Samsung Biologics will pay for its Swiss acquisition with new shares instead of borrowings, and the two filings that say so landed the same morning
Line 7 of the report says where the money comes from, and Samsung Biologics rewrote it on Friday morning.
The company filed two documents in Seoul within hours of each other. One is a board decision to raise 3,000,940,000,000 won by issuing 2,270,000 new common shares. The other amends a report first filed on 20 July, the one setting out its tender offer for PolyPeptide Group AG of Switzerland, and the amendment does a single thing: where the funding line read own funds and borrowings, it now reads funds raised through a rights issue or similar.
The two documents meet at one number. Of the money to be raised, the filing assigns 2,706,163,546,103 won to acquiring another company's securities and 294,776,453,897 won to facilities. The first of those is the acquisition price in the amended report, to the won.
Neither document says why.
The offer it pays for
PolyPeptide is a peptide contract development and manufacturing business with 33,125,001 shares in issue. Samsung Biologics is offering CHF 44.31 a share for all of them except the 108,590 held in treasury, which is 33,016,411 shares and CHF 1,462,957,171.41. Converted at 1,849.79 won to the franc, the rate the filing names for 16 July, that is the 2.7 trillion won now sitting in the rights issue. Set against Samsung Biologics' own consolidated accounts at the end of 2025, the price is 24.47 percent of total assets and 36.32 percent of equity.
Draupnir Holding B.V., registered at Hoofddorp in the Netherlands, holds 18,375,000 of the shares, which the filing puts at 55.65 percent, and has undertaken to tender all of them. The offer is conditional on acceptances reaching two thirds of fully diluted capital. Below that line, the filing says, Samsung Biologics buys none of the shares tendered at all.
Deloitte Anjin valued the target between 14 and 17 July and put a range of CHF 31.43 to CHF 63.22 on the share. Its opinion, quoted in the report, is that it found no basis to judge CHF 44.31 inappropriate from a materiality standpoint.
The terms of the raise
Existing shareholders come first, and anything they leave goes on public offer. The employee stock ownership association takes 20 percent, or 454,000 shares, ahead of everyone. The record date is 6 October, holders get 0.0392737657 new shares for each share they own, and they may apply for a further 0.2 shares for every one allotted. Against the 46,290,951 shares already in issue, the 2,270,000 being created are 4.90 percent more.
Existing shareholders subscribe on 9 and 10 November, the leftovers go on public offer on 12 and 13 November, and the money is due on 17 November. The new shares list on 30 November. That is also the date the filing gives for settlement of the PolyPeptide purchase, so the cash arrives thirteen days before it is needed.
The indicative price is 1,322,000 won, struck at a 15 percent discount and fixed on 4 November, with a floor at 60 percent of the reference price. The rights are transferable. The warrants will be listed, and four brokerages are named as joint lead managers, being the securities houses of Shinhan, NH, Korea Investment and KB. Anyone who sells the stock short between 31 August and 4 November is barred from subscribing.
Four independent directors were present for the vote and none was absent.
