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Speedel Board Of Directors Recommends Shareholders To Accept Announced Novartis Offer
Basel, (PresseBox) -
Speedel Holding Ltd. (SWX: SPPN) today announced the recommendation of the Board of Directors regarding the public tender offer pre-announced by Novartis on 10 July 2008.
The Board of Directors of Speedel welcomes the public tender offer of Novartis, which the Board considers to be in the best interest of its shareholders and all other stakeholders. The Board recommends to its shareholders to accept the offer of Novartis and to tender their shares.
The Board analysed Novartis's tender offer at a price of CHF 130.00 per Speedel share in cash and benchmarked it in several ways. The Board, together with its financial advisor Merrill Lynch International, came to the conclusion that the price offered by Novartis adequately reflects the current value of Speedel's shares:
- The offer price includes a substantial premium compared to the volume weighted average share price (CHF 72.19) for the 60 trading days prior to the announcement of the offer.
- Most of the significant shareholders which sold their shares on 9 July 2008 may be seen as independent financial investors and judged this price to be adequate.
- In addition, the applied premium is in the range of recent comparable transactions.
- Analyst target price recommendations prior to the announcement of the tender offer ranged from CHF 70 to CHF 230, i.e. the offer price lies in the mid third of these recommendations.
- According to Merrill Lynch International's valuation using estimates made by Speedel's management the resulting equity value per Speedel share ranges from CHF 102.07 to CHF 132.36.
The public tender offer announced by Novartis offers shareholders an opportunity to sell their shares in a fair way under appropriate conditions. With the Extraordinary General Meeting scheduled for 14 August 2008 and the offering period planned from 11 August 2008 to 5 September 2008, the takeover process can be completed within a short time frame. As of 22 July 2008, Novartis was holding 67.3% of Speedel shares.
The detailed report of the Speedel Board of Directors regarding the announced offer from Novartis for Speedel's shareholders together with Merrill Lynch International's Fairness Opinion will be included into the offering prospectus by Novartis scheduled for publication on 11 August 2008 and will be available for download at www.speedel.com/section/7 from the date of publication onwards.
Forward looking statements
This press release includes forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are based on our current expectations and projections about future events. All statements, other than statements of historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The word "may" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations described in these forward-looking statements and you should not place undue reliance on them. There can be no assurance that actual results of our research and development activities and our results of operations will not differ materially from these expectations. Factors that could cause actual results to differ from expectations include, among others: our or our partners' ability to develop safe and efficacious products; our or our partners' ability to achieve positive results in clinical trials; our or our partners' ability to obtain marketing approval and market acceptance for our product candidates; our ability to enter into future collaboration and licensing agreements; the impact of competition and technological change; existing and future regulations affecting our business; changes in governmental oversight of pharmaceutical product development; the future scope of our patent coverage or that of third parties; the effects of any future litigation; general economic and business conditions, both internationally and within our industry, including exchange rate variations; and our future financing plans.
The Board of Directors of Speedel welcomes the public tender offer of Novartis, which the Board considers to be in the best interest of its shareholders and all other stakeholders. The Board recommends to its shareholders to accept the offer of Novartis and to tender their shares.
The Board analysed Novartis's tender offer at a price of CHF 130.00 per Speedel share in cash and benchmarked it in several ways. The Board, together with its financial advisor Merrill Lynch International, came to the conclusion that the price offered by Novartis adequately reflects the current value of Speedel's shares:
- The offer price includes a substantial premium compared to the volume weighted average share price (CHF 72.19) for the 60 trading days prior to the announcement of the offer.
- Most of the significant shareholders which sold their shares on 9 July 2008 may be seen as independent financial investors and judged this price to be adequate.
- In addition, the applied premium is in the range of recent comparable transactions.
- Analyst target price recommendations prior to the announcement of the tender offer ranged from CHF 70 to CHF 230, i.e. the offer price lies in the mid third of these recommendations.
- According to Merrill Lynch International's valuation using estimates made by Speedel's management the resulting equity value per Speedel share ranges from CHF 102.07 to CHF 132.36.
The public tender offer announced by Novartis offers shareholders an opportunity to sell their shares in a fair way under appropriate conditions. With the Extraordinary General Meeting scheduled for 14 August 2008 and the offering period planned from 11 August 2008 to 5 September 2008, the takeover process can be completed within a short time frame. As of 22 July 2008, Novartis was holding 67.3% of Speedel shares.
The detailed report of the Speedel Board of Directors regarding the announced offer from Novartis for Speedel's shareholders together with Merrill Lynch International's Fairness Opinion will be included into the offering prospectus by Novartis scheduled for publication on 11 August 2008 and will be available for download at www.speedel.com/section/7 from the date of publication onwards.
Forward looking statements
This press release includes forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements are based on our current expectations and projections about future events. All statements, other than statements of historical facts, regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management are forward-looking statements. The word "may" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations described in these forward-looking statements and you should not place undue reliance on them. There can be no assurance that actual results of our research and development activities and our results of operations will not differ materially from these expectations. Factors that could cause actual results to differ from expectations include, among others: our or our partners' ability to develop safe and efficacious products; our or our partners' ability to achieve positive results in clinical trials; our or our partners' ability to obtain marketing approval and market acceptance for our product candidates; our ability to enter into future collaboration and licensing agreements; the impact of competition and technological change; existing and future regulations affecting our business; changes in governmental oversight of pharmaceutical product development; the future scope of our patent coverage or that of third parties; the effects of any future litigation; general economic and business conditions, both internationally and within our industry, including exchange rate variations; and our future financing plans.
Speedel Pharma AG
Speedel is a public biopharmaceutical company that seeks to create value for patients, partners and investors by developing innovative therapies for cardiovascular and metabolic diseases. Speedel is a world leader in renin inhibition, a promising new approach with significant potential for treating cardiovascular diseases. Our lead compound SPP100, Aliskiren (Rasilez/Tekturna[1]) the first-in-class direct renin inhibitor, was in-licensed from Novartis in 1999 and licensed-back to Novartis Pharma in 2002 for further development and commercialisation; SPP100 was approved by the FDA in the US in March 2007, and by the EMEA in the EU in August 2007. Our pipeline covers four different modes of action, and in addition to SPP100, includes SPP301 (an endothelin receptor A antagonist) in Phase II, SPP200 (a direct thrombin inhibitor) in Phase II, the next generation renin inhibitors SPP635 (in Phase Il), SPP1148 and SPP676 (both in Phase I) and several pre-clinical projects, including SPP2745 (aldosterone synthase inhibitor).
Speedel develops novel product candidates through focused innovation and smart drug development from lead identification to the end of Phase II. We either partner with big pharma for Phase III and commercialisation in primary-care indications, or we may ourselves complete Phase III development in specialist indications. Candidate compounds for development and the company's intellectual property come from our late-stage research unit Speedel Experimenta and from in-licensing. Our team of approximately 80 employees, including over 30 experienced pharmaceutical scientists, is located at our headquarters and laboratories in Basel, Switzerland and at offices in New Jersey, USA and Tokyo, Japan.
Speedel was founded in 1998 as a private company. In September 2005 the company's shares were listed on the SWX Swiss Exchange under the symbol SPPN. Further information is available at www.speedel.com.
