Laboratorio Reig Jofre S.A completed the acquisition of Natraceutical SA from Natra, S.A. and others in a reverse merger transaction.
December 30, 2014 at 11:00 pm EST
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Laboratorio Reig Jofre S.A signed a letter of intent to acquire Natraceutical SA (CATS:NTC) from Natra, S.A. (CATS:NAT) and others in a reverse merger transaction on May 8, 2014. Laboratorio Reig Jofre and Natraceutical signed a merger protocol on June 26, 2014. Laboratorio Reig Jofre S.A. will be integrated into Natraceutical. The resulting company will be investee of Reig Jofre Investments, sole shareholder of Laboratorio Reig Jofre (74%), Natra (13%) and the remaining shareholders of Natraceutical (13%). If merger is approved, NTC will change its name to Laboratorio Reig Jofre, SA and will move its headquarters from Valencia to Barcelona. The transaction is conditional upon the CNMV to grant to Reig Jofre Investments the exemption of formulation of a takeover bid, approval by the antitrust authorities and the General assemblies of shareholders of both Laboratorio Reig Jofre and Natraceutical.
As of October 24, 2014, the transaction was approved by the shareholders of Natraceutical, S.A. and Laboratorio Reig Jofre, S.A. As of December 16, 2014, Comisión Nacional del Mercado de Valores waived today to Reig Jofre Investments SL, sole shareholder of Laboratorio Reig Jofre SA, the obligation to make a takeover bid for the entire share capital of Natraceutical SA as a result of the merger between Laboratorio Reig Jofre and Natraceutical.
As on December 18, 2014, following the granting by the Spanish Stock Exchange Commission (CNMV) to the sole shareholder of Laboratorio Reig Jofre of the exemption from the obligation to make a takeover bid for the entire share capital of Natraceutical, all conditions precedent have been complied and the public deed of the merger of the two companies has been executed. The transaction is expected to become effective before end of 2014.
Nmás1 Corporate Finance, S.A. acted as financial advisor and Garrigues acted as legal advisor to Natraceutical SA. Solventis A.V., S.A. acted as financial advisor and Rosaud Costas Duran acted as legal advisor to Laboratorio Reig Jofre. EY acted as due diligence provider in the transaction. Oriol Tapias, Raul Lopez Moro of BDO Corporate Finance acted as a financial advisor to Laboratorio Reig Jofre S.A and the vendors. KPMG LLP acted as an auditor to Laboratorio Reig Jofre. PricewaterhouseCoopers International Limited acted as an auditor to Natraceutical SA.
Laboratorio Reig Jofre S.A completed the acquisition of Natraceutical SA (CATS:NTC) from Natra, S.A. (CATS:NAT) and others in a reverse merger transaction on December 31, 2014. As of February 2, 2015, the deed of the merger between Natraceutical SA and Laboratorio Reig Jofre SA has been registered in the Commercial Registry of Barcelona. Until further notice, the shares of the new Reig Jofre will continue trading under the ticker symbol NTC.
Laboratorio Reig Jofre SA, formerly Natraceutical SA, is a Spain-based company primarily engaged in the research, development, manufacturing and marketing of drugs. The Companyâs activities are divided into four business divisions: Industrial Services, providing production services for third parties; Pharma, selling own pharmaceuticals under a range of brands, such as Reig Jofre, Medea, Orravan, Bioglan and Sala; Reaserch and Development (R&D) and Regulatory, including the development of indications for existing molecules, as well as generics and molecular diagnostics, among others; and Biotech, offering biopharmaceutical support services, such as analytical and process development, quality control and assurance, as well as stability studies. The Company also provides nutritional cosmetics, and food supplements, among others. It operates worldwide in Europe, Africa, the Americas, Australia and Asia through a number of subsidiaries, including Chiesi Espana SA and Oryzon Genomics SA.
LABORATORIO REIG JOFRE, S.A. 
