Sanacorp Pharmahandel AG

euro adhoc: Sanacorp Pharmahandel AG
Mergers - Acquisitions - Takeovers / Policy decision to establish a European joint venture

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The Management and Supervisory Boards of Sanacorp Pharmahandel Aktiengesellschaft (in the following "SANACORP") have decided today in their joint meeting to establish a common holding company with CERP Rouen SA, domiciled in Rouen, France and to contribute the operating wholesaling units in Germany, France and Belgium to that holding. CERP Rouen SA is a pharmaceutical cooperative governed by French law which - focusing its activities in France - is engaged in pharmaceutical wholesaling and whose value and earnings performance can be compared to that of SANACORP.

To put into practice the planned business combination the entire operation of SANACORP including its investment in Andreae-Noris Zahn AG, domiciled in Frankfurt am Main, will have to be outsourced to a new subsidiary in a first step; CERP Rouen SA will do the same with its wholesaling operation in France. In a next step the wholly-owned investments in the new subsidiaries in Germany and in France and the 93.5 % investment in CERP BELGIUM are planned to be contributed to the joint venture still to be established and to be domiciled in Europe. Each of the venturers is planned to have a 50 % stake in this joint venture; whether this proportion will remain depends on the final results of a business valuation. SANACORP will then have the functions of a holding company of the investment in the new joint venture.

The directors of CERP Rouen SA had given their general approval to this planned joint venture earlier already; with the SANACORP executive bodies’ have made their policy decision today, further details of this planned combination will have to be negotiated and to be stipulated in an umbrella agreement which we expect to be concluded at the end of January 2007. Provided that the joint venture will proceed according to schedule, the operations will be contributed to the new joint venture in the second half of 2007.

Even if an agreement is reached on the final contents of such an umbrella agreement the actual realization of this business venture will be subject to a variety of conditions. One of these conditions is that the next annual general meeting of SANACORP and the next general shareholders' meeting of Sanacorp eG Pharmazeutische Großhandlung, holding all voting ordinary shares of SANACORP, will agree to the joint venture and to the related restructuring required and that the general meeting of CERP Rouen SA will also agree. In addition, this joint venture will depend on the approval of the merger control authorities.

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ots Originaltext: Sanacorp Pharmahandel AG
Im Internet recherchierbar:

Further inquiry note:
Dr. Thomas Strieder
Telefon: +49(089) 8581 432

Branche: Wholesale
ISIN:      DE0007163131
WKN:        716313
Index:    CDAX, Classic All Share, Prime All Share
Börsen:  Frankfurter Wertpapierbörse / official dealing/prime standard
              Börse Berlin-Bremen / free trade
              Hamburger Wertpapierbörse / free trade
              Baden-Württembergische Wertpapierbörse / free trade
              Börse Düsseldorf / free trade
              Bayerische Börse / official dealing

Weitere Meldungen: Sanacorp Pharmahandel AG

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