Ad-hoc | 23 May 2002 05:01

Rhein Biotech N.V. english

Merger by acquisition of Rhein Biotech by Berna Biotech Ad-hoc-announcement transmitted by DGAP. The issuer is solely responsible for the content of this announcement. ——————————————————————————– Rhein Biotech (Neuer Markt: RBO) today announces a definitive agreement for the merger by acquisition of Rhein Biotech by Berna Biotech. Under the terms of the agreement, recommended by both Boards of Directors, Berna Biotech intends to acquire Rhein Biotech through a tender offer of 1.42 Berna Biotech shares plus EUR 33.75 in cash per Rhein Biotech share. Based upon a previously-announced 1:25 stock split of Berna Biotech shares, and the five trading-day average (to May 21, 2002) share price for Berna Biotech, this values Rhein Biotech at approximately EUR 68.50 per share, a premium of circa 43% on the five trading- day average (to May 21, 2002) share price of Rhein Biotech. Assuming full takeup of the tender offer, Rhein Biotech shareholders will own approximately 19% of the merged company. The transaction is anticipated to close end July/ beginning of August. The formal offer document will be published both on the internet (see company websites for access details) and in the Frankfurter Allgemeine Zeitung, and will also be available for distribution in written form at and from the various German depositary banks. It is currently foreseen to publish the offer document in mid-June. The integrated company, operating under the name of Berna Biotech, and headquartered in Berne, Switzerland, will have 965 employees. It will have state-of-the-art R&D facilities in Switzerland, Italy, Germany and Korea; manufacturing facilities in Switzerland, Korea and Argentina; and a sales and marketing infrastructure in Switzerland, Italy, Spain and Korea. Furthermore, it will be profitable and cash flow-generating to drive its rich late-stage pipeline through development. The management of Rhein Biotech is fully committed to joining Berna Biotech under the leadership of Kuno Sommer as CEO. The board of Berna Biotech (Chairman: Peter Giger) will be enhanced by Ernest de la Houssaye and Dr. Eungjoon Jo, Supervisory Directors of Rhein Biotech. Daan Ellens, CEO of Rhein Biotech, will act as deputy CEO, taking the COO function during the integration phase. Integration of the companies is expected to be complete in Q4, 2002. end of ad-hoc-announcement (c)DGAP 23.05.2002 Issuer’s information/explanatory remarks concerning this ad-hoc-announcement: The integration of Rhein Biotech with Berna Biotech will create a unique powerhouse for innovation in vaccines. Benefitting from the complementary strengths of both companies, and combining the dynamism of a biotech company with a long and established experience in the development of vaccines, the combined company will be ideally positioned to contribute to and benefit from the forecast innovation-driven growth in the vaccines market. Berna Biotech – with a broad product portfolio supported by a range of novel and proprietary platform technologies – has a strong base in Europe, with premium-priced influenza and travel vaccines for private markets. Rhein Biotech – the world’s third largest producer of hepatitis B vaccines – serves international markets with high quality, cost efficient vaccines, and is equipped with a leading high- efficiency protein production technology. Synergies The management of both companies expect significant revenue synergies to be generated by integration of the two businesses. Immediate synergies will arise from the transfer of expertise for different customer bases, and in the increased range of products that can be offered. In the medium term, the broadened late-phase pipeline will ensure generation of higher revenues, while transfer of development and production expertise will minimise delays in development. Access to greater production capacity will support higher sales volume. Cost synergies can be anticipated from savings in G&A, and the application of high efficiency production methods to new products, to ensure maximum gross margins. In addition, critical mass in R&D will maximise efficiency in development. Financial Outlook Vaccine sales for 2002 are projected to reach approximately EUR 140 million. Through acceleration of organic growth, and through licensing of up to 7 new vaccines in the next 3 years, the management anticipates a compound annual growth of more than 25%, to reach vaccine sales of approximately EUR 300 million by 2005 (with an EBITDA margin of 20-25%) positioning Berna as the world’s number one pure play vaccine company. “Our companies are a natural fit”, said Kuno Sommer, CEO of Berna Biotech. “There are growth-accelerating synergies throughout, from discovery to sales and marketing. As fully-integrated vaccine players with established expertise, we will be able to leverage the complementary talent and development resources of both companies, to enhance our suite of products and offer new, state-of-the-art vaccine solutions that will put us at the forefront of innovation.” Daan Ellens, CEO of Rhein Biotech, stated, “The cultural and corporate philosophies of the individual entities make this merger a winning proposition for the employees, customers, and stakeholders of both companies. The management teams of both companies are anticipating a smooth and efficient transition from which both sides will profit.” For further information please visit the website of Berna Biotech (www.bernabiotech.com) or the website of Rhein Biotech (www.rheinbiotech.com), or contact Rhein Biotech Company contact: Marcel Jacobs Communication Manager Tel: +31 (0)43 / 3 56 78 94 Fax: +31 (0)43 / 3 56 78 99 E-Mail: m.jacobs@rheinbiotech.com Media Contact: Claudia Hagedorn vom Hoff Kommunikation GmbH,Düsseldorf Tel: +49 (0)211 / 515 805 14 Fax: +49 (0)211 / 515 805 55 E-mail: c.hagedorn@vomhoff.de ——————————————————————————– WKN: 919544; ISIN: NL0000230324; Index: NEMAX 50 Listed: Neuer Markt in Frankfurt; Freiverkehr in Berlin, Bremen, Düsseldorf, Hamburg, München, Stuttgart, Hannover 230501 Mai 02