三星生物发布收购 PolyPeptide 的正式要约说明书，但核心条款已于7月20日预公告

- Direct subsidiary Samsung Peptide AG acting as formal offeror of the public tender offer
- Publication of offer prospectus follows pre-announcement on July 20, 2026
- Largest individual shareholder committed to tender all of its PolyPeptide shares into offer
- Main offer period expected to last from Sept. 15 to Oct. 12, 2026
INCHEON, South Korea and ZUG, Switzerland, Aug. 31, 2026 /PRNewswire/ -- Samsung Biologics (KRX: 207940.KS), a leading contract development and manufacturing organization (CDMO), through its direct Swiss subsidiary Samsung Peptide AG ("Samsung Peptide"), today published the tender offer prospectus ("Offer Prospectus") for all publicly held registered shares of PolyPeptide Group AG ("PolyPeptide").
PolyPeptide shareholders will receive CHF 44.31 net in cash for each PolyPeptide share, representing an implied aggregate equity value of approximately CHF 1.46 billion. The offer price represents a 40% premium compared with the unaffected price of PolyPeptide's shares on the SIX Swiss Exchange ("SIX") as of April 10, 2026, which was the last trading day prior to the publication of the first media speculation regarding a potential acquisition of PolyPeptide. The offer price represents a premium of 11.6% compared with the volume-weighted average share price over the last 60 trading days prior to the pre-announcement on July 20, 2026.
The Board of Directors of PolyPeptide, acting through its independent and non-conflicted members, unanimously recommends that PolyPeptide's shareholders accept the offer. The recommendation is further supported by an independent fairness opinion from IFBC AG.
Draupnir Holding B.V., PolyPeptide's largest individual shareholder, who holds approximately 55.65% of the total PolyPeptide shares outstanding (excluding treasury shares), has undertaken to tender all of its shares into the offer.
The main offer period commences on Sept. 15, 2026 and is expected to end on Oct. 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 Offer Prospectus. The Offer Prospectus and further offer documentation is available on https://samsungbiologics.com/offer.
Following the 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.
Media Contact
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Victoria Palmer-Moore
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Sam Austrums
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Peter Lambie
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Contact for Institutional Investors and Retail Shareholders
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Institutional investor hotline: +44 204 5136928
Retail investor hotline: +41 43 550 72 52
Sodali has been mandated by Samsung Biologics on behalf of Samsung Peptide as information agent in connection with this offer.
About Samsung Peptide
Samsung Peptide AG, Zug, Switzerland, is a direct subsidiary of Samsung Biologics and was established to act as the formal offeror of the offer.
About Samsung Biologics
Samsung Biologics Co., Ltd., Incheon, Republic of Korea (KRX: 207940.KS) is a leading contract development and manufacturing organization (CDMO), offering end-to-end integrated services that range from late discovery to commercial manufacturing.
With a combined biomanufacturing capacity of 785,000 liters across Bio Campus I and II in Korea, and 60,000 from the acquisition of a manufacturing facility in Rockville, Maryland, U.S., Samsung Biologics holds total global manufacturing capacity of 845,000 liters. Samsung Biologics has also secured land for Bio Campus III, laying the groundwork for future capacity expansion to support next-generation therapies and emerging modalities.
Samsung Biologics leverages cutting-edge technologies and expertise to advance diverse modalities, including multispecific antibodies, fusion proteins, antibody-drug conjugates, and mRNA therapeutics.
By implementing the ExellenS™ framework across its manufacturing network with standardized designs, unified processes, and advanced digitalization, Samsung Biologics ensures plant equivalency and speed for manufacturing continuity.
Samsung Biologics' global manufacturing and commercial network spans Korea, the U.S., and Japan. Samsung Biologics America supports clients based in the U.S. and Europe, while its Tokyo sales office serves the APAC region. Samsung Biologics continues to invest in new capabilities to maximize operational and quality excellence, ensuring flexibility and agility for clients. Samsung Biologics is committed to the on-time, in-full delivery of safe, high-quality biomedicines, as well as to making sustainable business decisions for the betterment of society and global health. For more information, please visit https://samsungbiologics.com.
About PolyPeptide
PolyPeptide Group AG and its consolidated subsidiaries ("PolyPeptide") is a specialized contract development and manufacturing organization (CDMO) for peptide-based active pharmaceutical ingredients. By supporting its customers mainly in pharma and biotech, it contributes to the health of millions of patients across the world. PolyPeptide serves a fast-growing market, offering products and services from pre-clinical to commercial stages. Its broad portfolio reflects the opportunities in drug therapies across areas and with significant exposure to metabolic diseases, including GLP-1. Dating back to 1952, PolyPeptide today runs a global network of six GMP-certified facilities in Europe, the U.S., and India. PolyPeptide's shares (SIX: PPGN) are listed on SIX Swiss Exchange. For more information, please visit polypeptide.com.
Disclosure Notice
The Offer Prospectus, which has been published today, and additional offer documentation is available at https://samsungbiologics.com/offer.
The public tender offer is subject to customary terms and conditions as well as regulatory approvals and is currently expected to be completed by the end of 2026.
This publication does not constitute a prospectus or a similar notice according to articles 35 et seqq. and 69 of the Swiss Financial Services Act, is for information purposes only and does not constitute an offer document or an offer of securities for purchase or subscription, nor a solicitation of an offer to buy or subscribe for securities, in any jurisdiction. The terms and conditions of the tender offer are set out exclusively in the Offer Prospectus, published in accordance with applicable Swiss takeover law, including the Swiss Financial Market Infrastructure Act and the Takeover Ordinance. Investors and holders of PolyPeptide shares are advised to carefully read the Offer Prospectus, as well as all other documents relating to the tender offer, as they contain important information about the offer.
Offer Restrictions
General
The public tender offer for the registered shares with a nominal value of CHF 0.01 each of PolyPeptide as described in the documents available on this website (the "Offer") will not be made, directly or indirectly, in any country or jurisdiction in which it would be illegal or otherwise violate any applicable laws or regulations, or which would require Samsung Biologics Co., Ltd. ("Samsung Biologics"), or any of its direct or indirect subsidiaries, including Samsung Peptide to change or amend the terms or conditions of the Offer in any way, or to submit any additional filing to any governmental, regulatory or other authority, or to perform any additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Any documents relating to the Offer must not be distributed in or sent to any such country or jurisdiction and must not be used for the purpose of soliciting the sale or purchase of securities of PolyPeptide by any person or entity resident or incorporated in any such country or jurisdiction. The terms and conditions of the Offer have been and/or will be published in the Offer documentation. Please visit https://samsungbiologics.com/offer for more information.
Shareholders of PolyPeptide should review the Offer Prospectus and all other Offer documents carefully. The Offer may not be accepted before the expiration of a cooling-off period of ten (10) SIX Swiss Exchange trading days (if not extended by the Swiss Takeover Board), which will run from September 1, 2026.
According to the laws of Switzerland, PolyPeptide shares tendered into the Offer may generally not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for PolyPeptide shares is launched.
United States of America
The Offer will be made for the registered shares of PolyPeptide, a Swiss company whose shares are listed on the SIX, and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States of America (U.S.).
The Offer will be made in the U.S. pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act), subject to the exemption provided by Rule 14d-1(c) under the U.S. Exchange Act (the Tier I Exemption) and Rule 14e-5(b)(10) under the U.S. Exchange Act and any exemptions that may be granted by the U.S. Securities and Exchange Commission (SEC), and otherwise in accordance with the requirements of Swiss law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws.
Any financial statements or figures included or referenced in the Offer Prospectus have been or will be prepared in accordance with the applicable accounting standards of, or recognized in, Switzerland and/or the Republic of Korea, which may not be comparable to the financial statements of U.S. companies.
In accordance with the laws of Switzerland and subject to applicable regulatory requirements, Samsung Biologics and its subsidiaries (including Samsung Peptide) and affiliates or their respective nominees or brokers (acting as agents for Samsung Peptide) may from time to time after the date of the Offer Prospectus, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase PolyPeptide shares or any securities that are convertible into, exchangeable for or exercisable for PolyPeptide shares from their holders who are willing to sell them outside the Offer from time to time, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, and shall comply with applicable laws and regulations in Switzerland and applicable U.S. securities laws, rules and regulations, including Rule 14e-5 under the U.S. Exchange Act (subject to the exemption provided by Rule 14e-5(b)(10) under the U.S. Exchange Act). Any such purchases will not be made at prices higher than the offer price or on terms financially more favorable than those offered pursuant to the Offer, unless the offer price is increased accordingly. Any information about such purchases or arrangements to purchase will be publicly disclosed in the U.S. on https://samsungbiologics.com/offer if and to the extent that such information is made public in accordance with the applicable laws and regulations of Switzerland. In addition, the financial advisor to PolyPeptide and, subject to applicable Swiss and U.S. securities laws, rules and regulations, including Rule 14e-5 under the U.S. Exchange Act (subject to the exemption provided by Rule 14e-5(b)(10) under the U.S. Exchange Act), the financial advisor to Samsung Biologics and its subsidiaries (including Samsung Peptide) and affiliates may also engage in ordinary course trading activities in securities of PolyPeptide, which may include purchases or arrangements to purchase such securities.
It may be difficult for holders of PolyPeptide shares in the U.S. (U.S. Holders) to enforce their rights and any claim they may have arising out of U.S. securities laws, since Samsung Peptide and PolyPeptide are located in non-U.S. jurisdictions, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. Holders may not be able to sue a non-U.S. company or its officers or directors in a U.S. or non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each shareholder of PolyPeptide is urged to consult his or her independent professional advisor immediately regarding the tax consequences of an acceptance of the Offer.
Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this Offer Prospectus. Any representation to the contrary is a criminal offence in the U.S.
U.S. Holders are encouraged to consult with their own legal (including with respect to Swiss law), financial and tax advisors regarding the Offer.
United Kingdom
The communication of this Offer Prospectus is not being made by, and has not been approved by, an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended. In the United Kingdom (U.K.), this communication and any other documents relating to the Offer is/will be directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Order), (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). No communication in respect of the Offer must be acted on or relied on in the U.K. by persons who are not relevant persons. The Offer and any investment or investment activity to which this communication relates is / will be available in the U.K. to relevant persons only and will be engaged in only with relevant persons.
Australia, Canada and Japan
The Offer will not be addressed to shareholders of PolyPeptide whose place of residence, seat or habitual abode is in Australia, Canada, or Japan, and such shareholders may not accept the Offer.
Forward Looking Statements
This announcement contains forward-looking statements that reflect Samsung Biologics' and Samsung Peptide's current expectations and views of future events. These statements can often be identified by terms such as "expect," "intend," "plan," "anticipate," "target," "believe," "will" and similar expressions. They include, among other things, statements relating to the expected timing, structure and completion of the tender offer; the anticipated benefits and synergies of the proposed transaction; and the future business, operations, financial performance and strategy of Samsung Biologics, Samsung Peptide and PolyPeptide.
SOURCE Samsung Biologics