NOVARTIS ACQUIRING ADDITIONAL SHARES OF SPEEDEL FROM FIVE SIGNIFICANT SPEEDEL SHAREHOLDERS
Basel/Switzerland and Bridgewater NJ/USA, 10 July 2008
Speedel Holding Ltd. (SWX: SPPN) today announced that yesterday evening, five major shareholders of Speedel, including Alice Huxley, Chief Executive Officer of Speedel, have informed the Board of Directors of Speedel that they have entered into and closed a binding agreement with Novartis under which Novartis purchased all their registered shares of the company for a total consideration of CHF 525.4 million. This represents a purchase price of CHF 130.00 per registered share.
Following the closing of the agreement with Speedel's major shareholders, Novartis, including the 9.7% stake in Speedel prior to this announcement, now holds 61.4% of Speedel and is obliged to make a mandatory public tender offer to the shareholders of Speedel. Accordingly, Novartis earlier this morning published a pre-announcement of such a public tender offer to the shareholders for CHF 130.00 per share. The offer price represents an 80% premium to the volume weighted average share price of the 60 trading days prior to the announcement. Pursuant to Novartis' preannouncement of earlier today, full details of the offer will be disclosed in the offer document, which is expected approx. in the week of 11 August 2008.
Speedel's Board of Directors has taken notice of Novartis' transaction with Speedel's shareholders and the preannouncement of the public tender offer. The Board of Directors will evaluate the offer and decide on a recommendation for Speedel's public shareholders within the next 10 days.
Alice Huxley, Chief Executive Officer, has offered Speedel's Board of Directors her resignation. She has informed the Board that in her assessment and after careful consideration the decision to sell the shares to Novartis was in the company's best interest. She said: "In light of the currently very challenging environment for Speedel, i.e. the upcoming financing needs and the depressed market sentiment, I have agreed to a solution which promises a solid fundament for the future of Speedel, and further investments in the company's successful research and clinical development programs."
The clauses of the convertible bond issued early 2007 with a denomination of CHF 1,000 per bond foresee for a public takeover a mandatory early redemption at face value plus a 16% premium.
Speedel is a public biopharmaceutical company that seeks to create value for patients, partners and investors by developing innovative therapies for cardiovascular and metabolic diseases. Speedel is a world leader in renin inhibition, a promising new approach with significant potential for treating cardiovascular diseases. Our lead compound SPP100, Aliskiren Rasilez/ Tekturna) the first-in-class direct renin inhibitor, was in-licensed from Novartis in 1999 and licensed-back to Novartis Pharma in 2002 for further development and commercialisation; SPP100 was approved by the FDA in the US in March 2007, and by the EMEA in the EU in August 2007. Our pipeline covers four different modes of action, and in addition to SPP100, includes SPP301 (an endothelin receptor A antagonist) in Phase II, SPP200 (a direct thrombin inhibitor) in Phase II, the next generation renin inhibitors SPP635 (in Phase Il), SPP1148 and SPP676 (both in Phase I) and several pre-clinical projects, including SPP2475 (aldosterone synthase inhibitor).
Speedel develops novel product candidates through focused innovation and smart drug development from lead identification to the end of Phase II. We either partner with big pharma for Phase III and commercialisation in primary-care indications, or we may ourselves complete Phase III development in specialist indications. Candidate compounds for development and the company's intellectual property come from our late-stage research unit Speedel Experimenta and from in-licensing. Our team of approximately 80 employees, including over 30 experienced pharmaceutical scientists, is located at our headquarters and laboratories in Basel, Switzerland and at offices in New Jersey, USA and Tokyo, Japan.
Speedel was founded in 1998 as a private company. In September 2005 the company's shares were listed on the SWX Swiss Exchange under the symbol SPPN. Further information is available at www.speedel.com.