Samsung Biologics has officially initiated a tender offer to acquire the global peptide contract development and manufacturing organization (CDMO) Polypeptide Group.
On August 31, Samsung Biologics announced on its website that it would conduct the tender offer through its Swiss-based special purpose company, Samsung Peptide.
The tender offer targets all issued shares of Polypeptide Group, excluding treasury shares, totaling 33,016,411 shares, with a purchase price set at 44.31 Swiss francs (CHF) per share. If all shares are tendered, the total acquisition amount would reach 1.46 billion Swiss francs (approximately 2.7 trillion won), marking the largest M&A deal in South Korea's pharmaceutical and biotech sector history.
The purchase price reflects a 40% premium over the closing price of 31.65 CHF on April 10. It is also 11.6% higher than the volume-weighted average price of 39.7 CHF over the 60 trading days prior to the announcement.
On August 31, Samsung Biologics announced on its website that it would conduct the tender offer through its Swiss-based special purpose company, Samsung Peptide.
The tender offer targets all issued shares of Polypeptide Group, excluding treasury shares, totaling 33,016,411 shares, with a purchase price set at 44.31 Swiss francs (CHF) per share. If all shares are tendered, the total acquisition amount would reach 1.46 billion Swiss francs (approximately 2.7 trillion won), marking the largest M&A deal in South Korea's pharmaceutical and biotech sector history.
The purchase price reflects a 40% premium over the closing price of 31.65 CHF on April 10. It is also 11.6% higher than the volume-weighted average price of 39.7 CHF over the 60 trading days prior to the announcement.
◆ Unanimous Board Support...Major Shareholder Commits 55.65% of Shares
The board of directors of Polypeptide Group has unanimously supported the tender offer, and the Swiss takeover authority's certified evaluation agency, IFBC, has deemed the purchase price fair.
The largest shareholder, Draupnir Holding, has also committed to tendering its entire 55.65% stake (18,375,000 shares) in the offer.
The tender offer period will run from September 15 to October 12 at 4 p.m. local time. According to Swiss merger law, if the tendered shares exceed the critical threshold of 66.7% for significant business decisions and other regulatory approvals are met, the final transaction will conclude.
Following the completion of the transaction, Samsung Peptide plans to initiate the delisting process for Polypeptide Group. If it meets the required ownership threshold of over 90%, it intends to forcibly acquire the remaining shares from minority shareholders (squeeze-out).
The largest shareholder, Draupnir Holding, has also committed to tendering its entire 55.65% stake (18,375,000 shares) in the offer.
The tender offer period will run from September 15 to October 12 at 4 p.m. local time. According to Swiss merger law, if the tendered shares exceed the critical threshold of 66.7% for significant business decisions and other regulatory approvals are met, the final transaction will conclude.
Following the completion of the transaction, Samsung Peptide plans to initiate the delisting process for Polypeptide Group. If it meets the required ownership threshold of over 90%, it intends to forcibly acquire the remaining shares from minority shareholders (squeeze-out).
◆ Expanding Peptide Business...Final Acquisition Targeted for Late November
Through this acquisition, Samsung Biologics aims to expand its service offerings from its existing focus on antibody drugs, mRNA, and ADCs into the rapidly growing peptide sector. The final acquisition is targeted for completion by the end of November.
After the acquisition, Samsung Biologics will inherit the CDMO contracts currently held by Polypeptide Group, ensuring a stable flow of orders.
A representative from Samsung Biologics stated, "We plan to maximize synergies by combining our large-scale production facility design and operational expertise with Polypeptide Group's peptide development and production technologies, while also considering the expansion of production facilities in response to the growing peptide market."
To finance the acquisition, Samsung Biologics will also conduct a capital increase of 3 trillion won. Of this, approximately 2.7062 trillion won will be allocated for the acquisition of Polypeptide Group, while the remaining 294.8 billion won will be used for the expansion of the sixth factory at the Incheon Songdo Bio Campus.
The planned issuance will consist of 2.27 million shares, with a planned issuance price of 1,322,000 won per share, reflecting a 15% discount. The new shares are set to be paid for on November 17.
Initially, Samsung Biologics announced in July that it would finance the acquisition through "retained earnings and borrowings," but it has since changed its funding method to a capital increase.
The company clarified, "This funding is not aimed at addressing a deterioration in our financial structure but is a strategic investment to expand our business portfolio through M&A and facility investments, securing long-term growth drivers."
After the acquisition, Samsung Biologics will inherit the CDMO contracts currently held by Polypeptide Group, ensuring a stable flow of orders.
A representative from Samsung Biologics stated, "We plan to maximize synergies by combining our large-scale production facility design and operational expertise with Polypeptide Group's peptide development and production technologies, while also considering the expansion of production facilities in response to the growing peptide market."
To finance the acquisition, Samsung Biologics will also conduct a capital increase of 3 trillion won. Of this, approximately 2.7062 trillion won will be allocated for the acquisition of Polypeptide Group, while the remaining 294.8 billion won will be used for the expansion of the sixth factory at the Incheon Songdo Bio Campus.
The planned issuance will consist of 2.27 million shares, with a planned issuance price of 1,322,000 won per share, reflecting a 15% discount. The new shares are set to be paid for on November 17.
Initially, Samsung Biologics announced in July that it would finance the acquisition through "retained earnings and borrowings," but it has since changed its funding method to a capital increase.
The company clarified, "This funding is not aimed at addressing a deterioration in our financial structure but is a strategic investment to expand our business portfolio through M&A and facility investments, securing long-term growth drivers."
* This article has been translated by AI.
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