GENERA D.D. In accordance with the provision of Article 41 of the Act on the Takeover of Joint-Stock Companies (Official Gazette Nos.
109/07, 36/09, 108/12, 90/13 - Decision of the Constitutional Court of the Republic of Croatia, 99/13 Decision of the Constitutional Court of the Republic of Croatia and 148/13), the Management Board of the company Genera joint-stock company for development and production of pharmaceuticals, having it is seat in Kalinovica (Town of Sveta Nedelja), Svetonedeljska 2 (hereinafter: "Genera" and/or "the Target Company") announces on 17 September 2015
THE OPINION OF THE MANAGEMENT BOARO ON THE BID FOR THE TAKEOVER OF THE COMPANY GENERA d.d. ANNOUNCED
BY THE COMPANY DECHRA PHARMACEUTICALS PLC
The Management Board of Genera d.d. is fully familiar with the Bid for the takeover of the company Genera d.d. (hereinafter: the Takeover Bid) announced by the company Dechra Pharmaceuticals PLC, having its seat at 24 Cheshire Avenue, Cheshire Business Park, Lostock Gralam, Northwich, CW9 7UA, United Kingdom, registered with the Trade Register for England and Wales under No. 3369634, Personal Identification No. (OIB):
96412075807 (hereinafter: "the Bidder") on 16 September 2015 in the Official Gazette No. 99/2015, and on the official website of the Zagreb Stock Exchange on 15 September 2015. Having reviewed the text of the Takeover Bid, the Management Board of Genera issues the following opinion on the Takeover Bid:
apinion on the Type and Amount of Offered Remuneration
The Management Board reviewed the following facts and/or circumstances when preparing the opinion on the amount and type of the offered cash remuneration - price for the shares of Genera d.d. offered in the Takeover Bid of the Bidder:
The Bidder, pursuant to the Agreement on the Purchase of Shares of the company Genera d.d. dated 31 July 2015, concluded between the majority shareholder of the Target Company (as the seller) and the Bidder (as the buyer) (hereinafter: the Share Purchase Agreement), and in terms of the provision of Article
8, para. 3 of the Takeover Act, acquired l,167,027 shares,
constituting 63.26% of the share capital of the Target Company
(hereinafter: the Key Shares), which entitle to 69.49% of
voting rights at the Shareholders' Meeting of the Target
Company.
0 GENERA
The Takeover Bid contains a clear statement of the Bidder that it was sent to all remaining shareholders of Genera (excluding the Key Shares) who hold voting shares, i.e. 677.833 voting shares of the Target Company constituting 36.74% of the share capital of the company, which entitle to 30.51% of voting rights at the Shareholders' Meeting of Genera, including
165,488 treasury shares held by the Target Company which
constitute 8.97% of the share capital of Genera. The Bidder undertakes to purchase each voting share of Genera, under the prescribed and announced terms.
The Takeover Bid therefore refers to all the shares of Genera, ticker VERN-R-A, each of the nominal value of HRK 100.00, which entitle to voting rights. The id does not refer to any shares that are encumbered with any (registered or non-registered) encumbrances.
The Management Board of Genera points out the fact that the price that the Bidder offered for the shares of Genera in the amount of HRK 179.60 per share (hereinafter: the Offered Price), which was confirmed by the decision of the Croatian Financial Services Supervisory Agency (hereinafter: the Agency) of 11 September 2015, CLASS: UP/I-976-02/15-02/02, File No.
326-01-770-772-15-4, constitutes a price that is 76.96% higher
than the weighted average price of the share realised in the last three months prior to the occurrence of the obligation to announce the Takeover Bid on the Zagreb Stock Exchange, i.e. in the period from 30 April 2015 to 30 July 2015.
By comparing the offered price with the weighted average price of Genera's shares that was realised on the Zagreb Stock Exchange in the period directly preceding the announcement of the Takeover Bid (3 months prior to the occurrence of the obligation), and in relation to the price trends in the period of one year that preceded the occurrence of the obligation to announce the mentioned bid, the Management Board of Genera considers that the Offered Price constitutes a significant premium.
In light of the aforementioned, the Management Board of Genera d.d. concludes that the Offered Price is adequate and that it currently reflects the fair value of shares of the Target Company.
The opinio of the Management Board on the type and amount of the offereq remuneration - price for a share of Genera d.d. cannot be cnsidered investment advice of shareholders in terms of accepting or refusing the Takeover Bid.
0 GENERA
Opinion on the intention of the Bidder regarding the future operations of the Target Company
Evaluating the expressed intention of the Bidder regarding the future operations of the Target Company mentioned in the Takeover Bid, the Management Board of Genera notes that the Bidder intends to continue the further development of Genera's operations, namely through continuous growth, optimisation and enhancement of operations, further alignment of operations with the direetives of the European Union and the development of Genera's products, and especially vaccines. The Management Board of Genera supports this standpoint and intention of the Bidder.
From the Takeover Bid also follows that the Bidder passed the decision on the takeover of the Target Company on the basis of a comprehensive analysis, as well as that a strategie decision on the strengthening of investment in Genera's vaccines exists. The Bidder expresses the intention to further develop the production and sales in the initial integration phase, especially in respect of vaccines, and to evaluate the possibility of integrating production, since the Bidder recognises the existence of lower costs of producing products at Genera as an opportunity, as well as to start integrating three main sales markets (Croatia, Bosnia and Herzegovina and Slovenia) in the Bidder's sales and marketing structure.
The Bidder recognises that the platform of the is favourable for further investments in the vaccines and other veterinary products, as well of new markets.
Target Company production of as the opening
The Management Board is of the opinion that the Bidder's advantage in realising the intentions regarding the future operations of the Target Company lies in the fact that the Bidder already operates in the same industry and knows the activities of the Target Company and has a high quality financial position from which it can ensure the implementation of the plans announced in the Takeover Bid.
The Management Board of Genera is of the opinion that the activities described above, as indicated in the Takeover Bid, constitute a favourable and long-term development perspective for Genera.
Opinion on the strategie plans of the Bidder in respect of Genera and the possible consequences of these plans on the employment policies and employment status of the employees of
0 GENERAGenera, as well as on the potential changes regarding the locations in which Genera perfor.ms its activities
The Bidder expresses in the Takeover Bid that they see the existing employees of Genera as motivated, qualified and capable individuals and the Bidder considers it beneficial to keep them in the ordinary business operations of the company. They intend to cooperate with the employees in order to achieve all business plans which will benefit the Target Company. In addition to this, the Bidder expects that the takeover shall not have an adverse effect on the rights and the status of the employees of Genera.
Also, the Bidder states that they shall employ additional employees in case their plans are realized.
The Management Board of Genera supports this intention of the Bidder, because it considers
standpoint and that Genera's
employees are the key factor in realizing the future results of the company
present and
Regarding the potential changes in respect of the locations in which the Target Company would perform its activities, in the Takeover Bid the Bidder states that they do not intend to change the location, seat or the place of performing the activities of the Target Company. Moreover, they point out the continuation of production and investments in production facilities and the modernization of equipment and production processes.
The Management Board fully supports this statement of the Bidder since the existing location offers significant possibilities to continue and increase the production of vaccines as well as other products of the Target Company.
Representations of the members of the Management Board on their intention to accept or reject the Takeover Bid
The chairman and the member of the Management Board of the
Target Company are not shareholders of Genera d.d.
Statement of the members of the Management Board on the existence of agreement with the Bidder regarding the Takeover Bid
There is no agreement between any of the members of the Management Board of the Target Company and the Bidder regarding the Takeover Bid.
0 GENERA
Prior to the announcement of this Opinion, the Management Board of the Target Company has, within the term prescribed by Art.
41, para. 2 of the Act on the Takeover of Joint-Stock Companies, presented this Opinion to the representatives of the employees of Genera.
The Management Board of Genera has, within the term prescribed by Art. 41, para. 3 of the Act on the Takeover of Joint-Stock Companies, received the opinion of the representative of the employees on the Takeover Bid which is enclosed to this Opinion of the Management Board on the Takeover Bid.
Chairman of the Management Board
Ana Hanzekovié,
Member of the Management Board
GENE RA d.cl. 2
sa s jed i stem u Kalinoviti
svetonedeljska 2
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