Eurofins announces the issuance of ca. 500,000 new shares via an accelerated book building offering to institutional investors in conjunction with strong M&A activity year-to-date to retain strategic flexibility beyond its EUR 4bn annual revenue objective
Monday, October 30, 2017
Not for publication, directly or indirectly, in the United States, South Africa, Australia, Canada or Japan, or any other jurisdiction in which it would be unlawful to do so.
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 SE (EUFI.PA), the global leader in bio-analytical testing, announces the launch of a placement of approximately 500,000 new ordinary shares by way of an accelerated book building offering to institutional investors (the “Placement”). The new ordinary shares would represent circa 2.9% of the existing issued share capital.
As disclosed on October 24, 2017, Eurofins has signed and/or closed over 40* acquisitions since the beginning of the year, for a total annualized revenue of about EUR 600m*.
The Group’s cash on hand which was of EUR 575m at June end, increased to slightly above EUR 700m at September end following the successful issuance of a EUR 650m senior bond issuance in July and disbursements slightly over EUR 500m since then (dividends for EUR 34m, earn-outs for EUR 110m, acquisitions for about EUR 370m, including Amatsi, DiscoverX, Genoma, Hygel and GATC).
Payments for acquisitions already signed but not yet closed at the end of September (including USD 780m for EAG), will amount to about EUR 800m before year-end. In order to strengthen its balance sheet and retain its ability to respond swiftly to attractive M&A opportunities above and beyond those contemplated as part of its EUR 4bn revenue objective for 2019, Eurofins is therefore announcing that it intends to issue approximately 500,000 new shares via an accelerated book building offering for institutional investors, which might be followed by the issuance of a hybrid bond of benchmark size that would be structured for equity qualification by rating agencies should the company opt for a rating in the next 3 years.
The purpose of these transactions is to enable the Company to maintain a sound capital structure further to the acceleration of its M&A program year-to-date, with an objective to generate significant shareholder value to create a higher EPS than the dilution impact of the new issuance. Further to the successful equity issuance of September 2016, this Placement will give qualified institutional investors an opportunity to participate in the offering and in Eurofins’ future development, and should increase the share liquidity.
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 traded under the ISIN code FR0000038259) should occur on November 2, 2017.
The Company has 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.
There will be no prospectus related to the admission of these new shares to trading. This press release does not constitute a subscription offer, and the Placement does not constitute a public offering in any country.
*including EAG (closing of which being still pending fulfilment of customary conditions precedent).
This document contains inside information for the purpose of Regulation (EU) 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse.
For more information, please visit www.eurofins.com or contact:
Head of Corporate Communication and Investor Relations
Eurofins Scientific SE
Phone: +32-2-769 7383
Notes for the editor:
Eurofins – a global leader in bio-analysis
Eurofins Scientific through its subsidiaries (hereinafter sometimes “Eurofins” or “the Group”) believes it is the world leader in food, environment and pharmaceutical products testing and that it is also one of the global independent market leaders in certain testing and laboratory services for agroscience, genomics, discovery pharmacology and for supporting clinical studies. In addition, Eurofins is one of the key emerging players in specialty clinical diagnostic testing in Europe and the USA. With over 30,000 staff in 400 laboratories across 41 countries, Eurofins offers a portfolio of over 150,000 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 objective is to provide 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 judgment of Eurofins Scientific’s 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 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.
In any Member State of the European Economic Area (“EEA”), this press release is only addressed to and directed at persons in Member States who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended).
This press release has been prepared on the basis that any offer of the new shares in any Member State of the EEA which has implemented the Prospectus Directive, 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 the United States, 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 the Joint Bookrunners involved in the Placement 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.