Moscow, November 13, 2013– Pharmstandard OJSC (LSE: PHST LI, RTS: PHST RU) (the “Company” or “Pharmstandard”), Russia’s leading pharmaceutical company, announces the results of the buyout that certain shareholders were entitled to demand.
In accordance with Russian Law, the Company's obligation to buy shares from shareholders and holders of GDRs via Depositary is limited to the value of 10% of the Net Assets (“NAV”) of the Company as at the date of the reorganization decision, i.e. September 27, 2013 – the date when extraordinary general meeting of shareholders (“EGM”) adopted the resolution.
A reminder:the Company is spinning-off its over-the-counter business into a separate legal entity OTCPharm PJSC (“OTCPharm”).
The list of shareholders entitled to demand Buyout was formed as of July 5, 2013.
Shareholders who voted negatively or did not vote at the EGM regarding reorganization of the Company were entitled to demand buyout of all or some of their ordinary registered shares in the Company in the procedure stipulated by the laws of the Russian Federation until November 11, 2013.
- the NAV value as of September 27, 2013 amounted toRUR 31 324 866 768. Hence, the total sum for buyback stands atRUR 3 132 486 676.80;
- the price was determined by the Board of Directors at RUR 2 180 per ordinary share;
- the total number of shares that will be bought out from shareholders -1 436 920,4936 ordinary shares;
- the total number of shares requested for buyout in proper form and within the prescribed period– 2 842 118.75 shares;
- the value of shares requested for buyout in proper form and within the prescribed period –RUR 6 195 818 875 (19,78% of NAV);
- requests to purchase Company's shares are to be pro-rated at 0.5055807375 (the “Multiple”) as all purchase requests exceed the 10% of NAV figure. The Multiple was calculated as follows: the amount of shares that the Company is obliged to buy / the total number shares requested for purchase.
Within 30 days after November 11, 2013, the Company shall buy out ordinary registered shares in the Company from the Shareholders demanding such buyout, i.e. December 11, 2013.
OTCPharm ordinary registered shares shall be distributed among all Company Shareholders based on the data of personal accounts of the register holder or data of depo accounts in the depositary as of the state registration date of the OTCPharm at 1:4 ratio (1 Pharmstandard share = 4 OTCPharm shares).
It is expected that OTCPharm will be registered by the end of November/beginning of December 2013 and will list its shares on Moscow Exchange within 3-4 months after registration.
Head of Investor Relations
+7 495 970 00 30 ext.2824