Voluntis (Euronext Growth Paris, Ticker: ALVTX – ISIN: FR0004183960), a leader in digital therapeutics, and its reference shareholders (Bpifrance Participations, LBO France Gestion, Debiopharm Innovation Fund, SHAM Innovation Santé, Vesalius Biocapital and Indigo) announced today that following the entry into exclusive negotiations with AptarGroup, Inc. (NYSE: ATR) (“Aptar”) on June 21, 2021, and after completion of the consultation procedure of the employee representative bodies of Voluntis, they have signed a share purchase agreement for the acquisition by Aptar of a majority stake in Voluntis, representing approximately 64.6% of the share capital of Voluntis (on a non-diluted basis), at a price of €8.70 per share.
The completion of the transfer of the block of shares pursuant to the share purchase agreement is expected to occur before the end of the third quarter 2021 and is subject to customary conditions, notably the approval of the French Ministry of Economy under the foreign investment clearance regulations.
After and subject to completion of this acquisition, Aptar will launch a mandatory cash tender offer to acquire Voluntis’ remaining shares for the same price of €8.70 per share (the “Tender Offer”). The Tender Offer would be filed with the French Markets Authority (the “AMF”) in the third quarter of 2021 and will be subject to the regulatory clearance from the AMF.
If the regulatory conditions are met upon completion of the Tender Offer, Aptar intends to implement a squeeze-out on the remaining outstanding shares of Voluntis (on the same financial terms as those of the Tender Offer).
In accordance with applicable law, Voluntis’ board of directors, following the recommendation of the ad hoc committee, appointed Advolis Orfis as independent expert on July 5, 2021 and will issue, notably on the basis of the independent expert’s report opining on the financial terms of the Tender Offer and potential subsequent squeeze-out, and the work of the ad hoc committee, a reasoned opinion on the Tender Offer and its consequences on Voluntis, its shareholders and employees.
Voluntis creates digital therapeutics that empower people with chronic conditions to self-manage their treatment every day, thus improving real-world outcomes. Voluntis’ solutions, combining mobile and web apps, use clinical algorithms to deliver personalized recommendations to patients and their care teams. For example, these recommendations are used to adjust treatment dosage, manage side effects or monitor symptoms. Leveraging its Theraxium technology platform, Voluntis has designed and operates multiple digital therapeutics, especially in oncology and diabetes. Voluntis has long-standing partnerships with leading life science companies. Based in Cambridge, MA, and Paris, France, Voluntis is a founding member of the Digital Therapeutics Alliance