[Edaily Reporter KIM SAE-MI ] SAMSUNG BIOLOGICS(207940)is launching a tender offer to acquire PolyPeptide Group, a global peptide contract development and manufacturing organization (CDMO).
SAMSUNG BIOLOGICS announced on the 31st that it has posted a tender offer prospectus on its website covering all 33,016,411 issued shares of PolyPeptide Group, excluding treasury shares.
The tender offer will be conducted through “Samsung Peptide,” a Swiss special-purpose company (SPC) subsidiary established for the acquisition of PolyPeptide Group. The tender offer price is 44.31 Swiss francs (approximately 82,000 won) per share. If all eligible shares are tendered, the total purchase amount will be 1.46 billion Swiss francs (approximately 2.7 trillion won). According to the company, this represents the largest merger and acquisition (M&A) deal in the history of the pharmaceutical and biotech industries.
The tender offer price represents a 40% premium over the closing price of 31.65 Swiss francs (approximately 59,000 won) on April 10—the trading day immediately preceding the first media reports regarding the potential transaction involving the Polypeptide Group. It is 11.6% higher than the volume-weighted average price (VWAP) of 39.7 Swiss francs (approximately 73,000 won) over the 60 trading days prior to SAMSUNG BIOLOGICS’ acquisition announcement on July 20.
The board of directors of Polypeptide Group unanimously supported this tender offer. IFBC, a valuation firm accredited by the Swiss Takeover Board and a financial advisor, also issued an opinion stating that the tender offer price is fair.
The largest shareholder, “Draupnir Holding,” has committed to tendering its entire holding of 18,375,000 shares in the tender offer. This represents a 55.65% stake.
The tender offer period runs from the 15th of next month until 4:00 p.m. on October 12, local time. The acquisition process will be finalized once the shares tendered exceed 66.7% and the conditions for closing the transaction—including approval from relevant regulatory authorities—are met.
Following the closing of the transaction, Samsung Peptide plans to delist Polypeptide Group. If its ownership stake reaches 90% or more, the company also plans to initiate a “squeeze-out” procedure to compulsorily purchase the remaining shares held by minority shareholders.
Following the signing of an acquisition agreement with Polypeptide Group last July, SAMSUNG BIOLOGICS has now officially launched the acquisition process through this tender offer. The company plans to complete the final acquisition by the end of November.
Through this acquisition, SAMSUNG BIOLOGICS will expand its CDMO business scope to include peptides, in addition to its existing antibody drugs, messenger RNA (mRNA), and antibody-drug conjugates (ADCs). The company expects to take over the CDMO contracts currently being executed by the Polypeptide Group, enabling it to continue fulfilling related orders immediately following the acquisition.
SAMSUNG BIOLOGICS plans to enhance business synergies by combining its accumulated expertise in the design and operation of large-scale production facilities with the Polypeptide Group’s peptide development and manufacturing technologies. The company also plans to consider further expanding its production facilities in the future to meet the growth of the peptide market and customer demand.
