Ares Life Sciences has encountered resistance to its plan to merge Stallergenes (EPA:GENP) and Greer. The investment funds own 77% of Stallergenes and all of Greer, but minority shareholders are determined to stop it pushing through a deal that they see as only benefiting one group: Ares.
Investment fund Frankfurter Aktienfonds für Stiftungen was the first minority shareholder to speak out against the terms of the merger, which its advisor called "outrageous." French fund manager Amiral Gestion joined the resistance this week as minority shareholders organized themselves to defend their interests. The opposition is focused on the terms of the allergen immunotherapy merger, which they view as lining Ares' pockets at the expense of everyone who owns the remaining 23% of Stallergenes.
When Ares--which is backed by the wealthy family that founded Serono--proposed the merger in March, it stated Stallergenes shareholders would receive 60% of the stock in the new company. Ares would own 86% of the merged business. Amiral Gestion and other minority shareholders view the proportion of stock allocated to Stallergenes shareholders as too low, citing the difference between the valuations and revenues of the companies to support their case. The opposition had caught the attention of Stallergenes even before this week's events.
Stallergenes board members and executives were gushing about the proposal when it was first unveiled, calling it a "tremendous" and "unique" opportunity that would have a "positive effect for all shareholders." However, recent statements have been more measured, while still pushing the ways in which the merger would benefit Stallergenes' business and shareholders. The last public pronouncement from chairman Patrick Langlois also included a line about including minority shareholders in the project.
The next big step in the merger process is Stallergenes' annual general meeting, which the firm has pushed back by one month to June 26 to give an independent committee time to review the terms of the proposal. Stallergenes' board will consider the committee's advice and gives its decision on the proposal ahead of the annual meeting. Shareholders will vote on the merger at the meeting.
- read the Amiral Gestion statement (French)
- here's Stallergenes most recent release