In late April rushed Aerocrine’s shares since the company confirmed that it started “preliminary discussions” with a bidder. Today was officially bid when British Circassia go out with an offer to the shareholders of SEK 2.55 per share in cash, or a total of 1.78 billion.
There are JP Morgan and Moelis & amp; Company which resulted in the recent weeks budförhandlingarna between their respective clients Circassia and Aerocrine. Allen & amp; Overy and Cederquist as legal advisor to Circassia, while Aerocrine engaged Mannheimer Swartling. It is clear from budparternas communiqués on Friday.
The offer is highly likely to go through when the Board recommends the shareholders to accept and great owners Novo A / S and the Investor agreed to sell their shares. Circassia has thus already been accepted at 50.01 percent stake.
Circassias goal is to get over 90 percent of the shares and then delist the company from the Stockholm Stock Exchange.
Circassia plans to finance the deal through a share issue directed to the owners own. JP Morgan Securities and Peel Hunt guarantee the full issue amount.
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Several major shareholder in Circassia, equivalent to 57 percent of the shares, endorses the bid for Aerocrine and will also attend the funding issue.
In addition to the remuneration of Aerocrine’s shareholders are planning Circassia also to solve the company’s long-term debt to ROS Acquisition Offshore and Novo A / S. The loan totaling $ 35 million is a poison pill that the bidder apparently is willing to swallow.
According to the terms of the loan lenders have the right to a penalty for a change of ownership in Aerocrine.
“The consequence of such acceleration would be to Aerocrine will be liable to pay a penalty equivalent to 50 per cent of the amount repaid. If the early repayment takes place the loan in its entirety, should be deducted from the penalty be for interest and milestone payments already paid, “the company said in its communiqué.
Circassia mention very briefly in parentheses to Aerocrine loans should be solved with the bid.
According to the proposed schedule should deal be completed during the second half of June this year.
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