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Allenex to Acquire Remaining Minority Stakes in Group Companies for SEK 24m.

MANews-(C)2009-2015

4 March 2015 - Swedish life science-company Allenex AB (STO: ALNX) has signed an agreement to acquire all of SSP Primers AB's shares in Allenex Group members Olerup SSP AB, AbSorber AB, Olerup International AB and Olerup Inc., the company said on Wednesday.

The acquisition will make Allenex the sole owner of all companies in the Allenex group.

At the same time, Allenex acquires SSP Primers' claim on Olerup Inc. of about 4m SEK. These acquisitions are financed by loans made available by the company's main bank and by payments from Allenex to SSP Primers over a period of three years.

Under the deal, Allenex acquires 9% of Olerup SSP AB, 1.9% of AbSorber AB, 25% of Olerup International AB and 50% of Olerup Inc., USA.

Following the transaction, Allenex will be in possession of all shares in these companies. Olerup GmbH, Austria, is a by Olerup International AB wholly owned company and it will consequently now be fully owned by Allenex, meaning that all group companies will now be wholly owned by Allenex.

The purchase price for these stock purchases totals 20m SEK.

The agreement with SSP Primers also stipulates that Allenex acquires SSP Primers' claim on Olerup Inc. at a price of 4m SEK. Under the agreement SSP Primers waives further demands on Allenex and other companies in the Group, including accrued interest. The 2014 profits in Olerup SSP AB and Olerup International AB will belong fully to Allenex.

The total purchase price will be 24m SEK (USD 2.89m).

These acquisitions are financed by a new loan from Allenex' main bank, Danske Bank, totaling 10m SEK. The remaining amount is funded by Allenex' cash flow, with payments in three installments of 4m SEK (Feb 2016), 5m SEK (Feb 2017) and 5m SEK (Feb 2018).

For the outstanding future payments, a fixed interest rate of 3%, payable annually in arrears, has been agreed. The group said that the transaction will not lead to any significant organisational changes. If Allenex had owned all minority interests in 2014, earnings per share would have been 0.13 SEK, compared to 0.11 SEK without this deal.

The return on equity would have amounted to 7%, vs. 8% without this deal. During the past three years, an average yearly dividend of approximately 4m SEK has been paid to SSP Primers from Olerup SSP and Olerup International.

These funds will now instead remain in the group. As a result of this transaction, interest-bearing liabilities in Allenex now total 112m SEK, also including the debt of 14m SEK to SSP

Allenex develops, manufacture, market and sell products for safer transplants of organs and bone marrow on the global market.

Country: Sweden

Sector: Pharmaceuticals

Target: Olerup SSP AB, AbSorber AB, Olerup International AB and Olerup Inc

Buyer: Allenex AB

Vendor:

Deal size in USD: 2.89m

Type: Corporate Acquisition

Financing: Cash

Status: Agreed

Buyer advisor: , ,

Comment: Buyout of group members

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Publication:M & A Navigator
Date:Mar 4, 2015
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