Samsung Biologics has published the prospectus for its public tender offer for all publicly held shares of PolyPeptide Group, advancing a transaction carrying an implied aggregate equity value of approximately CHF 1.46 billion.
Samsung Peptide, a direct Swiss subsidiary of Samsung Biologics established as the formal offeror, is offering PolyPeptide investors CHF 44.31 net in cash for each share.
The price represents a 40% premium to PolyPeptide’s unaffected April 10 share price, the last trading day before the first media speculation concerning a potential transaction.
It also represents an 11.6% premium to the 60-trading-day volume-weighted average share price before Samsung’s July 20 pre-announcement.
PolyPeptide’s independent and non-conflicted directors unanimously recommend that shareholders accept the offer, supported by a fairness opinion from IFBC.
The transaction already has substantial shareholder backing.
Draupnir Holding, PolyPeptide’s largest individual shareholder, owns approximately 55.65% of outstanding shares excluding treasury shares and has committed to tender its entire position.
The main offer period is expected to run from September 15 through October 12.
Completion requires acceptance representing at least 66⅔% of PolyPeptide’s fully diluted share count, excluding treasury shares, along with regulatory approvals and other customary conditions.
Following settlement, Samsung Peptide intends to pursue a squeeze-out of remaining minority investors and delist PolyPeptide from the SIX Swiss Exchange.
PolyPeptide is a specialized peptide active pharmaceutical ingredient CDMO with six GMP-certified facilities across Europe, the U.S. and India and significant exposure to metabolic therapies including GLP-1 drugs.
Samsung Biologics operates 845,000 liters of global manufacturing capacity following its Rockville, Maryland facility acquisition, and the PolyPeptide deal would broaden its exposure to peptide manufacturing.
