UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month September 2021
(Commission File No. 001-35193)
Grifols, S.A.
(Translation of registrant’s name into English)
Avinguda de la Generalitat, 152-158
Parc de Negocis Can Sant Joan
Sant Cugat del Valles 08174
Barcelona, Spain
(Address of registrant’s principal executive
office)
Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form 20-F
x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101 (b) (1):
Yes
o No x
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101 (b) (7):
Yes
o No x
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes
o No x
If “Yes” is marked, indicate below the file number assigned
to the registrant in connection with Rule 12g3-2(b): 82- . .
Grifols, S.A.
TABLE OF CONTENTS
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Grifols, S.A.
Avinguda de la Generalitat 152-158
08174 Sant Cugat del Vallès
Barcelona - ESPAÑA
Tel. [34] 935 710 500
Fax [34] 935 710 267
www.grifols.com
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Pursuant to the provisions of article 226 of the
Consolidated Text of the Securities Market Act, approved by the Legislative Royal Decree 4/2015, of 23 October, Grifols, S.A. ("Grifols")
hereby informs about the following
INSIDE INFORMATION
Grifols informs today that it has entered into
a share purchase agreement ("SPA") with Tiancheng International Investment Limited (the "Seller"), a
private company registered in Hong Kong.
By means of this acquisition, subject to the closing
conditions (as we will further detail), Grifols will acquire the existing share capital of Tiancheng (Germany) Pharmaceutical Holding
AG ("HoldCo"), which holds approximately an 89.88% stake of the ordinary shares, and approximately a 1.08% stake of the
preferred shares of Biotest AG ("Biotest").
Biotest is a German public listed healthcare company
specialized in innovative hematology and clinical immunology with an attractive pipeline of innovative plasma-derived products, fully
complementary to Grifols.
The consummation of the SPA is subject to closing
conditions which comprise antitrust clearances by certain specified competition authorities and the publication of the decision of Grifols
to make a voluntary takeover offer to acquire all the shares in Biotest ("VTO"). The price offered under the VTO for
the remaining shares in Biotest (both ordinary shares and preferred shares) will be the same price as paid by Grifols to the Seller under
the SPA for its stake in Biotest, as is further detailed below.
The transaction is expected to close by the end of the first semester
of 2022.
The VTO will be made pursuant to the German Securities
Acquisition and Takeover Act ("WpÜG").
Today, in compliance with applicable laws and
the SPA, Grifols publishes its decision to make the VTO pursuant to section 10(1) and (3) in connection with sections 29(1) and
34 of the WpÜG. See Annex 1 for the publication made. The terms and conditions of the VTO will be communicated in the offer document
("Offer Document") to be prepared by Grifols and to be examined by the German federal financial supervisory authority,
the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) in the coming weeks.
Once the Offer Document is approved by BaFin,
it will be published in accordance with applicable laws and will also be reported as inside information, and its contents will be published
on Grifols' website.
At the time of the consummation of the SPA, Grifols
will pay a cash consideration to the Seller of approximately €1,100 million. The consideration to be paid is broken down in (i) 17,783,776
ordinary shares of Biotest valued at €43.00 per ordinary share; (ii) 214,581 preferred shares of Biotest valued at €37.00
per preference share, and (iii) a loan receivable made by HoldCo to Biotest in the amount of approximately €313 million, subject
to closing adjustments.
The shares to be acquired, both by means of the
SPA and those to be tendered by the current Biotest shareholders, (the "Transaction") will be paid in cash.
Grifols plans to access the debt financial markets
for an amount of €2,000 million, and has already received a bridge financing commitment to finance the Transaction. Grifols plans
to absorb the debt increase through additional cash flows generated by the Transaction.
Grifols is committed to reducing its leverage
level. Grifols does not expect to pursue any large M&A or cash dividends until it has reduced leverage to below 4x Net Debt/EBITDA.
Grifols notes that it does not currently intend
to implement a domination and/or profit and loss pooling agreement with respect to Biotest in the near future, though the delisting of
the Biotest shares could be considered in the future after the consummation of the Transaction.
If the Transaction is consummated it will improve
Grifols' position in the plasma-derived business by accelerating and expanding its commercial pipeline, bringing innovative therapies
to drive revenue growth and expansion, as well as improving plasma economics and margins.
The consummation of the Transaction will also
bring 26 plasma centres across Europe (Germany, Czech Republic and Hungary), and provide a more balanced global footprint, increasing
Grifols' operations and revenues in Europe, the Middle East and Africa.
Biotest's current portfolio includes 12 different
products in therapeutic areas of hematology, clinical immunology, and intensive care medicine with a global commercial footprint in more
than 90 countries and 1,928 employees.
Biotest is also developing a clinical trial on
Fibrinogen (BT-524) for congenital and acquired disorders, both currently in phase III. For the acquired fibrinogen deficiency, Biotest
is conducting a Phase III study (Adfirst: Adjusted Fibrinogen Replacement Strategy) in patients with high blood loss during spine surgery
and abdominal surgery for treatment of pseudomyxoma peritonei (PMP).
In addition, Biotest is developing Trimodulin
(BT-588, IgM concentrate) for the treatment of patients with severe community-acquired pneumonia (sCAP).
Biotest's manufacturing capacity can process up
to ~1.5 million litres of plasma annually and plans to double its production capacity with the Biotest Next Level Project by 2022.
Biotest’s new products and facilities are
expected to increase Grifols’ competitiveness in the future. The improved plasma economics and synergies resulting from the Transaction
are expected to create additional value for patients and Grifols' shareholders alike.
In Barcelona, on 17 September 2021.
Nuria Martín Barnés
Secretary to the Board of Directors
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Grifols, S.A.
business address:
Parc
Empresarial Can Sant Joan
Avda Generalitat nº 152-158
08174 SANT CUGAT DEL VALLES
ESPAÑA
Tel (34) 935 710 500
Fax (34) 935 710 267
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[English convenience translation of the binding German version]
Publication of the decision to make a takeover
offer pursuant to section 10 (1) and (3) in connection with sections 29 (1) and 34 of the German Securities Acquisition
and Takeover Act (WpÜG)
THE INFORMATION CONTAINED IN THIS DOCUMENT
IS NOT FOR PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, INTO, WITHIN OR FROM ANY COUNTRY WHERE SUCH PUBLICATION OR DISTRIBUTION
WOULD BE CONTRARY TO THE RELEVANT LEGAL PROVISIONS OF SUCH COUNTRY.
Bidder:
GRIFOLS, S.A.
registered address:
Jesús i Maria, 6
08022, Barcelona
Spain
registered in the Commercial Registry of Barcelona
LEI: 959800HSSNXWRKBK4N60
Class A Shares: ISIN: ES0171996087
Class B Shares: ISIN: ES0171996095
Target Company:
Biotest Aktiengesellschaft
Landsteinerstrasse 5
63303 Dreieich
Germany
registered in the Commercial Register of the Local Court (Amtsgericht)
of Offenbach am Main
under HRB 42396
Ordinary Shares: ISIN: DE0005227201 / WKN: 522 720
Preferred Shares: ISIN: DE0005227235 / WKN: 522 723
GRIFOLS, S.A. with its registered office in Barcelona,
Spain, (the "Bidder") decided on 17 September 2021 to offer to the shareholders of Biotest Aktiengesellschaft with
its registered office in Dreieich, Germany, (the "Target Company") to acquire their no-par value ordinary bearer shares
in the Target Company with a pro rata amount of the share capital of EUR 1.00 each (ISIN: DE0005227201 / WKN: 522 720) (the "Ordinary
Shares") and its no-par value bearer non-voting preference shares in the Target Company with a pro rata amount of the share capital
of EUR 1.00 each (ISIN: DE0005227235 / WKN: 522 723) (the "Preferred Shares") by way of a voluntary public takeover offer
in exchange for payment of cash consideration in the amount of EUR 43.00 per Ordinary Share and in the amount of EUR 37.00 per Preferred
Share pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”)
(the "Takeover Offer") on the terms and conditions to be communicated in the offer document (the “Offer Document”).
The Bidder is a global healthcare company specializing
in the production of plasma-derived pharmaceuticals and transfusion medicine. The Bidder's principal activities include the collection
of plasma through its plasma collection network for the further production of plasma-derived pharmaceuticals in its facilities as well
as the sale and distribution of the final products worldwide. The shares of the Bidder, consisting of Class A Shares (ISIN: ES0171996087)
and Class B Shares (ISIN: ES0171996095), are listed on four Spanish stock exchanges and in SIBE of the Madrid Stock Exchange.
Today, the Bidder has entered into a share purchase
agreement with TIANCHENG INTERNATIONAL INVESTMENT LIMITED, with its registered office in Hong Kong, (the "Seller") for
the acquisition of all shares in Tiancheng (Germany) Pharmaceutical Holdings AG, with its registered office in Munich, Germany (the "Share
Purchase Agreement"). Tiancheng (Germany) Pharmaceutical Holdings AG in turn holds 17,783,776 Ordinary Shares in the Target Company
(representing approximately 89.88% of the voting share capital and approximately 44.94% of the total share capital of the Target Company)
and 214,581 Preferred Shares in the Target Company (representing approximately 0.54% of the total share capital of the Target Company).
In calculating the purchase price to be paid by the Bidder pursuant to the Share Purchase Agreement, the Ordinary Shares in the Target
Company held by Tiancheng (Germany) Pharmaceutical Holdings AG have been valued at EUR 43.00 per Ordinary Share and the Preferred Shares
in the Target Company held by Tiancheng (Germany) Pharmaceutical Holdings AG have been valued at EUR 37.00 per Preferred Share. The consummation
of the Share Purchase Agreement is conditional upon certain antitrust clearances as well as the publication of the Bidder’s decision
to make a voluntary public takeover offer to acquire all shares in the Target Company pursuant to section 10 of the German Securities
Acquisition and Takeover Act. The Bidder currently does not intend to seek a domination and/or profit and loss transfer agreement with
respect to the Target Company in the near future following the execution of the Share Purchase Agreement and the implementation of the
Takeover Offer.
The Takeover Offer will be subject to one or several
specific conditions contained in the Offer Document (including the consummation of the Share Purchase Agreement referred to above and,
thus, indirectly certain regulatory clearances as provided for under the Share Purchase Agreement). The Takeover Offer will not contain
a minimum acceptance condition. In all other respects, the Takeover Offer will be implemented on the terms and conditions contained in
the Offer Document. The Bidder reserves the right to deviate from the key data presented here in the final terms and conditions of the
Takeover Offer to the extent legally permissible.
The publication of the Offer Document with the
detailed terms and conditions and other information on the Takeover Offer (in German as well as in a non-binding English translation)
as well as other information in connection with to the Takeover Offer on the internet will be made after approval by the German Federal
Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, the "BaFin") at:
https://www.grifols.com/en/biotest-voluntary-takeover-offer
Important information:
This announcement is neither an offer to purchase
nor a solicitation of an offer to sell shares in the Target Company. The final terms and conditions of the Takeover Offer as well as other
provisions relating to the Takeover Offer will be communicated in the Offer Document after the BaFin has permitted the publication of
the Offer Document. The Bidder reserves the right to deviate from the key data presented here in the final terms and conditions of the
Takeover Offer. Investors and holders of shares in the Target Company are strongly advised to read the Offer Document as well as all other
documents related to the Takeover Offer as soon as they have been made public, as they will contain important information.
The Takeover Offer announced in this announcement
will relate to shares in a German company admitted to trading on the Frankfurt Stock Exchange and will be subject to the disclosure requirements,
rules and practices applicable to companies listed in the Federal Republic of Germany, which differ from those of the United States
of America (“US”) and other jurisdictions in certain material respects. This announcement has been prepared in accordance
with German style and practice for the purposes of complying with the laws of the Federal Republic of Germany, and shareholders from the
US should read this entire announcement. The financial information relating to the Bidder and the Target Company included elsewhere, including
in the Offer Document, has been or will be prepared in accordance with provisions applicable in the Federal Republic of Germany and has
not been prepared in accordance with generally accepted accounting principles in the US; therefore, it may not be comparable to financial
information relating to US companies or companies from other jurisdictions outside the Federal Republic of Germany. The Takeover Offer
will be made in the US pursuant to Section 14(e) of, and Regulation E under the US Securities Exchange Act, subject to the exemptions
provided by Rule 14d-1 under the US Securities Exchange Act and otherwise in accordance with the requirements of the Federal Republic
of Germany. Shareholders from the US should note that the Target Company is not listed on a US securities exchange, is not subject to
the periodic requirements of the US Securities Exchange Act or required to, and does not, file any reports with the U.S. Securities and
Exchange Commission ("SEC").
Any contract entered into with the Bidder as a
result of the acceptance of the planned Takeover Offer will be governed exclusively by and construed in accordance with the laws of the
Federal Republic of Germany. It may be difficult for shareholders from the US (or from elsewhere outside of Germany) to enforce certain
rights and claims arising in connection with the Takeover Offer under US federal securities laws (or other laws they are acquainted with)
since the Bidder and the Target Company are located outside the US (or the jurisdiction where the shareholder resides), and their respective
officers and directors reside outside the US (or the jurisdiction where the shareholder resides). It may not be possible to sue a non-US
company or its officers or directors in a non-US court for violations of US securities laws. It also may not be possible to compel a non-US
company or its subsidiaries to submit themselves to a US court’s judgment.
The publication, dispatch, distribution or
dissemination of this announcement, the Offer Document or other documents related to the Takeover Offer outside the Federal Republic
of Germany, the member states of the European Union and the European Economic Area may, in principle, also lead to the application
of legal provisions of jurisdictions other than those of the Federal Republic of Germany, the member states of the European Union
and the European Economic Area and may be subject to legal restrictions in these other jurisdictions. This announcement, the Offer
Document and other documents related to the Takeover Offer are not intended to be and, without prejudice to the publications on the
internet required under German law, may not be sent by third parties to countries in which this would be unlawful, nor may they be
disseminated, distributed or published there. The Bidder has not permitted the dispatch, publication, distribution or dissemination
of the Offer Document by third parties outside the Federal Republic of Germany, the member states of the European Union and the
European Economic Area. Therefore, custodian securities services companies may not publish, send, distribute or disseminate this
announcement, the Offer Document or other documents related to the Takeover Offer outside the Federal Republic of Germany, the
member states of the European Union and the European Economic Area, unless this is done in accordance with all applicable domestic
and foreign legal provisions. The Bidder is not obliged to ensure and does not assume any liability that the publication, dispatch,
distribution or dissemination of this announcement, the Offer Document and other documents related to the Takeover Offer outside the
Federal Republic of Germany, the member states of the European Union and the European Economic Area complies with the respective
local legal provisions.
The Takeover Offer announced in this announcement
may be accepted by all domestic and foreign shareholders of the Target Company in accordance with the provisions to be set out in the
Offer Document and the applicable legal provisions. However, the acceptance of the Takeover Offer outside the Federal Republic of Germany,
the member states of the European Union and the European Economic Area may be subject to certain legal restrictions due to local regulations.
Shareholders of the Target Company who come into possession of the Offer Document outside the Federal Republic of Germany, the member
states of the European Union and the European Economic Area and/or are subject to legal provisions other than those of the Federal Republic
of Germany, the member states of the European Union and the European Economic Area and who wish to accept the Takeover Offer, are advised
to inform themselves about and comply with the respective applicable legal provisions. The Bidder does not warrant that the acceptance
of the Takeover Offer outside the Federal Republic of Germany, the member states of the European Union and the European Economic Area
is permissible under the respectively applicable legal provisions.
Barcelona, 17 September 2021
GRIFOLS, S.A.
Board of Directors
Tomás Dagá Gelabert
Member of the Board
Director and Vice Secretary
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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Grifols, S.A.
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By:
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/s/ David I. Bell
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Name:
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David I. Bell
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Title:
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Authorized Signatory
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Date: September 17, 2021
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