Lesaffre launches US$75M takeover bid of NattoPharma

24 Feb 2021 --- Lesaffre is launching an offer to acquire all outstanding shares of NattoPharma. The offer values the total equity of the Norway-based vitamin K2 expert at NOK 631 million (US$75 million) on a fully diluted basis.

In an exclusive interview, Kjetil Ramsøy, NattoPharma’s CEO, speaks to NutritionInsight about what this offer means for the future of the company, including its R&D and product offerings. 

NattoPharma is in favor of the offer, with its board of directors unanimously deciding to recommend NattoPharma shareholders to accept the voluntary cash offer. 

Each share is priced at NOK 30, and Lesaffre has received pre-commitments for 11,373,737 shares, which represent 54.07 percent of the total share capital. However, Lesaffre ultimately intends acquire 100 percent of the shares. 

Ramsøy emphasizes that the deal is not yet set in stone. “While Lesaffre is confident about completing the transaction, some conditions need to be met, including antitrust clearance in Norway, which we do not expect to be an issue.”NattoPharma’s board of directors say the agreement reflects the potential of the company for the years ahead.

Business as usual
The next step now is for the offer document to be launched to the market within the first half of March. The process is expected to be completed by the end of May.

Until the completion of the transaction – or if for whatever reason, it does not go through – NattoPharma is embracing a “business as usual” approach. 

After that, NattoPharma intends to continue operating with its headquarters in Norway and staff across Europe, Asia and the US.

At Vitafoods Asia Digital Week earlier this month, NattoPharma emphasized the strong growth that supplements are seeing on the continent.

Creating synergies
This deal could have a significant positive impact on NattoPharma’s R&D process. Both companies will work collaboratively to explore further the K2 benefits and leverage Lesaffre’s scale to invest in further clinical trials. 

At the same time, NattoPharma will have the ability to leverage the Gnosis by Lesaffre product portfolio and benefit from additional R&D support.

Ramsøy also notes that the combined entities could promote both fermented/natural and synthetic ingredients to meet both existing and prospective customers’ needs.

This dual approach is touted as enabling a shift in the debate back to clinical evidence and health benefits.

Lesaffre as “optimal acquirer”
Throughout the strategic review process initiated in June 2020, NattoPharma’s board of directors has also been focused on maximizing shareholder values. 

“The industrial rationale for a combination of the two companies is substantial, and we regard Lesaffre as an optimal acquirer of the company,” says Frode Marc Bohan, chairman of the board of NattoPharma.

“We believe the offer recognizes the financial and strategic value of NattoPharma and delivers an attractive premium to the shareholders,” Bohan affirms. 

Lesaffre is known for its fermentation offerings but also is already an established supplier of vitamin K2. 

Antoine Baule, CEO of Lesaffre, believes that joining forces would help further expand the awareness about and access to the benefits of vitamin K2 to support consumers’ health. 

“We thank the board of directors of NattoPharma for their unanimous support to our friendly approach, and we truly believe that our offer delivers an attractive value for all the shareholders of NattoPharma,” Baule states. “Joining forces with Lesaffre will not add any challenges and will only heighten our ambitions,” says Ramsøy.

Standing out from rivals
Ramsøy adds that NattoPharma was the first company to bring vitamin K2 to market. 

“Since creating this category, the market and rival landscape has grown, and we believe synergies will help us with our commitment to improving quality of life by continuing to provide the only clinically validated vitamin K2 with measurable benefits.”

He also points out that the company’s science is the basis for all industry claims about the benefits of vitamin K2, in particular the claims made by rival K2 suppliers.

“However, this important focus on science among the industry noise in the growing market is getting lost. We believe combining forces will expand the scientific agenda on vitamin K2 thanks to increased investment in both upstream research and clinical trials exploring new benefits.”

Safeguarding science
In the future, driving education and awareness around the increased clinically proven benefits of vitamin K2 supplementation will continue to be a foundation of NattoPharma. Ramsøy says these efforts increase the demand for its customers’ quality products.

“The expanded investment in research will make those efforts even more compelling, and we are confident that consumer awareness of the many benefits of vitamin K2 will only continue to grow. We anticipate a rapidly growing market, convinced that the combined entity’s offering will undeniably appeal to NattoPharma’s customers,” he emphasizes. 

In December, NattoPharma renewed its long-standing relationship with Maastricht University, the Netherlands. In April, the company also welcomed a study from the university that linked better vitamin K status in patients with COVID-19 with improved health outcomes.

Looking to the future, Ramsøy emphasizes that vitamin K2 is expected to grow at a double-digit rate in the next few years. 

“This is fueled by the rise in demand from consumers understanding of health benefits of vitamin K2, including the evidence beyond just bone and heart health. Our mission is to continue to be the driver of the science in the K2 segment and uncover further science-backed benefits,” he concludes.

By Katherine Durrell