PARIS, FRANCE, 24 July 2023 - Ipsen (Euronext: IPN: ADR: IPSEY) announced today
that the Board of Directors of Ipsen has been informed of certain changes of the
shareholders' agreements relating to the concert of its principal shareholders.
The shareholders' agreement(1) made on December 19, 2019, between Highrock
(controlled by Mrs. Anne Beaufour), Beech Tree (controlled by Mr. Henri
Beaufour), MR BMH as well as MR Schwabe, FinHestia, Finvestan and Finveska
(controlled by the Schwabe family), is renewed for a period of three years,
until December 19, 2026. This agreement organizes a voting syndicate mechanism
relating to 28.22% of the capital and 36.14% of the voting rights of Ipsen, for
which the vote at shareholders' meetings is determined by a majority of 75% of
the shares thus agreed.
The Board of Directors was also informed that the shareholders' agreement(2)
entered into by Highrock, Beech Tree and Altawin (controlled by B.I.O. Trust),
formed by Mrs. Anne Beaufour and Mr. Henri Beaufour in December 19, 2019, will
not be renewed and will end in accordance with its terms on December 19, 2023,
at which time the shareholders' agreement, jointly holding 52.06% of the capital
and 66.66% of the voting rights of Ipsen, will end.
These changes do not modify the shareholding held by the various legal entities
linked to Mrs. Anne Beaufour and Mr. Henri Beaufour, and the parties to the
renewed shareholders' agreement(1), holding together 56.62% of the share capital
and 72.36% of Ipsen's voting rights, will therefore continue to act in concert
in relation to Ipsen(3).
The Board of Directors also takes note of the renewed support of the principal
shareholders for the Group's strategy and its Management.
ENDS
(1) As referred as the 'Schwabe shareholders' agreement' in Ipsen's 2022 URD
(2) As referred as the 'Ipsen shareholders' agreement' in Ipsen's 2022 URD
(3) As referred in the attached appendix
For further information:
Ipsen Contacts
Investors
Craig Marks Nicolas Bogler
Vice President, Investor Relations Investor Relations Manager
+44 (0)7584 349 193 +33 6 52 19 98 92
Media
Amy Wolf Ioana Piscociu
VP, Head of Corporate Brand Strategy & Senior Manager
Communications Global Media Relations
+41 79 576 07 23 +33 6 69 09 12 96
Ipsen's forward-looking statements
The forward-looking statements, objectives and targets contained herein are
based on Ipsen's management strategy, current views and assumptions. Such
statements involve known and unknown risks and uncertainties that may cause
actual results, performance or events to differ materially from those
anticipated herein. All of the above risks could affect Ipsen's future ability
to achieve its financial targets, which were set assuming reasonable
macroeconomic conditions based on the information available today. Use of the
words 'believes', 'anticipates' and 'expects' and similar expressions are
intended to identify forward-looking statements, including Ipsen's expectations
regarding future events, including regulatory filings and determinations.
Moreover, the targets described in this document were prepared without taking
into account external-growth assumptions and potential future acquisitions,
which may alter these parameters. These objectives are based on data and
assumptions regarded as reasonable by Ipsen. These targets depend on conditions
or facts likely to happen in the future, and not exclusively on historical data.
Actual results may depart significantly from these targets given the occurrence
of certain risks and uncertainties, notably the fact that a promising medicine
in early development phase or clinical trial may end up never being launched on
the market or reaching its commercial targets, notably for regulatory or
competition reasons. Ipsen must face or might face competition from generic
medicine that might translate into a loss of market share. Furthermore, the
research and development process involves several stages each of which involves
the substantial risk that Ipsen may fail to achieve its objectives and be forced
to abandon its efforts with regards to a medicine in which it has invested
significant sums. Therefore, Ipsen cannot be certain that favorable results
obtained during preclinical trials will be confirmed subsequently during
clinical trials, or that the results of clinical trials will be sufficient to
demonstrate the safe and effective nature of the medicine concerned. There can
be no guarantees a medicine will receive the necessary regulatory approvals or
that the medicine will prove to be commercially successful. If underlying
assumptions prove inaccurate or risks or uncertainties materialize, actual
results may differ materially from those set forth in the forward-looking
statements. Other risks and uncertainties include but are not limited to,
general industry conditions and competition; general economic factors, including
interest rate and currency exchange rate fluctuations; the impact of
pharmaceutical industry regulation and healthcare legislation; global trends
toward healthcare cost containment; technological advances, new medicine and
patents attained by competitors; challenges inherent in new-medicine
development, including obtaining regulatory approval; Ipsen's ability to
accurately predict future market conditions; manufacturing difficulties or
delays; financial instability of international economies and sovereign risk;
dependence on the effectiveness of Ipsen's patents and other protections for
innovative medicines; and the exposure to litigation, including patent
litigation, and/or regulatory actions. Ipsen also depends on third parties to
develop and market some of its medicines which could potentially generate
substantial royalties; these partners could behave in such ways which could
cause damage to Ipsen's activities and financial results. Ipsen cannot be
certain that its partners will fulfil their obligations. It might be unable to
obtain any benefit from those agreements. A default by any of Ipsen's partners
could generate lower revenues than expected. Such situations could have a
negative impact on Ipsen's business, financial position or performance. Ipsen
expressly disclaims any obligation or undertaking to update or revise any
forward-looking statements, targets or estimates contained in this press release
to reflect any change in events, conditions, assumptions or circumstances on
which any such statements are based, unless so required by applicable law.
Ipsen's business is subject to the risk factors outlined in its registration
documents filed with the French Autorité des Marchés Financiers. The risks and
uncertainties set out are not exhaustive and the reader is advised to refer to
Ipsen's latest Universal Registration Document, available on ipsen.com
(https://www.ipsen.com).
APPENDIX
+-------------------+--------------------+-------------------+
|Share Capital |Gross voting rights |Net voting rights |
+-----------+-------+------------+-------+-----------+-------+
|Number of |% |Number of |% |Number of |% |
|shares | |shares | |shares | |
+-----------------+-----------+-------+------------+-------+-----------+-------+
|Beech | | | | | | |
|Tree(()(1)), |21 816 679 |26,03% |43 633 357 |33,02% |43 633 357 |33,26% |
|including: | | | | | | |
+-----------------+-----------+-------+------------+-------+-----------+-------+
|Directly by Beech|8 310 253 |9,92% |16 620 505 |12,58% |16 620 505 |12,67% |
|Tree SA | | | | | | |
+-----------------+-----------+-------+------------+-------+-----------+-------+
|Indirectly |13 506 426 |16,11% |27 012 852 |20,45% |27 012 852 |20,59% |
|through MR BMH | | | | | | |
+-----------------+-----------+-------+------------+-------+-----------+-------+
|Highrock(()(2)) |21 816 679 |26,03% |43 633 358 |33,02% |43 633 358 |33,26% |
+-----------------+-----------+-------+------------+-------+-----------+-------+
|MR Schwabe(()(3))|3 636 455 |4,34% |7 272 910 |5,50% |7 272 910 |5,54% |
+-----------------+-----------+-------+------------+-------+-----------+-------+
|Finvestan(()(3)) |187 923 |0,22% |375 846 |0,28% |375 846 |0,29% |
+-----------------+-----------+-------+------------+-------+-----------+-------+
|Beaufour-Schwabe |47 457 736 |56,62% |94 915 471 |71,84% |94 915 471 |72,36% |
|Concert(()(4)) | | | | | | |
| +-----------+-------+------------+-------+-----------+-------+
Total 83 814 526 |100,00%|132 122 911 |100,00%|131 177 206|100,00%|
------------+-------+------------+-------+-----------+-------+
Note: Based on the monthly shareholding and voting rights declaration as of June
30, 2023, as reported by the company
(1) Beech Tree is a limited company under Luxembourg law whose capital is
controlled on the date of filing of this document, by Henri Beaufour. Beech Tree
controls the limited liability company under Luxembourg law MR BMH, direct
shareholders of Ipsen S.A.
(2) Highrock is a limited liability company under Luxembourg law, the capital
of which is controlled, on the date of filing of this document, by Anne Beaufour
(3) MR Schwabe is a limited liability company under Luxembourg law, the
capital of which is indirectly controlled, on the date of this document by the
Schwabe family. Finvestan is limited liability company under Luxembourg law
controlled by the Schwabe family.
(4) The agreements establishing the concert between the Beaufour family and
the Schwabe family and the sub-concerts were subject to a notice of the French
Autorité des marchés financiers n 219C2985 dated 31 December 2019, as
supplemented by a notice n 220C4199 dated 9 October 2020.
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