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Biotest AG. (3/29/17). "Press Release: Discussions Regarding Possible Business Combination". Dreieich.

Organisations Organisation Biotest AG
  Group Creat (Group)
  Organisation 2 Creat Group Corporation (CN)
  Group Creat (Group)
Products Product plasma protein (human)
  Product 2 finance
Index term Index term Biotest–Creat (CN): investment, 201703–201801 public cash tender offer €1.3b incl net debt for all shares w €28.5/ordinary + €19m/preference share
Persons Person Buttkereit, Monika (Biotest 201308 Head of Investor Relations)
  Person 2 Neumüller, Dirk (Biotest 201608 Public Relations)
     


Biotest AG announced today that it is in discussion with Creat Group Corporation (Creat), a leading Chinese investment group, regarding a potential business combination. Creat is a long-term strategic investor.

Creat has indicated certain key parameters of a potential combination to be implemented through a public tender offer for all common and preference shares of Biotest. The envisaged consideration is EUR 28.50 per ordinary share and EUR 19.00 per preference share of Biotest.

Creat has indicated its intentions not only to maintain Biotest's headquarters and corporate seat in Dreieich, Germany, and maintain Biotest's corporate name, brand and product names but also to develop the company in line with the current management business plan and to adhere to current shop and collective bargaining agreements and employee co-determination. Such intentions will be agreed upon in a business combination agreement with a term of five years.

The Board of Management and Supervisory Board welcome the discussions. A combination with Creat would support the required investments in products and facilities as well as the company's Biotest Next Level strategy.

Negotiations are ongoing and there can be no assurance that a final agreement between the parties will be reached or that any such offer will be made. Any potential transaction is still subject to final negotiations of a business combination agreement and an agreement with Biotest AG's majority shareholder, OGEL GmbH as well as finalization of due diligence and the required financing measures. In the context of these discussions, Biotest has decided to delay the Annual General Meeting, originally scheduled for 10 May 2017, to a later date. Information regarding the new date will be provided in due course.

Financial Results FY 2016

In the 2016 financial year, the Biotest Group generated revenue in continuing and discontinued operations of EUR 610.4 million, after EUR 589.7 million in the previous year. This corresponds to a percentage increase of 3.5 %.

The re-alignment of the Biotest Group characterized the operative development in 2016. Due to the sale of the therapy business and toll manufacturing in the US to ADMA Biologics Inc. (pls refer to press release dated 23.01.2017) the therapy business and toll manufacturing outside the US as well as plasma collection in the US and Europe are Biotest's core business and are accounted as continuing operation. Sales in this area rose by 3.5 % to EUR 553.1 million versus EUR 534.6 million in the previous year.

The business activities, which - in line with the strategic realignment and the contract to sell this business signed in January - will not be continued in future, are reported as Discontinued Operation. In this segment revenues of EUR 57.3 million were recorded in 2016 (2015: EUR 55.0 million). Earnings after tax (EAT) of the Discontinued Operations amounted to EUR -80.2 million. These resulted mainly from operative losses of the US subsidiary, inventory write-offs, and extraordinary one time effects in connection with the sale of the operative business to ADMA Biologics Inc.

Operating earnings before interest and taxes (EBIT) increased from EUR 37.3 million to EUR 63.9 million (+71.3%). The EBIT-margin in the Continued Operations increased from 7.0% in 2015 to 11.6% in 2016.

Earnings after taxes (EAT) of continuing operations amounted to EUR 34.5 million in the past financial year after EUR 27.0 million in the previous year.

The Board of management and the supervisory board will propose to the annual general meeting an increase of the dividend payment of 0.05 EUR per ordinary share and 0.07 EUR per preference share.

Guidance 2017:

In the 2017 financial year, the Board of Management expects sales of continuing operations to increase by a low-single-digit percentage. Earnings will be influenced by various factors in 2017. Besides the expected effects from the Biotest Next Level expansion project of EUR 60 to 70 million including the associated clinical development and increasing ramp-up costs, the continued tense situation in the crisis regions, especially in the Middle East, could be noticeable. In addition, costs for research and development in the field of monoclonal antibodies of around EUR 10 million will impact earnings in 2017. Due to the above influences, the Board of Management anticipates EBIT of continuing operations in the range of EUR 46 to 48 million.

Until the closing of the sale of the therapy business and toll manufacturing in the US to ADMA Biologics Inc., a loss of EUR 9 million is expected for the discontinued operations.

The annual report 2016 is available on the company's website at

Also available for download from the website is the presentation for today's conference for analysts and journalists.


About Biotest

Biotest is a provider of plasma proteins and biological drugs. With a value added chain that extends from pre-clinical and clinical development to worldwide sales, Biotest has specialised primarily in the areas of clinical immunology, haematology and intensive medicine. Biotest develops and markets immunoglobulins, coagulation factors and albumins based on human blood plasma. These are used for diseases of the immune and haematopoietic systems. In addition Biotest develops monoclonal antibodies in the indications of cancer of plasma cells and systemic lupus erythematosus which are produced by recombinant technologies. Biotest has more than 2,500 employees worldwide. The preference shares of Biotest AG are listed in the SDAX on the Frankfurt stock exchange.


IR contact
Dr. Monika Buttkereit
phone: +49-6103-801-4406
email: investor.relations@biotest.de

PR contact
Dirk Neumüller
phone: +49-6103-801-269
email: pr@biotest.com

Biotest AG, Landsteinerstr. 5, 63303 Dreieich, Germany, www.biotest.com

Ordinary shares: securities' ID No. 522720; ISIN DE0005227201
Preference shares: securities' ID No. 522723; ISIN DE0005227235
Listing: Prime Standard
Open Market: Berlin-Bremen, Düsseldorf, Frankfurt, Hamburg, Hanover, Munich,
Stuttgart


Disclaimer

This document contains forward-looking statements on overall economic development as well as on the business, earnings, financial and assets position of Biotest AG and its subsidiaries. These statements are based on current plans, estimates, forecasts and expectations of the company and are thus subject to risks and elements of uncertainty that could result in significant deviation of actual developments from expected developments. The forward-looking statements are only valid at the time of publication. Biotest does not intend to update the forward-looking statements and assumes no obligation to do so.

   
Record changed: 2017-04-19

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