SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULES 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
April 24, 2003
Commission file number 0-28526
GENSET S.A.
(Exact name of registrant as specified in its charter)
24, rue Royale
75008 Paris, France
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(1):____
Indicate by check mark if the registrant is submitting the Form 6-K in
paper as permitted by Regulation S-T Rule 101(b)(7):____
Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No X
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If "Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-_______________.
[Serono Logo] [Genset Logo]
FILING OF A REPURCHASE OFFER FOLLOWED BY A SQUEEZE-OUT FOR THE
SECURITIES OF GENSET S.A.
On April 23, 2003, Serono France Holding S.A., a wholly-owned subsidiary of
Serono S.A., filed a repurchase offer followed by a squeeze-out with the Conseil
des Marches Financiers, for all remaining Genset S.A. shares and OCEANEs held by
the public. This offer follows the cash tender offer, which took place from July
16, 2002 to September 12, 2002 and was reopened in France from September 24,
2002 until October 31, 2002, and the cash tender offer made simultaneously in
the United States by Serono France Holding S.A.. At the time of the cash tender
offers, Serono France Holding S.A. reserved the possibility to proceed with a
repurchase offer followed by a squeeze-out on the Genset securities if it held
at least 95% of the voting rights of the company. Following the cash tender
offers made in France and in the United States, and the capital increase made by
Genset between March 13 and March 26, 2003, Serono France Holding S.A. owns, as
of the date hereof, 19,371,449 Genset shares, representing 96.60% of the share
capital and voting rights of Genset.
The offer is made for all Genset securities not currently held by Serono France
Holding S.A., constituting a maximum of 926,441 shares and 1,792 OCEANEs.
The offer price under the offer is 8.19 euros per share and 107.05 euros per
OCEANE.
J.P. Morgan & Cie S.A. is the etablissement presentateur of the Offer.
ELEMENTS OF APPRAISAL OF THE PRICE OF THE OFFER
According to the terms of the repurchase offer followed by a squeeze-out, the
price of 8.19 euros offered for each Genset share corresponds to the price paid
by Serono France Holding to Genset shareholders in the context of the cash
tender offer, this price per share being adjusted to take into account the
capital increase of March 2003.
The results of the analysis of the main valuation methods used are summarized in
the following table:
1. Summary assessment of the price offered for the shares
Methodology Main results
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Genset's share price(1)
Closing price on April 14, 2003 5.7%
1-month average (1.3%)
2-month average 1.2%
3-month average 2.5%
6-month average 2.5%
9-month average 2.9%
12-month average 34.0%
12-month high (13.8%)
12-month low 303.4%
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Genset Historical Genset Pro-forma
Median of ----------------------- --------------------------
"hybrid
Analysis of comparable listed companies biotech"(2) Premium Multiple Premium Multiple
- ------------------------------------------------------------------------------------------------------------
Firm value/2001 revenues 0.97x 245% 6.97x 447% 87.56x
Firm value/2002 revenues 0.71x 412% 27.04x 476% n.a.
Firm value/2001 R&D expenses 0.1x 393% 3.8x 395% 3.9x
Firm value/2002 R&D expenses 0.3x 342% 4.0x 343% 4.0x
Market capitalisation/net cash 1.1x 423% 5.8x(3) 423% 5.8x(3)
Multiple of consolidated net asset value (as of December 31)
1999 1.3x
2000 1.5x
2001 20.6x
2002 n.a.
2002 pro-forma of the capital increase 3.7x
As a reference, analysis of comparable transactions Median Genset(4)
1-day premium 32.0% 138.4%
1-week premium 34.8% 204.7%
1-month premium 46.1% 194.6%
3-month premium 61.3% 123.6%
Firm value / revenues for the last twelve months 6.84x 68.91x
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Note : Average weighted by volume.
(1) Based on Genset share price performance on the Nouveau Marche.
(2) Includes Celera Genomics, Genaissance, Genome Therapeutics and Maxygen.
(3) Net cash as of March 31, 2003, accounting for the OCEANEs at book value,
pro-forma of the net proceeds of the capital increase.
(4) Premiums implied by the initial cash tender offer and mentioned in the
initial cash tender offer prospectus.
2. Summary assessment of the price offered for the OCEANEs
The offer price for the OCEANEs is equal to the redemption price of the OCEANEs
as of June 10, 2003 corresponding to the estimated date of the squeeze-out. The
price offered for the OCEANEs during the cash tender offer had similarly been
set at 102.64 euros, the early redemption price as of June 26, 2002, the date of
the filing of the cash tender offer.
Methodology Premium implied by the offer price for the OCEANEs
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Conversion value 1,013%
Early redemption 0%
Share price
Closing price on February 11, 2003(1) 2%
3-month average 2%
6-month average 2%
12-month average 9%
12-month high 2%
12-month low 410%
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Note : Average weighted by volume.
(1) Last day with actual trading.
INDEPENDENT EXPERT
In accordance with Article 5-7-1 of the General Regulations of the CMF, the firm
of Ricol, Lasteyrie & Associes has been appointed an independent expert in order
to assess the valuation of the Genset securities and to issue an opinion on the
fairness of the price offered. The expert has concluded in its report that the
offer price of 8.19 euros per share and of 107.05 euros per OCEANE offered to
the minority securityholders, is a fair price.
The Offer and the publication of the offer document remain subject to the
approval of the French market authorities. Subject to this approval, the
squeeze-out pursuant to article L. 433-4 of the French Monetary and Financial
Code will be implemented. The securities of Genset which will not have been
tendered during the repurchase offer will be automatically transferred to Serono
France Holding.
Contacts :
Genset S.A.
Investors relations: tel.: + 01 60 79 66 66
Serono France Holding S.A.
Investor Relations: tel.: + 41 22 739 36 01
This announcement is published in accordance with article 6 of Regulation
n(degree) 2002-04 of the Commission des operations de bourse.
This announcement does not constitute an offer to purchase or a solicitation of
an offer to sell any securities. More detailed information on the repurchase
offer will be made available in the French offer document which Serono France
Holding will publish once it has been approved by the Commission des operations
de bourse.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: April 24, 2003
GENSET S.A.
By: /s/ Marc Vasseur
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Name: Marc Vasseur
Title: Chief Executive Officer