Bankinter | The company’s Board of Directors has unanimously approved that its subsidiary Grifols Biotest Holdings make a public takeover bid to delist Biotest AG from the stock exchange. The bid will be for the 2.9% of the ordinary shares it does not control and 53.8% of the preference shares. It will offer €43.00 for each ordinary share and €30.00 for each preference share. In addition, it will request the delisting of Biotest from the Frankfurt Stock Exchange before the deadline for accepting the takeover bid expires. The terms and conditions have not yet been communicated.
Analysis team’s view: The offer represents a premium of 2.3% for Biotest’s preferred shares, while the ordinary shares are being offered at 2.0% below their listed price, which we believe is justified by their low liquidity on the stock market. The cost of the takeover bid will be €350 million (ordinary shares €20 million, preference shares €330 million) and we expect the acquisition to be financed with available cash (€980 million by Dec. 2024), which will raise the debt ratio to 6.0x EBITDA from the current 5.4x. Negative news for Grifols due to the outlay to be made by a subsidiary it already controls, the deterioration of the debt ratio and the consumption offree cash flow.
Our estimate of free cash flow 2025 is €450M, a large part of which will be allocated to this delisting takeover bid. The news broke yesterday when the market was open and the reaction was negative for the share price, which fell more than the Spanish stock market index.
