Ipsen announces a simplification of the concert of its principal shareholders representing 56.62% of the share capital and 72.36% of voting rights - effective from December 19, 2023
24 Juli 2023 - 7:00AM
Ipsen announces a simplification of the concert of its principal
shareholders representing 56.62% of the share capital and 72.36% of
voting rights - effective from December 19, 2023
PARIS, FRANCE, 24 July
2023 – Ipsen (Euronext: IPN: ADR: IPSEY) announced today
that the Board of Directors of Ipsen has been informed of certain
changes of the shareholders’ agreements relating to the concert of
its principal shareholders.
The shareholders’ agreement1 made on December
19, 2019, between Highrock (controlled by Mrs. Anne Beaufour),
Beech Tree (controlled by Mr. Henri Beaufour), MR BMH as well as MR
Schwabe, FinHestia, Finvestan and Finveska (controlled by the
Schwabe family), is renewed for a period of three years, until
December 19, 2026. This agreement organizes a voting syndicate
mechanism relating to 28.22% of the capital and 36.14% of the
voting rights of Ipsen, for which the vote at shareholders’
meetings is determined by a majority of 75% of the shares thus
agreed.
The Board of Directors was also informed that
the shareholders' agreement2 entered into by Highrock, Beech Tree
and Altawin (controlled by B.I.O. Trust), formed by Mrs. Anne
Beaufour and Mr. Henri Beaufour in December 19, 2019, will not be
renewed and will end in accordance with its terms on December 19,
2023, at which time the shareholders’ agreement, jointly holding
52.06% of the capital and 66.66% of the voting rights of Ipsen,
will end.
These changes do not modify the shareholding
held by the various legal entities linked to Mrs. Anne Beaufour and
Mr. Henri Beaufour, and the parties to the renewed shareholders’
agreement1, holding together 56.62% of the share capital and 72.36%
of Ipsen’s voting rights, will therefore continue to act in concert
in relation to Ipsen3.
The Board of Directors also takes note of the
renewed support of the principal shareholders for the Group’s
strategy and its Management.
ENDS
1 As referred as the ‘Schwabe shareholders’
agreement’ in Ipsen’s 2022 URD2 As referred as the ‘Ipsen
shareholders’ agreement’ in Ipsen’s 2022 URD3 As referred in the
attached appendix
For further information:
Ipsen
Contacts Investors |
|
Craig
MarksVice President, Investor Relations+44 (0)7584 349
193 |
Nicolas BoglerInvestor Relations Manager+33 6 52
19 98 92 |
Media |
|
Amy
WolfVP, Head of Corporate Brand Strategy &
Communications+41 79 576 07 23 |
Ioana PiscociuSenior
ManagerGlobal Media Relations+33 6 69 09 12 96 |
Ipsen’s forward-looking statements
The forward-looking statements, objectives and
targets contained herein are based on Ipsen’s management strategy,
current views and assumptions. Such statements involve known and
unknown risks and uncertainties that may cause actual results,
performance or events to differ materially from those anticipated
herein. All of the above risks could affect Ipsen’s future ability
to achieve its financial targets, which were set assuming
reasonable macroeconomic conditions based on the information
available today. Use of the words ‘believes’, ‘anticipates’ and
‘expects’ and similar expressions are intended to identify
forward-looking statements, including Ipsen’s expectations
regarding future events, including regulatory filings and
determinations. Moreover, the targets described in this document
were prepared without taking into account external-growth
assumptions and potential future acquisitions, which may alter
these parameters. These objectives are based on data and
assumptions regarded as reasonable by Ipsen. These targets depend
on conditions or facts likely to happen in the future, and not
exclusively on historical data. Actual results may depart
significantly from these targets given the occurrence of certain
risks and uncertainties, notably the fact that a promising medicine
in early development phase or clinical trial may end up never being
launched on the market or reaching its commercial targets, notably
for regulatory or competition reasons. Ipsen must face or might
face competition from generic medicine that might translate into a
loss of market share. Furthermore, the research and development
process involves several stages each of which involves the
substantial risk that Ipsen may fail to achieve its objectives and
be forced to abandon its efforts with regards to a medicine in
which it has invested significant sums. Therefore, Ipsen cannot be
certain that favorable results obtained during preclinical trials
will be confirmed subsequently during clinical trials, or that the
results of clinical trials will be sufficient to demonstrate the
safe and effective nature of the medicine concerned. There can be
no guarantees a medicine will receive the necessary regulatory
approvals or that the medicine will prove to be commercially
successful. If underlying assumptions prove inaccurate or risks or
uncertainties materialize, actual results may differ materially
from those set forth in the forward-looking statements. Other risks
and uncertainties include but are not limited to, general industry
conditions and competition; general economic factors, including
interest rate and currency exchange rate fluctuations; the impact
of pharmaceutical industry regulation and healthcare legislation;
global trends toward healthcare cost containment; technological
advances, new medicine and patents attained by competitors;
challenges inherent in new-medicine development, including
obtaining regulatory approval; Ipsen's ability to accurately
predict future market conditions; manufacturing difficulties or
delays; financial instability of international economies and
sovereign risk; dependence on the effectiveness of Ipsen’s patents
and other protections for innovative medicines; and the exposure to
litigation, including patent litigation, and/or regulatory actions.
Ipsen also depends on third parties to develop and market some of
its medicines which could potentially generate substantial
royalties; these partners could behave in such ways which could
cause damage to Ipsen’s activities and financial results. Ipsen
cannot be certain that its partners will fulfil their obligations.
It might be unable to obtain any benefit from those agreements. A
default by any of Ipsen’s partners could generate lower revenues
than expected. Such situations could have a negative impact on
Ipsen’s business, financial position or performance. Ipsen
expressly disclaims any obligation or undertaking to update or
revise any forward-looking statements, targets or estimates
contained in this press release to reflect any change in events,
conditions, assumptions or circumstances on which any such
statements are based, unless so required by applicable law. Ipsen’s
business is subject to the risk factors outlined in its
registration documents filed with the French Autorité des
Marchés Financiers. The risks and uncertainties set out are not
exhaustive and the reader is advised to refer to Ipsen’s latest
Universal Registration Document, available on ipsen.com.
APPENDIX
|
Share Capital |
Gross voting rights |
Net voting rights |
|
Number of shares |
% |
Number of shares |
% |
Number of shares |
% |
Beech Tree(1), including: |
21 816 679 |
26,03% |
43 633 357 |
33,02% |
43 633 357 |
33,26% |
Directly by Beech Tree SA |
8 310 253 |
9,92% |
16 620 505 |
12,58% |
16 620 505 |
12,67% |
Indirectly through MR BMH |
13 506 426 |
16,11% |
27 012 852 |
20,45% |
27 012 852 |
20,59% |
Highrock(2) |
21 816 679 |
26,03% |
43 633 358 |
33,02% |
43 633 358 |
33,26% |
MR Schwabe(3) |
3 636 455 |
4,34% |
7 272 910 |
5,50% |
7 272 910 |
5,54% |
Finvestan(3) |
187 923 |
0,22% |
375 846 |
0,28% |
375 846 |
0,29% |
Beaufour-Schwabe
Concert(4) |
47 457 736 |
56,62% |
94 915 471 |
71,84% |
94 915 471 |
72,36% |
Total |
83 814 526 |
100,00% |
132 122 911 |
100,00% |
131 177 206 |
100,00% |
Note: Based on the monthly shareholding and
voting rights declaration as of June 30, 2023, as reported by the
company(1) Beech Tree is a limited company under
Luxembourg law whose capital is controlled on the date of filing of
this document, by Henri Beaufour. Beech Tree controls the limited
liability company under Luxembourg law MR BMH, direct shareholders
of Ipsen S.A.(2) Highrock is a limited liability
company under Luxembourg law, the capital of which is controlled,
on the date of filing of this document, by Anne
Beaufour(3) MR Schwabe is a limited liability
company under Luxembourg law, the capital of which is indirectly
controlled, on the date of this document by the Schwabe family.
Finvestan is limited liability company under Luxembourg law
controlled by the Schwabe family.(4) The
agreements establishing the concert between the Beaufour family and
the Schwabe family and the sub-concerts were subject to a notice of
the French Autorité des marchés financiers n° 219C2985 dated 31
December 2019, as supplemented by a notice n° 220C4199 dated 9
October 2020.
- Ipsen PR_Simplification of Concert of Principal
Shareholders_24072023
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