frank Fischer, CIO of Shareholder Value Management AG. “The main shareholder attempts to try to enrich themselves at our expense. We cannot and should not allow this to happen.” Major shareholder of both companies is the investment company Ares Life Sciences. It holds 77 percent of Stallergenes shares and 100 percent of Greer Laboratories, a company that distributes allergy immunotherapy products in the United States. Following the proposed merger a newly formed company would be formed under the name of Ares Allergy Holding PLC. Under the proposed merger terms Stallergenes shareholders would get 60 percent of the shares and Greer shareholders 40 percent. “The proposed 60:40 split is outrageous. It does not correspond to the value of the two companies,” argues Frank Fischer. Based on recent transaction multiples attached to both companies Stallergenes has fetched a valuation 3.5x higher than that of Greer, implying that a far greater portion of the value should go to Stallergenes’ shareholders than the proposed 60%. Additionally, Stallergenes generated revenues of 251 Mio. Euro in 2014 versus 80m Mio. Euro for Greer. Finally, in recent years Stallergenes has invested on average annually 55 Mio. Euro in Research & Development which amounts to ca. 70% of Greer’s 2014 revenues. “These few data points alone go to show that major shareholder Ares Life Sciences has committed foul play,” says Fischer. Moreover, SVM complains that the proposed merger lacks transparency for minority shareholders. For example, for Greer only a revenue figure has been provided. All other financial data has been withheld despite repeated requests of SVM for more disclosure. In addition, SVM believes two of the three appointed independent board of directors are not independent despite French compliance laws’ requirement for three independent directors. These objections have on several occasions been communicated to the interested parties, however till this date SVM has not received any feedback. “We will not put up with this improper behavior”, says Frank Fischer. SVM has already informed the French financial regulator AMF and requested an enquiry. Furthermore, SVM has joined forces with two other significant shareholders in Stallergenes, namely the France-based fund companies Amiral Gestion and Moneta. Together the three major shareholders have hired Ms. Colette Neuville, president of the association for the defense of the rights of minority shareholders (ADAM), to assist them in the case. “We are now awaiting the decision of the French financial regulator AMF. If our rights as minority shareholders continue to be disregarded, we reserve our right to take further steps. And if necessary, we will take it to court”, says a determined Frank Fischer. Contact: 2015-04-08 Dissemination of a Corporate News, transmitted by DGAP – a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de |
342041 2015-04-08 |