Saskatoon, Saskatchewan, Canada
October 31, 2007
Philom Bios Inc. (Philom
Bios) announced today that it has entered into a pre-acquisition
agreement whereby Novozymes
Biologicals Holding A/S (“Novozymes”), a wholly-owned
subsidiary of Novozymes A/S, will make an all-cash offer to
acquire all of the issued and outstanding shares of Philom Bios
by way of a take-over bid. The cash price will be CAD $6.50 per
share, valuing the transaction at approximately CAD $25.6
million on a fully-diluted basis.
The Board of Directors of Philom Bios has unanimously approved
the offer as contemplated in the pre-acquisition agreement and
concluded that the transaction is in the best interests of the
Philom Bios shareholders. In addition, the Board of Directors
has unanimously resolved to recommend that all Philom Bios
shareholders tender their common shares to Novozymes’ offer.
In connection with Novozymes’ offer, certain shareholders and
all of the directors and officers of Philom Bios have entered
into lock-up agreements with Novozymes and pursuant to which
they have agreed to tender all of their common shares to the
offer representing more than 70% of the issued and outstanding
common shares of Philom Bios calculated on a fully-diluted
basis.
Full details on the Novozymes offer will be included in a
take-over bid circular and related documents which will be filed
with securities regulators and mailed to Philom Bios
shareholders.
The agreement includes customary non-solicitation covenants. The
offer is subject to customary conditions contained in the formal
offer documents, including the tendering of at least two-thirds
of Philom Bios’ outstanding common shares on a fully-diluted
basis.
Novozymes will fund its all-cash take-over bid by using cash.
Philom Bios is a world leading Inoculant Company with over 70
employees across North America in research, manufacturing,
marketing and management and in its joint-venture operations in
Australia. Headquartered in Saskatoon, SK, Philom Bios is a
Canadian public company serving the needs of farmers with
high-value inoculants. Philom Bios has an over 25 year
commitment to farmers through a dynamic partnership with
distributors and leading retailers. Read more at
www.philombios.com.
Novozymes is the world leader in bio-innovation. Together with
customers across a broad array of industries, Novozymes creates
tomorrow’s industrial bio-solutions, improving its customers'
business and the use of our planet's resources. With over 700
products used in 130 countries, Novozymes’ bio-innovations
improve industrial performance and safeguard the world’s
resources by offering superior and sustainable solutions for
tomorrow’s ever-changing marketplace. Read more at
www.novozymes.com.
Legal Notices
This release does not constitute an offer to purchase or a
solicitation of an offer to sell securities.
Philom Bios shareholders are advised to review the circular and
any other relevant documents to be filed with the Canadian
securities regulatory authorities because they will contain
important information. Those materials will be mailed to Philom
Bios shareholders at no expense to them. In addition, investors
will be able to obtain the documents free of charge through the
System for Electronic Documents Analysis and Retrieval (SEDAR)
at www.sedar.com. |
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