Novo Nordisk divests its ownership of ZymoGenetics, Inc.

10-Sep-2010 - USA

Bristol-Myers Squibb Company and ZymoGenetics, Inc. have announced the signing of a definitive agreement providing for the acquisition of ZymoGenetics by Bristol-Myers Squibb for USD 9.75 per share in cash. The transaction has been unanimously approved by the Boards of Directors of both companies. Novo Nordisk has been a shareholder in ZymoGenetics, Inc. since 1988 Currently, Novo Nordisk owns 22,143,320 shares, equalling close to 26% of the share capital, and has nominated two board members to the ZymoGenetics, Inc. Board of Directors.

“As a significant shareholder with a long-term financial investment in ZymoGenetics, we find the offer from Bristol-Myers Squibb attractive and have entered into an agreement with Bristol-Myers Squibb to support the transaction and tender all of our ZymoGenetics shares in the offer,” says Jesper Brandgaard, executive vice president and chief financial officer of Novo Nordisk. The closing of the tender offer is subject to customary terms and conditions, including the tender of minimum 48,282,192 shares equalling approximately 56% of the share capital, ie the majority of the share capital on a fully-diluted basis. In addition, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act is required.

Assuming completion of the tender offer, Novo Nordisk expects to record a non-recurring income of approximately DKK 1.1 billion in relation to the sale of its shares in ZymoGenetics, Inc., which will be recorded under ‘Share of profit in associated companies’ in the ‘Net financials’ part of the income statement for 2010. The income from the transaction is exempt from tax charges under applicable Danish tax laws and is expected to have a positive non-recurring effect on the effective tax rate for the group of approximately 1.5 percentage points.

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