Samsung Biologics announces all-cash offer to acquire PolyPeptide, accelerating multi-modality strategy and expanding global network across U.S., Europe, and India
Samsung Biologics announces all-cash offer to acquire PolyPeptide, accelerating multi-modality strategy and expanding global network across U.S., Europe, and India |
| [19-July-2026] |
INCHEON, South Korea, July 19, 2026 /PRNewswire/ -- Samsung Biologics (KRX: 207940.KS) today announced the launch of an all-cash public tender offer to acquire 100% of the fully diluted share capital of PolyPeptide Group AG ("PolyPeptide") (ISIN CH1110760852, ticker symbol: PPGN), a leading global contract development and manufacturing organization (CDMO) specializing in peptide-based active pharmaceutical ingredients (APIs).
Under the terms of the offer, PolyPeptide shareholders will receive CHF 44.31 in cash for each PolyPeptide share, representing an implied equity value of approximately CHF 1.46 billion. The transaction is expected to be completed towards the end of 2026, subject to customary offer conditions, including a minimum acceptance threshold of 66⅔%, applicable regulatory approvals, and other conditions described in the pre-announcement published today (Link), and the offer prospectus to be published in accordance with Swiss takeover law. After a comprehensive review of strategic options, PolyPeptide's Board of Directors, acting through its independent and non-conflicted members, unanimously recommend that PolyPeptide shareholders accept the tender offer, subject to the terms and conditions set forth in the offer prospectus. The Board determined that the transaction represents an attractive outcome for shareholders and PolyPeptide while positioning PolyPeptide for its next phase of growth as part of Samsung Biologics' global CDMO platform. With this transaction, Samsung Biologics will expand its capabilities beyond antibodies and ADCs to include peptide therapeutics, one of the fastest-growing segments of the biopharmaceutical industry, driven by surging global demand for obesity treatments and the continued expansion of peptide-based therapies into new disease areas. The transaction brings together Samsung Biologics' global manufacturing scale with PolyPeptide's specialized peptide expertise to create a differentiated, end-to-end multi-modality CDMO platform. PolyPeptide stands as one of the industry's top peptide CDMOs, distinguished by its advanced technology platform and proven track record, with more than 70 years of API manufacturing heritage and over 1,000 therapeutic peptides produced to date. PolyPeptide operates an integrated development-to-commercial model with growth focused on a modular, automation approach, giving it the flexibility to adapt quickly to changing market demand. Through PolyPeptide's peptide capabilities, innovative technologies, and proven commercial manufacturing track record, Samsung Biologics aims to serve clients across a broader range of therapeutic modalities by addressing growing demand for peptide-based therapeutics, particularly in obesity and diabetes, including GLP-1 therapies, while advancing innovation across high-growth areas such as oncology and other emerging indications. The planned acquisition extends beyond adding capacity; it lays the foundation for Samsung Biologics' next phase of growth, supported by a strong pipeline of active peptide projects that includes a deep late-stage portfolio. PolyPeptide operates global sites across Sweden, Belgium, France, the United States, India, together with a corporate office in Switzerland and a separate Innovation Center in Strasbourg, France, with capabilities encompassing R&D, development, and commercial manufacturing. Upon completion of the transaction, Samsung Biologics will bring together PolyPeptide's highly experienced team and specialized peptide expertise, further enhancing its capabilities. By combining the companies' scientific strengths, manufacturing excellence, and global operations, the transaction is expected to enhance operational excellence, unlock additional growth opportunities, and further strengthen Samsung Biologics' position as a leading global multi-modality CDMO. "This acquisition reinforces our long-term growth strategy by not only broadening our service portfolio with modality expansion into peptides including GLP-1, but by also boosting our geographic reach and proximity further within the US, Europe, and India," said John Rim, Chairman of the Board of Directors and CEO of Samsung Biologics. "We highly value PolyPeptide's world-class employees, industry-leading capabilities, and global operational footprint, and look forward to leveraging the complementary strengths of PolyPeptide and Samsung Biologics in our continued growth supporting clients as the CDMO of choice for decades to come." "PolyPeptide was built on the dedication of our employees, deep scientific expertise and strong customer focus. After a comprehensive review of strategic options, the Board is convinced that Samsung Biologics' offer is compelling for our shareholders, delivering an attractive cash price and immediate, certain value today," said Peter Wilden, Chairman of the Board of Directors of PolyPeptide. "At the same time, it represents a transformational opportunity to accelerate our strategic ambitions at a scale we could not reach alone – creating a stronger global partner for customers and a platform uniquely positioned to lead the next phase of growth in peptide-based therapeutics." Samsung Biologics is launching an all-cash public tender offer for all publicly held shares in PolyPeptide. The Offer Price represents a 40% premium to the undisturbed share price of CHF 31.65 (the "Unaffected Price"), being the last closing price of PolyPeptide's shares on the SIX Swiss Exchange ("SIX") as of 10 April 2026, which was the last trading day prior to the emergence of market rumors regarding a potential acquisition of PolyPeptide. The Offer Price represents an approximately 11.6% premium to the volume-weighted average share price over the last 60 trading days prior to the publication of this announcement. The Board of Directors of PolyPeptide, acting through its independent and non-conflicted members, unanimously recommends that shareholders accept the offer. The transaction is further supported by PolyPeptide's largest shareholder, who holds approximately 55.65% (based on total shares, excluding therefrom any treasury shares) and who has undertaken to tender all of its shares into the offer. Indicative timeline The tender offer is expected to be launched by the end of August 2026 by publication of the formal offer prospectus and will remain open for a minimum of twenty trading days on the SIX Swiss Exchange ("SIX"), following a ten trading-day cooling-off period under Swiss takeover law. The pre-announcement, published together with this press release, sets out the tender offer procedure and the specific terms and conditions of the offer. Once the offer has been successfully completed, Samsung Biologics intends to pursue a squeeze-out of any remaining minority shares and to delist PolyPeptide from the SIX, at which point PolyPeptide would become a wholly owned subsidiary of Samsung Biologics. J.P. Morgan is acting as exclusive financial advisor to Samsung Biologics, with Ernst & Young Han Young serving as accounting and tax advisor. O'Melveny & Myers LLP and Schellenberg Wittmer Ltd are acting as legal advisors to Samsung Biologics. About Samsung Biologics Co., Ltd. With a combined biomanufacturing capacity of 785,000 liters across Bio Campus I and II in Korea, and 60,000 from the acquisition of a manufacturing facility in Rockville, Maryland, U.S., Samsung Biologics holds total global manufacturing capacity of 845,000 liters. Samsung Biologics has also secured land for Bio Campus III, laying the groundwork for future capacity expansion to support next-generation therapies and emerging modalities. Samsung Biologics leverages cutting-edge technologies and expertise to advance diverse modalities, including multispecific antibodies, fusion proteins, antibody-drug conjugates, and mRNA therapeutics. By implementing the ExellenS™ framework across its manufacturing network with standardized designs, unified processes, and advanced digitalization, Samsung Biologics ensures plant equivalency and speed for manufacturing continuity. Samsung Biologics' global manufacturing and commercial network spans Korea, the U.S., and Japan. Samsung Biologics America supports clients based in the U.S. and Europe, while its Tokyo sales office serves the APAC region. Samsung Biologics continues to invest in new capabilities to maximize operational and quality excellence, ensuring flexibility and agility for clients. Samsung Biologics is committed to the on-time, in-full delivery of safe, high-quality biomedicines, as well as to making sustainable business decisions for the betterment of society and global health. For more information, please visit https://samsungbiologics.com/. Media Contacts Investor Contacts For additional information about the offer, please visit https://samsungbiologics.com/offer. About PolyPeptide Disclosure Notice The public tender offer is subject to customary terms and conditions as well as regulatory approvals and is currently expected to be completed by the end of 2026. This publication does not constitute a prospectus or a similar notice according to articles 35 et seqq. and 69 of the Swiss Financial Services Act, is for information purposes only and does not constitute an offer document or an offer of securities for purchase or subscription, nor a solicitation of an offer to buy or subscribe for securities, in any jurisdiction. The terms and conditions of the tender offer will be set out exclusively in the offer prospectus to be published in accordance with applicable Swiss takeover law, including the Swiss Financial Market Infrastructure Act and the Takeover Ordinance. Investors and holders of PolyPeptide shares are advised to carefully read the pre-announcement and the offer prospectus, as well as all other documents relating to the tender offer, once available, as they will contain important information about the offer. These documents will be made available in accordance with applicable law. Offer Restrictions United States of America Any financial statements or figures included or referenced in the offer prospectus have been or will be prepared in accordance with the applicable accounting standards of, or recognized in, Switzerland and/or the Republic of Korea, which may not be comparable to the financial statements of U.S. companies. In accordance with the laws of Switzerland and subject to applicable regulatory requirements, Samsung Biologics and its subsidiaries (including the Offeror) and affiliates or their respective nominees or brokers (acting as agents for the Offeror) may from time to time after the date of the offer prospectus, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase PolyPeptide Group Shares or any securities that are convertible into, exchangeable for or exercisable for PolyPeptide Group Shares from their holders who are willing to sell them outside the Offer from time to time, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, and shall comply with applicable laws and regulations in Switzerland and applicable U.S. securities laws, rules and regulations, including Rule 14e-5 under the U.S. Exchange Act (subject to the exemptions provided by Rule 14e-5(b)(10) under the U.S. Exchange Act). Any such purchases will not be made at prices higher than the offer price or on terms financially more favorable than those offered pursuant to the Offer, unless the offer price is increased accordingly. Any information about such purchases or arrangements to purchase will be publicly disclosed in the U.S. on offer website if and to the extent that such information is made public in accordance with the applicable laws and regulations of Switzerland. In addition, the financial advisor to PolyPeptide and, subject to applicable Swiss and U.S. securities laws, rules and regulations, including Rule 14e-5 under the U.S. Exchange Act (subject to the exemptions provided by Rule 14e-5(b)(10) under the U.S. Exchange Act), the financial advisor to Samsung Biologics and its subsidiaries (including the Offeror) and affiliates may also engage in ordinary course trading activities in securities of PolyPeptide, which may include purchases or arrangements to purchase such securities. It may be difficult for holders of Company Shares in the U.S. (U.S. Holders) to enforce their rights and any claim they may have arising out of U.S. securities laws, since the Offeror and PolyPeptide are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. Holders may not be able to sue a non-U.S. company or its officers or directors in a U.S. or non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment. The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each shareholder of PolyPeptide is urged to consult his or her independent professional advisor immediately regarding the tax consequences of an acceptance of the Offer. Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this Pre-Announcement. Any representation to the contrary is a criminal offence in the U.S. U.S. Holders are encouraged to consult with their own legal (including with respect to Swiss law), financial and tax advisors regarding the Offer. United Kingdom Australia, Canada and Japan Forward Looking Statements These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond Samsung Biologics' control, that could cause actual results to differ materially from those expressed or implied. Such factors include, among others, the satisfaction of the conditions to the tender offer, the receipt of required regulatory approvals, the level of acceptance of the offer by PolyPeptide shareholders, the ability to successfully integrate PolyPeptide's business, developments in the peptide and broader CDMO markets, and general economic and market conditions. No assurance can be given that the transactions described herein will be completed or as to the final terms. Forward-looking statements speak only as of the date of this announcement and are based on information currently available to Samsung Biologics. Except as required by applicable law, Samsung Biologics undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE Samsung Biologics | ||
Company Codes: Korea:207940 |
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