Grifols, S.A. entered into a share purchase agreement to acquire a 45.48% stake in Biotest Aktiengesellschaft from Tiancheng International Investment Limited for €770 million.
September 16, 2021
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Grifols, S.A. (BME:GRF) entered into a share purchase agreement to acquire a 45.48% stake in Biotest Aktiengesellschaft (XTRA:BIO3) from Tiancheng International Investment Limited for approximately €770 million on September 17, 2021. Under the transaction, Grifols will acquire 17,783,776 ordinary shares in Biotest, representing about 89.88% of Biotest's voting rights and 44.94% of total share capital at a price of €43 per share and 214,581 preferred shares in Biotest, representing about 0.54% of the total share capital at €37 per share. Under the transaction, Grifols, S.A. will also assume Biotest's net debt of €313 million. To fund the transaction, Grifols has received a bridge financing commitment for €2 billion unsecured bridge financing commitment provided by BofA Securities. Grifols plans to explore its financing options for unsecured debt. Grifols, S.A has closed the issuance of its Senior Unsecured Notes in the equivalent amount of €2 billion. In a related transaction, Grifols, S.A. launches a voluntary tender offer to acquire remaining ordinary and preferred shares in Biotest Aktiengesellschaft at same terms. The transaction is subject to regulatory approvals, 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 Biotest Aktiengesellschaft and other conditions. As of March 7, 2022, The Bundeskartellamthas (The Federal Cartel Office is Germany's national competition regulatory agency) approved the transaction. As of March 2, 2022, The National Market and Competition Commission (CNMC) has approved the transaction. Transaction is expected to close by the end of the first semester of 2022.
Tomás Dagá, Oscar Calsamiglia, Núria Martín, Eduard Arruga, Miguel Lorán, Laura De La Cruz, Ignasi Bruguer, Matthias Elser, Fabian Christoph, Sebastian Hack, Joachim Breithaupt, Andrew Saul and Matthew Edwards of Osborne Clarke and Proskauer Rose LLP acted as legal advisors and Nomura Securities International, Inc. and UBS Europe SE acted as financial advisors to Grifols. Gregor Klenk and Felix Krueger of Goodwin Procter LLP, Frankfurt acted as legal advisor to Tiancheng International Investment Limited. Hugh O'Sulliva, Dulcie Daly and Carl Bradshaw of Goodwin Procter (Uk) LLP acted as legal advisor to Tiancheng International Investment Limited. Andrew Lacy of Goodwin Procter LLP acted as legal advisor to Tiancheng International Investment Limited. Chi Pan, Bosco Yiu, Daniel Lindsey, Timothy Lam and Cecilia Chen of Goodwin Procter (Hong Kong) LLP acted as legal advisor to Tiancheng International Investment Limited. Wilhelm Reinhardt of Gibson, Dunn & Crutcher LLP acted as legal advisor to Tiancheng International Investment Limited.
Grifols, S.A. specializes in the research, development, manufacturing and marketing of therapeutic products and medical devices for use in hospitals and medical analysis laboratories. Net sales break down by family of products and services as follows:
- products derived from plasma (84.3%): products for use by the pharmaceutical and biotechnology industries;
- diagnostic machines and reagents (10.2%): in vitro hemophilic diagnostic equipment, coagulation analyzers, infectious serology reagents, etc. for use primarily by blood banks and transfusion centers;
- hospital products (2.4%): non-biological surgical products, radiology and nutritional products, etc. for use by hospital pharmacies;
- other (3.1%): primarily intermediate biological products and subcontracted manufacturing services.
Net sales are distributed geographically as follows: Spain (5.5%), European Union (13.6%), the United States and Canada (59.1%) and other (21.8%).
Grifols, S.A. entered into a share purchase agreement to acquire a 45.48% stake in Biotest Aktiengesellschaft from Tiancheng International Investment Limited for €770 million.
GRIFOLS, S.A. 
