LONDON, August 3, 2015 /PRNewswire/ --
Mandatory takeover offer for the remaining shares
Dechra Pharmaceuticals PLC ("Dechra" or the "Company") is pleased to announce the signing of a conditional share purchase agreement ("SPA") with Mr. Marijan Hanžeković to acquire his 63.3% holding (equivalent to 69% voting rights) in Genera d.d. ("Genera"), a Croatian listed pharmaceutical business.
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 for the last three months. This will be wholly payable in cash and is to be funded from Dechra's existing debt facilities.
Under the Croatian Takeover Rules, the conditional offer to acquire Mr. Hanžeković's shares requires Dechra to make a mandatory offer for the remaining issued share capital of Genera. The SPA is conditional on total aggregate shareholder acceptances reaching 75% of the voting share capital.
Background to Genera
Genera is the oldest and largest manufacturer of animal health products in the Republic of Croatia with a strong market share in its local market and neighbouring countries. It operates three main divisions: Animal Health, which represents the majority of revenue, Agrochemicals and Human Pharmaceuticals. Over the last few years, vaccines have become a key part of the Animal Health Division. Genera has invested significantly in building its poultry vaccines capabilities, including regulatory submissions in the EU and elsewhere.
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).
About the vaccine market
Vaccine is the fastest growing segment in animal health as the market is increasingly moving towards preventative medicines. The market for poultry vaccines was $1.3 billion in 2013, representing 22% of the vaccine market, and is projected to grow at a CAGR of 7.8% until 2020. (Source: Vetnosis Stormforecast 2014).
This market growth is driven by the increased demand for protein and the shift from treatment (e.g. antibiotics) to prevention. There are high barriers to entry to the vaccine market as the development and production processes are highly technical and specialised.
Reason for the acquisition
The acquisition of this shareholding in Genera represents a unique opportunity for Dechra to enter the vaccine market and expand our Food producing Animal Product (FAP) portfolio. A broader product offering will enhance Dechra's ability to further our presence in emerging markets. Genera is in the process of obtaining registration in Europe for the most commonly used vaccines in broilers, which would support and improve our FAP sales in Western Europe. In addition, the acquisition would bring to Dechra three new sales territories and also enhance our manufacturing capabilities through access to know-how and a lower cost manufacturing base. The transaction is expected to be earnings neutral in the first two years of ownership and earnings enhancing thereafter.
Ian Page, Chief Executive Officer, Dechra commented:
"This is a very positive step for both Dechra and Genera. We have known the company a long time and are keen to work with the experienced Genera team to build the business. We believe this opportunity represents an attractive entry strategy to the poultry vaccine market with the potential to explore vaccines for other species in the longer term. In line with our strategy, this acquisition will accelerate our geographic expansion as well as broaden our FAP portfolio. Although the transaction is expected to be earnings neutral in the first two years of ownership, it offers great opportunities for our longer term ambitions."
Subject to clearance by the Croatian Takeover Authorities, the mandatory offer is expected to be launched in September and complete by November 2015.
The full announcement, webcast and Q&A's in both English and Croatian can be found at http://www.dechra.com
Advisers to Dechra:
Investec Bank plc (London), Deloitte LLP (Manchester), DLA Piper UK LLP (Birmingham) and Odvjetničko društvo - Law Firm Glinska & Mišković, (Zagreb).
Dechra was founded in 1997 following a management buyout from Lloyds Chemists and was admitted to the Premium List on the Main Market of the London Stock Exchange in 2000. 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. Today, Dechra employs over 800 staff globally.
Listed London Stock Exchange: Stock code: Full Listing (Pharmaceuticals): DPH
Dechra and the Dechra "D" logo are registered trademarks of Dechra Pharmaceuticals PLC.
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.
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.
Listed Zagreb Stock Exchange: Stock code: ZSE: VERN-R-A; visit http://www.zse.hr
This announcement contains certain forward looking statements. These reflect the knowledge and information available to the Company during the preparation and up to the publication of this document. By their very nature, these statements depend upon circumstances and relate to events that may occur in the future thereby involving a degree of uncertainty. Therefore, nothing in this document should be construed as a profit forecast by the Company.
Dechra Pharmaceuticals PLC
Ian Page, Chief Executive Officer
Anne-Francoise Nesmes, Chief Financial Officer
IR and media relations:
TooleyStreet Communications Ltd
Fiona Tooley, Director
SOURCE Dechra Pharmaceuticals PLC