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Symrise AG has made a mandatory public cash offer to the shareholders in Probi to transfer all of their shares in Probi to Symrise for a price of SEK 40,10 in cash for each share in Probi. However Probi's board is urging shareholders not to accept the current offer price.
Probi's board notes that the price per share offered by Symrise represents a premium of about 0.38% compared to the volume weighted average share price of SEK 39.95 for Probi’s share on NASDAQ OMX Stockholm during the last 90 trading days up to and including Feb. 5, 2014 (i.e. the last trading day prior to the announcement of the Mandatory Offer).
Compared to the closing share price of SEK 40.30 per share in Probi on NASDAQ OMX Stockholm on Feb. 5, 2014, the mandatory offer represents a discount of about 0.50%, the board said, in urging shareholders to not accept the offer from a financial perspective.
Symrise holds about 30.03% of the capital and votes in Probi and stated that the mandatory offer is launched in accordance with the special provisions regarding mandatory bids in the Stock Market Takeover Bids Act.
The acceptance period for the mandatory offer is expected to end around March 12, 2014. The board will announce its opinion of the mandatory offer and the reasons for its opinion, as well as an opinion from independent expertise as to the fairness of the mandatory offer consideration. The opinion of the board and the fairness opinion are expected to be made public on February 10, 2014.
Declan MacFadden, board member of Probi, is president of Symrise Asia Pacific, flavor & nutrition business based in Singapore. Due to conflict of interest, he will not participate in the board’s processing of resolutions concerning the mandatory offer.
Based on information from Symrise, MacFadden is considered to participate in the mandatory offer. The board has retained Erik Penser Bankaktiebolag to issue a fairness opinion concerning the mandatory offer.