Aptar, a global leader in drug delivery, consumer product dispensing, and active material science solutions, announced that following the signature of a share purchase agreement on 22 July 2021 and the approval of the French Ministry of Economy under the foreign investment clearance regulations, it has completed the acquisition of a majority stake in Voluntis from the company’s reference shareholders and certain members of the management. The stake acquisition represents approximately 64.6% of the share capital of Voluntis (on a non-diluted basis), for €8.70 per share.
Aptar to launch Tender Offer
In accordance with applicable regulation, Aptar will launch a mandatory cash tender offer to acquire Voluntis’ remaining shares for the same price of €8.70 per share (the “Tender Offer”). Aptar intends to file the Tender Offer with the French Markets Authority (the “AMF”) in September 2021, and the Tender Offer will be subject to regulatory clearance from the AMF.
If the regulatory conditions are met upon completion of the Tender Offer, Aptar intends to implement a squeeze-out on the remaining outstanding shares of Voluntis.
Voluntis’ board of directors (the “Board”), upon the recommendation of its ad hoc committee and in accordance with applicable regulation, appointed Advolis Orfis as an independent expert on 5 July 2021, and will issue, notably based on the independent expert’s report opening on the financial terms of the Tender Offer and potential subsequent squeeze-out, a reasoned opinion on the Tender Offer and its consequences on Voluntis, its shareholders and employees.
The independent expert’s report and the Board’s opinion will be included in the draft response offer document that will be prepared by Voluntis in the context of the Tender Offer and submitted to the AMF, which will assess its compliance with the applicable regulation.
On 2 September 2021, following the resignation of the selling shareholders’ representatives on the Voluntis Board, namely Laurent Higueret (representative of Bpifrance Participations) and Franck Noiret (representative of LBO France Gestion), Gael Touya, and Patrick Jeukenne, Aptar’s representatives, have been appointed to replace them in the Board.
The Board has also appointed Sai Shankar as deputy CEO of Voluntis, and the current management of Voluntis is otherwise expected to remain the same following the completion of the Tender Offer.