Samsung Biologics Publishes PolyPeptide Tender Offer Prospectus: CHF 44.31 per Share, Offer Period Sept 15 to Oct 12

The offer of CHF 44.31 net in cash per share implies an aggregate equity value of approximately CHF 1.46 billion and a 40% premium to PolyPeptide's unaffected share price on April 10, 2026. PolyPeptide's board unanimously recommends acceptance, and largest shareholder Draupnir (~55.65%) has undertaken to tender all its shares. The offer period runs from September 15 to October 12, 2026.

Samsung Biologics (KRX: 207940.KS), through its direct Swiss subsidiary Samsung Peptide AG, published the tender offer prospectus on August 31, 2026 for all publicly held registered shares of PolyPeptide Group AG.

Offer Price and Premiums

PolyPeptide shareholders will receive CHF 44.31 net in cash per share, representing an implied aggregate equity value of approximately CHF 1.46 billion. The offer price represents a 40% premium to PolyPeptide's unaffected share price on the SIX Swiss Exchange as of April 10, 2026 — the last trading day prior to publication of the first media speculation about a potential acquisition. It also represents an 11.6% premium to the volume-weighted average share price over the last 60 trading days prior to the pre-announcement on July 20, 2026.

Board Recommendation and Major Shareholder Undertaking

PolyPeptide's board of directors, acting through its independent and non-conflicted members, unanimously recommends that shareholders accept the offer, supported by an independent fairness opinion from IFBC AG. Draupnir Holding B.V., PolyPeptide's largest individual shareholder with approximately 55.65% of total shares outstanding (excluding treasury shares), has undertaken to tender all of its shares.

Timeline and Next Steps

The main offer period commences on September 15, 2026 and is expected to end on October 12, 2026 at 4 p.m. Swiss time. The offer is subject to a minimum acceptance threshold of 66⅔% on a fully diluted share count basis (excluding treasury shares), applicable regulatory approvals and other customary conditions described in the prospectus. The prospectus and further documentation are available at https://samsungbiologics.com/offer.

Following settlement of the offer, Samsung Peptide intends to pursue a squeeze-out of any remaining minority shareholders and to delist PolyPeptide's shares from the SIX.

Significance for Samsung Biologics' Multi-Modality Strategy

The acquisition is a key step in Samsung Biologics' multi-modality expansion. Buying PolyPeptide gives it peptide manufacturing capacity and entry into a sector growing on surging demand for GLP-1 drugs for diabetes and obesity, along with sites across Sweden, Belgium, France, the United States and India.

To fund the acquisition and further expansion, Samsung Biologics announced on August 28 a rights offering of approximately KRW 3 trillion (about US$2.2 billion), with roughly KRW 2.71 trillion allocated to the PolyPeptide acquisition and about KRW 290 billion to Bio Campus II expansion. The company said that in the near term it will focus on completing the PolyPeptide takeover and integrating the acquired sites, while remaining open to additional deals to secure new modalities, overseas manufacturing sites and technologies.