Eurofins announces the launch of the placement of approximately 1 million new ordinary shares by way of an accelerated book building offering to institutional investors
Wednesday, December 9, 2015
This document is not for release, publication or distribution (directly or indirectly) in or to the United States of America, Canada, Australia or Japan. It is not an offer of securities for sale in or into the United States, Canada, Australia or Japan.
This document is not an offer of securities for sale in the United States. The shares to which this document relates have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of shares in the United States.
Eurofins Scientific (EUFI.PA), the global leader in bio-analytical testing, announces the launch of a non-documented placement of approximately 1 million new ordinary shares by way of an accelerated book building offering to institutional investors ("the "Placement"). The new ordinary shares would represent circa 6.5% of the existing pre-money issued capital.
Other than stock options and warrants for its staff and management, this would be the first issue of shares since October 2000 (15 years ago). Eurofins' leadership is committed to maximizing return on equity for its shareholders and limiting dilution.
The purpose of the Placement is to optimize Eurofins' capital structure and to be able to respond swiftly and efficiently to strategic, value-enhancing opportunities. This should increase Eurofins' strategic options going forward, as well as the Group's ability to generate value for its shareholders. The Group's management intends to invest the proceeds with the same disciplined approach that it has employed in the past, with the objective to create higher earnings per share (EPS) than the dilution impact from the new issuance.
BNP Paribas, Deutsche Bank AG, London Branch, and JP Morgan Securities plc are acting as joint book-runners for the Placement.
Books will open immediately and Eurofins reserves the right to close the books at any time. The settlement-delivery and the admission of the new shares on Euronext Paris (on the same line as Eurofins' existing shares (ISIN code FR0000038259) should occur on the 14th of December, 2015.
The Company agreed a lock-up undertaking for a period of 90 calendar days subject to certain exceptions. Should there be any issue, offer, sale or transfer of shares within these 90 days in connection with an M&A transaction or a strategic or commercial partnership, the lock-up will be transferred to any third party who would receive Eurofins shares under such circumstances.
Eurofins Scientific is controlled by the Martin family who holds c.42% of the Company's share capital and c.59% of the voting rights. The Martin family holding will be diluted as a result of the share issue as it is not participating in the offering. The Martin family nevertheless reiterates its ongoing commitment to the company.
There will be no prospectus related to the admission of these new shares to trading.
For more information, please visit www.eurofins.com or contact:
Eurofins Investor Relations
Phone: +32 2 766 1620
Notes for the editor:
Eurofins - a global leader in bio-analysis
Eurofins Scientific is the world leader in food, environment and pharmaceutical products testing. It is also one of the global market leaders in agroscience, genomics, discovery pharmacology and central laboratory services. In addition, Eurofins is one of the key emerging players in specialty clinical diagnostic testing in Europe and the USA.
With 20,000 staff in around 200 laboratories across 39 countries, Eurofins offers a portfolio of over 130,000 reliable analytical methods for evaluating the safety, identity, composition, authenticity, origin and purity of biological substances and products, as well as for innovative clinical diagnostic. The Group provides its customers with high-quality services, accurate results on time and expert advice by its highly qualified staff.
Eurofins is committed to pursuing its dynamic growth strategy by expanding both its technology portfolio and its geographic reach. Through R&D and acquisitions, the Group draws on the latest developments in the field of biotechnology and analytical chemistry to offer its clients unique analytical solutions and the most comprehensive range of testing methods.
As one of the most innovative and quality oriented international players in its industry, Eurofins is ideally positioned to support its clients' increasingly stringent quality and safety standards and the expanding demands of regulatory authorities around the world.
The shares of Eurofins Scientific are listed on the Euronext Paris Stock Exchange (ISIN FR0000038259, Reuters EUFI.PA, Bloomberg ERF FP).
This press release contains forward-looking statements and estimates that involve risks and uncertainties. The forward-looking statements and estimates contained herein represent the judgement of Eurofins Scientific’ management as of the date of this release. These forward-looking statements are not guarantees for future performance, and the forward-looking events discussed in this release may not occur. Eurofins Scientific disclaims any intent or obligation to update any of these forward-looking statements and estimates. All statements and estimates are made based on the information available to the Company’s management as of the date of publication, but no guarantee can be made as to their validity. This document and the information contained herein is not for publication or distribution into the United States of America and should not be distributed or otherwise transmitted into the United States or to U.S. persons (as defined in the U.S. Securities Act of 1933, as amended (the “Securities Act”)) or publications with a general circulation in the United States. This press release does not, and shall not, in any circumstances, constitute a public offering nor an invitation in any jurisdiction in connection with any offer. This press release has been prepared on the basis that any offer of the new shares in any Member State of the European Economic Area ("EEA") which has implemented the Prospectus Directive (2003/71/EC), and in particular in the Grand Duchy of Luxembourg and France, (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the placement contemplated in this press release may only do so in circumstances in which no obligation arises for Eurofins Scientific or any of the Joint Bookrunners to publish a prospectus pursuant to Article 3 of the Prospectus Directive, as amended, in relation to such offer. Neither Eurofins Scientific nor the Joint Bookrunners have authorized, nor do they authorize, the making of any offer of the new shares in circumstances in which an obligation arises for Eurofins Scientific or any of the Joint Bookrunners to publish prospectus for such offer. This press release is only being distributed to, and is only directed at, persons in the United Kingdom that (i) are “investment professionals” falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This press release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release relates is available only to relevant persons and will be engaged in only with relevant persons. This press release is an advertisement and not a prospectus for the purposes of applicable measures implementing Directive 2003/71/EC, as amended. This press release is not an offer of securities for sale nor the solicitation of an offer to purchase securities in the United States of America or any other jurisdiction. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. Eurofins Scientific does not intend to register any portion of the planned offering in the United States of America or to conduct a public offering of securities in the United States of America. It may be unlawful to distribute these materials in certain jurisdictions. These materials are not for distribution in Canada, Japan or Australia. The information in these materials does not constitute an offer of securities for sale in the United States, Canada, Japan or Australia. Each of BNP Paribas, Deutsche Bank AG, London Branch and J.P. Morgan Securities plc is acting on behalf of Eurofins Scientific and no one else in connection with any offering of the shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of Eurofins Scientific shares. The Joint Bookrunners involved in the Placement and certain of their affiliates, have provided and may in the future provide various financing, banking, financial, investment, commercial or other services to Eurofins Scientific or to members of its group, in exchange for which they have received or may receive compensation.