Novo Nordisk Enters Into Exclusive Negotiations to Acquire a Controlling Stake in BICORP, to Be Followed by a Tender Offer on All Remaining Shares. - Seite 2

About the proposed transaction

Novo Nordisk has entered into exclusive negotiations with BIO JAG (“BIO JAG”), BIOCORP’s main shareholder, relating to the acquisition by Novo Nordisk of BIO JAG’s entire stake in BIOCORP representing 45.30% of its share capital and 62.19% of its theoretical voting rights². Moreover, Novo Nordisk would acquire, concomitantly with, and subject to the acquisition of BIO JAG’s stake, at the same price per share, the shares held in BIOCORP by certain minority shareholders, including Nyenburgh, Greenstock and Vatel Capital, representing, in aggregate, 19.03% of the share capital and 13.07% of the theoretical voting rights of BIOCORP³ (together with the acquisition of BIO JAG stake, the “Block Purchase”). The signing of a definitive documentation with BIO JAG would only take place following the information and consultation of BIOCORP’S Works Council (the “Comité Social et Economique”, or “CSE”). Completion of the Block Purchase will be subject to customary regulatory approvals.

Subject to completion of the Block Purchase, Novo Nordisk would file with the French Financial Market Authority (Autorité des Marchés Financiers – the “AMF”) a mandatory simplified tender offer on all remaining outstanding BIOCORP shares on the same financial terms as the Block Purchase (EUR 35.00 per share) (the “Offer”). The price of the Offer values 100% of BIOCORP’s share capital and voting rights representing a total equity value of approximately EUR 154.4 million on a fully diluted basis (the Offer). The price of the Offer represents a premium of 19.5% over BIOCORP’s closing market price on June 2^nd 2023, and 45.2% compared to the volume weighted average trading prices of the last 90 trading days.

On June 4^th, 2023, BIOCORP’s Board of Directors favorably and unanimously welcomed the proposed transaction, without prejudice to BIOCORP’s Board of Directors’ reasoned opinion (avis motive) which should be issued following remittance of the independent expert report, subject to the completion of the Block Purchase.

To this effect, on June 4^th, 2023, BIOCORP’s Board of Directors formed an ad hoc committee set up for the purpose of the Offer made up of Mr. Jean-Yves Berthon (independent director), Mr. Stéphane Legastelois (independent director) and Mr. Eric Dessertenne (Board member and CEO of BIOCORP). This committee shall be in charge of (i) recommending to the Board of Directors the appointment of an independent expert with the mission to prepare a report including a fairness opinion on the financial conditions of the Offer, including in the event of a mandatory squeeze-out procedure, in accordance with the provisions of the general regulations of the AMF, (ii) following and facilitating the work to be done by the independent expert, and (iii) preparing a draft reasoned opinion on the merits of the Offer and its consequences on BIOCORP, its shareholders and its employees.