Proposal to acquire GroPep Ltd.

Novozymes takes another important step to become a leading supplier of recombinant ingredients for the biopharmaceutical industry

Novozymes A/S (“Novozymes”) announces today a proposal (the “Proposal”) under which it would acquire 100% of the issued shares1 of GroPep Limited (”GroPep”), by way of a Scheme of Arrangement (the “Share Scheme”). Novozymes does not currently hold any shares in GroPep.

The board of directors (the “Directors”) of GroPep unanimously recommend the Proposal, subject to certain limited conditions normal in a transaction of this nature (conditions listed in the appendix to this stock exchange release).

The consideration to be offered to GroPep’s shareholders will be AUD 2.05 in cash per issued share which values the issued share capital of GroPep at AUD 95.5 million (DKK 428 million2) (excluding the cost of the Option Scheme – see below). The transaction value corresponds to approximately DKK 375 million on a cash and debt free basis.3


The offer represents a premium to recent market prices of GroPep shares, being:

- a premium of 40% over the last sales price of GroPep shares on the trading day prior to this announcement (August 11, 2006);

- a premium of 40% over the volume weighted average share price of GroPep shares in the one month period prior to today’s announcement; and

- a premium of 33% over the volume weighted average share price of GroPep shares in the three month period prior to today’s announcement.

“It is a part of Novozymes strategy to leverage its biotech expertise and technology platform, in order to build new business areas within ingredients for the biopharmaceutical industry and this acquisition is an excellent opportunity to do exactly that”, says CEO of Novozymes Steen Riisgaard, “We see the acquisition of GroPep as an opportunity to expand our offering to the market for ingredients for cell cultures. The combination of our own projects within this area, our recent acquisition in the UK of Novozymes Delta Ltd and GroPep strengthens our position in order to become a leading supplier of recombinant ingredients for the biopharmaceutical market“, he continues.

 



1

  As at the date of the Implementation Agreement, GroPep had 46,597,408 fully paid ordinary 
   shares on issue.

2 AUD/DKK 4.4841.

3 Based on net-interest bearing assets in GroPep as of 31 December 2005 of AUD 11.9 million.

Download the full stock exchange announcement