Samsung Biologics has published the formal prospectus for its planned acquisition of PolyPeptide Group AG, offering about $55.70 in cash per share in a transaction that values the Swiss peptide manufacturer’s equity at approximately $1.83 billion.
The offer is being made through Samsung Peptide AG, a direct Swiss subsidiary of Samsung Biologics. It follows Samsung Biologics’ July 20 pre-announcement of an agreement to pursue the all-cash public tender offer.
The offer price represents a 40% premium to PolyPeptide’s approximately $39.80 closing price on April 10, the final trading day before media speculation regarding a possible transaction emerged. It also represents an 11.6% premium to PolyPeptide’s roughly $50.00 volume-weighted average share price across the 60 trading days preceding the July pre-announcement.
PolyPeptide’s board, acting through its independent and non-conflicted members, unanimously recommended that shareholders accept the offer. The recommendation is supported by an independent fairness opinion prepared by IFBC AG.
Draupnir Holding B.V., PolyPeptide’s largest individual shareholder, has committed to tender all of its shares. Its holding represents about 55.65% of outstanding PolyPeptide shares, excluding treasury shares. That commitment puts the proposed transaction substantially toward its minimum acceptance threshold of 66⅔% of shares on a fully diluted basis, also excluding treasury shares.
The main tender period is scheduled to open Sept. 15 and close Oct. 12 at 4 p.m. Swiss time. Completion remains contingent on the acceptance threshold, applicable regulatory approvals and other customary conditions set out in the offer prospectus.
PolyPeptide is a specialized global contract development and manufacturing organization focused on peptide-based active pharmaceutical ingredients. Samsung Biologics is also a contract development and manufacturing organization, and the transaction would expand its presence in peptide manufacturing if completed.
Following settlement, Samsung Peptide plans to initiate a squeeze-out process for any remaining minority shareholders and seek the delisting of PolyPeptide shares from the SIX Swiss Exchange.
The deal is currently expected to be completed toward the end of 2026, according to the companies’ earlier transaction announcement.