Launch of Mandatory Offer for Genera dd

RNS Number : 5753Z

Dechra Pharmaceuticals PLC

18 September 2015

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

LONDON: Friday, 18 September 2015

For immediate release

Dechra Pharmaceuticals PLC

Launch of formal Mandatory Takeover Offer for the shares in Genera d.d

not owned by Mr Marijan Hansekovic ("Takeover Offer")

Dechra Pharmaceuticals PLC ("Dechra" or the "Company") is pleased to announce that it has now launched its Takeover Offer to acquire the shares in Genera d.d. not owned by Mr Marijan Hansekovic.  The associated Offer document will shortly be posted to Genera d.d. shareholders.

As announced on 3 August 2015, Dechra has conditonally agreed with Mr. Marijan Hanžeković, the majority shareholder in Genera, to acquire his 63.3% holding (equivalent to 69% voting rights).  This agreement is conditional on Dechra obtaining acceptances to the Takeover Offer which when aggregated with Mr Hansekovic's shareholding would amount to 75% or more of the voting share capital in Genera. In the event that this condition is satisfied, Dechra will seek to delist Genera d.d. from the Zagreb Stock Exchange

Indicative timetable for the Takover Offer

By 27 September 2015	Genera Management to provide a formal opinion on the the Takover Offer in accordance with Croatian Takeover rules.
15 October 2015	Earliest closing date of the Takeover Offer.
29 October 2015	Earliest completion date for the SPA and Takeover Offer.

Summary of the Offer to Genera shareholders

Dechra is offering €23.66 (HRK179.60) per share, which is equivalent to €51.4 million for the entire share capital on a cash free debt free basis.  The €23.66 per share is a 42.5% premium to the closing price (HRK126.00) on Friday 31 July 2015 and a 81.6% premium based on the average price over  three months to the same date.  This cash Offer is to be funded from Dechra's existing debt facilities.

The rationale for the acquisition is detailed in the announcement of 3 August 2015, a copy of which can be found at www.dechra.com.

Enquiries:
Dechra Pharmaceuticals PLC
Ian Page, Chief Executive Officer	Mobile:  [phone]
Anne-Francoise Nesmes, Chief Financial Officer	Mobile:  [phone] Office:   [phone]
Investec Investment Banking
Chris Treneman	Tel:       [phone]
Matt Lewis
Daniel Adams
IR and media relations:
TooleyStreet Communications
Fiona Tooley, Director e-mail: [e-mail]	Office:   [phone] Mobile:  [phone]

About Dechra

Dechra is an international specialist veterinary pharmaceuticals and related products business.  Our expertise is in the development, manufacture and sales and marketing of high quality products exclusively for veterinarians worldwide. Dechra's business is unique as the majority of its products are used to treat medical conditions for which there are no other effective solution or have a clinical or dosing advantage over competitor products.

For more information please visit: www.dechra.com.  e-mail: [e-mail]

Listed London Stock Exchange: Stock code: Full Listing (Pharmaceuticals): DPH

Trademarks

Dechra and the Dechra "D" logo are registered trademarks of Dechra Pharmaceuticals PLC.

About Genera

Genera d.d. beginnings are tied to the foundation of the Royal Croatian-Slavonian Bacteriological Institute in 1901.  Since 2001 it operated as an independent company under the name Veterina, and was part of the Croatian pharmaceutical company Pliva.  In 2007 it listed on the Zagreb Stock Exchange, and in 2009 it renamed to Genera d.d.  It is focused on preserving human, animal and environmental health and operates from one manufacturing location in Kalinovica, Croatia.  During 2014 Genera employed 287 people.

In its financial year ended 31 December 2014 Genera reported revenues of €28.4 million, EBITDA of €3.1 million and profit before tax of €0.4 million.  Gross assets at the same date amounted to €44.6 million and net assets to €19.7 million. (Note: ECB Rate December 2014 Euro to Kuna 1:7.658).  Quarterly results announced to the Croatian Stock Exchange on 17 July 2015 reported consolidated revenue of the Genera Group of HRK130.7 million in the first half of 2015, an increase of 24% over the same period last year whilst gross profit recorded an increase of 37% to HRK53.7 million.  In the period, the operating profit tripled to HRK16.7 million with net profit increasing to HRK9.3 million against HRK3.1 million compared to the first six months of 2014.

For more information, please visit: www.genera.hr. email: [e-mail].

Listed Zagreb Stock Exchange: Stock code: ZSE: VERN-R-A; visit www.zse.hr

 

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