Compagnie Des Levures Lesaffre SA made a tender offer to acquire NattoPharma ASA (OB:NATTO) from Synergia Sciences Pvt. Ltd. and others for approximately NOK 590 million on February 15, 2021. Compagnie Des Levures Lesaffre will acquire shares at an offer per share of NOK 30. As per amendments dated February 25, 2021, Compagnie Des Levures Lesaffre will acquire shares at an offer per share of NOK 35 in cash for a total consideration of approximately NOK 740 million. Further, subject to the same terms as the pre-commitments of the primary insiders, the holders of options issued by NattoPharma to primary insiders and other employees, in total 1.2 million share options, have agreed to exercise their options and to sell the shares issued pursuant to the options to Compagnie Des Levures Lesaffre subject to that Compagnie Des Levures Lesaffre announces that the closing conditions have been fulfilled or waived by Compagnie Des Levures Lesaffre. The revised offer price of NOK 35 per share represents a 16.7% premium to the previous offer dated February 15, 2021. The Compagnie Des Levures Lesaffre has received pre-commitments for in total 11.4 million shares, including from all shareholders represented at the Board of Directors as well as the top management of NattoPharma, representing 54.07% of the total share capital of NattoPharma, on a fully diluted basis excluding treasury shares, subject to certain customary conditions. Such commitments include irrevocable pre-acceptances from the primary insiders of NattoPharma, representing a total of 39.97% of the share capital of NattoPharma, on a fully diluted basis excluding treasury shares. The Compagnie Des Levures Lesaffre intends to make a compulsory acquisition of the remaining shares in NattoPharma upon acquiring more than 90% of the shares in NattoPharma under the offer. Further, subject to the outcome of the offer, Compagnie Des Levures Lesaffre intends to propose to the general meeting of NattoPharma that an application is filed with the Oslo Stock Exchange to de-list shares of NattoPharma from Euronext Expand Oslo. The pre-commitments of the primary insiders entered into prior to the offer will remain binding and cannot be terminated unless the offer period is not commenced on or prior to March 15, 2021, or the Compagnie Des Levures Lesaffre has not, on or prior to May 31, 2021, publicly announced that the conditions for closing of the offer have been satisfied or waived by the Compagnie Des Levures Lesaffre, unless NattoPharma and Compagnie Des Levures Lesaffre has agreed to extend such date to a later date. The pre-commitments of the other shareholders entered into prior to the offer will remain binding subject to the same conditions as set out above, but may in addition be terminated if a competing offer is made, and the Board of NattoPharma, acting in good faith and taking into account all aspects of such offer, considers it to be more favorable to the shareholders of NattoPharma, and Compagnie Des Levures Lesaffre does not match such superior offer within five business days of having been notified of the competing offer and such competing offer is thereafter recommended by the Board. Withdrawal, amendment or qualification of the recommendation from the Board of Directors of NattoPharma as well as a material breach of the transaction agreement will trigger an obligation for NattoPharma to pay an amount equal to up to NOK 25 million in documented costs associated with the process and the offer. As per amendments dated February 25, 2021, the condition of a minimum acceptance level of 90% of the issued and outstanding share capital of NattoPharma (on a fully diluted basis) is reduced to 66.67%. As on March 1, 2021, Pro AS has bought 160,000 shares in NattoPharma ASA. After this transaction Pro AS controls 2,861,310 shares in NattoPharma ASA. Pro AS is wholly owned by primary insider Sjur Thorsheim which is member of the Board of Directors in NattoPharma ASA. TG Montgomery AS acquired 386,360 shares, TG Montgomery AS is primary insider. Both the shares conditionally to be purchased by TG Montgomery AS and the shares acquired by Pro AS are covered by such parties irrevocable pre-commitments with Compagnie Des Levures Lesaffre SA. post this Compagnie Des Levures Lesaffre SA has received commitments (including its own shares in NattoPharma) for 14,044,891 shares representing 66.76% of the total share capital of NattoPharma, on a fully diluted basis excluding treasury shares, and the 66.67% acceptance level conditions is therefore expected to be satisfied upon completion of the Offer. The offer will not contain any conditions as to financing or due diligence. The completion of the offer will be subject to satisfaction of certain customary conditions, including, but not limited to, that the Compagnie Des Levures Lesaffre obtains a minimum acceptance level of 90% of the issued and outstanding share capital of NattoPharma and relevant regulatory approvals. The Board of Directors of NattoPharma has unanimously decided to recommend the shareholders of NattoPharma to accept the offer. On March 11, 2021, the Norwegian Competition Authority cleared the transaction. Compagnie Des Levures Lesaffre is due to launch the offer in February 2021 pursuant to an offer document to be approved by the Oslo Stock Exchange. As of March 8, 2021, Oslo Stock Exchange approved the deal. The offer period is expected to commence in the first half of March and continue for a period of 2 weeks, subject to any extensions. The offer period is expected to commence on March 9, 2021 to March 23, 2021, subject to any extensions. Rothschild & Co SCA (ENXTPA:ROTH) acted as financial advisor, Nordea Bank Abp, filial i Norge, acted as receiving agent, Thommessen Krefting Greve Lund AS and Linklaters LLP (France) acted as legal advisors for Compagnie Des Levures Lesaffre. ABG Sundal Collier Holding ASA (OB:ABG) acted as financial advisor. Stephanie Verzura of PwC Société d'Avocats provided tax due diligence and Sabine Durand-Hayes, Thierry Charpentier, Halima Nejjah, Yassine Filali Maghraoui, Zaineb Chad of PwC Transaction Services provided financial due diligence to Lesaffre et Compagnie, SA. parent of Compagnie Des Levures Lesaffre SA. PwC Norway provided financial due diligence and tax due diligence to Lesaffre et Compagnie, SA. parent of Compagnie Des Levures Lesaffre SA. Andreas Kildal, Edvard Cock, Hanne Heltne of Advokatfirmaet CLP acted as legal advisors to NattoPharma ASA. Compagnie Des Levures Lesaffre SA completed the acquisition of 76.43% stake in NattoPharma ASA (OB:NATTO) from Synergia Sciences Pvt. Ltd. and others for approximately NOK 560 million on March 23, 2021. Under the offer, 16,078,112 shares were tendered. Under the transaction, the closing conditions of minimum acceptance and regulatory approval are also satisfied. Following the settlement of the Offer, Compagnie Des Levures Lesaffre SA intends to initiate a mandatory offer for the remaining outstanding shares of NattoPharma in accordance with applicable laws. The offer period is expected to commence on April 20, 2021, to May 18, 2021, subject to any extensions.