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BY OUR PHARMA CORRESPONDENT
July 30, 2005: Matrix Laboratories is planning to acquire a controlling stake in the Belgian firm, Docpharma NV.
The Board of Directors of the Bangalore-based company has approved the acquisition proposal for a price of 34 euros (US$41.0) per share, an official statement said.
The acquisition, from Docpharma's Chairman and founder along with other key Share Purchase Agreements covering around 22% of the outstanding shares were signed on 19th June 2005 in India. The deal was closed on 8th July, with Matrix acquiring just under 1.4 million shares.
The purchase was facilitated through the formation of a newly incorporated Belgian company, Matrix Laboratories NV, which is controlled by Matrix. Matrix will now launch a mandatory public takeover bid at the same Price for the remaining shares in Docpharma.
According to the release, the value of the transaction amounted to 214 million euros (US$258.1 million). The shareholders it is purchasing from will receive an all-cash offer. However, Docpharma's founder and his family have agreed to accept a deferred payment of 65% of their consideration, amounting to US$25.02 million, in order to demonstrate their ongoing commitment to the combined Matrix-Docpharma business strategy.
Of the deferred amount, US$5.77 million will be paid after twelve calendar months, and the remaining US$19.25 million will be paid after three years. The deferred payment will accrue an annual interest of 2.5%.
US$13.47 million of the consideration, representing the remaining 35%, will be paid in cash at the time of the acquisition. Matrix will retain Docpharma's brands and trade names, and Docpharma's CEO and COO will remain with the company, the release added.
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