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No thanks. Hypera rejects merger with EMS and casts doubt on rival’s governance

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Hypera rejects merger proposal with EMS

Hypera’s board of directors rejected the proposal for the acquisition of shares and business combination made by EMS, controlled by the NC Farma group, according to a relevant fact released this Thursday (24) by the pharmaceutical company.

“After analyzing the proposal, together with its external advisors, the board of directors unanimously decided to reject it, without initiating negotiations on the matter,” stated the company.

Among the arguments for refusing EMS, Hypera cited that the companies have an “absolutely different” organizational culture and corporate governance practices, since Hypera has been a publicly-held company since 2008, and EMS is a privately held family company.

The target company for the acquisition also highlighted that the proposal “significantly underestimates the value” of the company. Hypera added that EMS’ product portfolio is not aligned with the segments it assesses as strategic.

READ MORE: Gerovital with Engov: EMS proposes merger with Hypera to create the largest pharmaceutical company in Brazil

In a relevant fact, Hypera also stated that it “regrets” that the proposal was sent to the company at the same time as it was published in the press and with the auction underway, and that it “will look after the interests of the company and its shareholders” and the “compliance with the rules applicable to the securities market”.

The company reinforced that management remains focused on executing the working capital optimization strategy, which has “huge potential to generate value for its long-term shareholders”.

Trading history

Last Monday, Hypera announced that it had received an offer from EMS for up to 20% of the company’s shares at a price of R$30 per share, aiming to combine the businesses of both, which would create the largest pharmaceutical laboratory in Brazil.

The announcement occurred during the trading session, causing Hypera’s shares, which had collapsed that day, to change course, closing the day up 1.91%, at R$26.16.

READ MORE: Owner of buscopan and neosaldina makes adjustments in search of R$2.5 billion more in cash

Earlier, on the same day, the shares fell by more than 17% in the wake of the repercussion of preliminary data from the third quarter and a new payment term policy granted to customers in order to optimize working capital.

On Wednesday (23), the shares closed down 2.81%, at R$27.32.

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