Samsung Biologics

207940 · KOSPI · Health Care · LARGE CAP

[Attachment added] Material event report (equity acquisition)

Samsung Biologics Co., Ltd. decided on July 17, 2026 to acquire up to 33,016,411 shares (100%) of Swiss peptide CDMO PolyPeptide Group AG via tender offer at CHF 44.31 per share (about US$1.83B), funded by cash on hand and borrowings, with settlement expected around November 30, 2026, pending at least two-thirds acceptance and regulatory clearances.

M&A([Attachment added] Material event report (equity acquisition))· FILED 2026-07-20· RCEPT 20260720000001

A later amendment corrects this filing, so the terms on this page may be out of date. See the latest version (2026-10-16) →

What happened

Material Event Report (Decision to Acquire Shares and Equity Securities of Another Company) 6.0 Samsung Biologics

Material Event Report / Matter Subject to Exchange Disclosure Obligation To: Financial Services Commission / Korea Exchange Date: July 20, 2026 Company name: Samsung Biologics Co., Ltd. Representative director: Lim John-jong-bo (as stated in the filing) Head office address: 300 Songdobio-daero, Yeonsu-gu, Incheon Phone: 032-455-3114 Website: http://www.samsungbiologics.com Preparer: Head of Management Support Center Yoo Seung-ho, Phone: 032-455-3114

Decision to Acquire Shares and Equity Securities of Another Company

1. Issuing company: Company name PolyPeptide Group AG; Nationality Switzerland; Representative Juan Jose Gonzalez; Capital stock (KRW) 612,742,956; Relationship to the Company: none; Total shares issued (shares) 33,125,001; Main business: peptide CDMO. Third-party-allotment new-share acquisition within the past 6 months: not applicable. 2. Acquisition details: Number of shares to be acquired (shares) 33,016,411; Acquisition amount (KRW) (A) 2,706,163,546,103; Total assets (KRW) (B) 11,060,741,976,837; (A) as % of (B) 24.47%; Equity (KRW) (C) 7,451,110,647,985; (A) as % of (C) 36.32%. 3. Shares owned and equity ratio after the acquisition: Shares owned (shares) 33,016,411; Equity ratio (%) 100. 4. Purpose of the acquisition: To strengthen business competitiveness by acquiring a peptide CDMO company. 5. Expected acquisition date: November 30, 2026. 6. Counterparty: Company name Draupnir Holding B.V. and other tendering shareholders; Capital stock (KRW) 685,078,200,000; Main business: holding-company and management-consulting business; Head office address: Siriusdreef 29, 2132WT Hoofddorp, Netherlands; Relationship to the Company: none. 7. Payment of the transaction price: form - cash; timing - within 10 trading days after the tender offer ends and antitrust clearance is obtained; funding method - the Company's own funds and borrowings. 8. External valuation: Yes. Basis: for use as an attachment to the material event report filed with the Financial Services Commission under Article 161 of the Financial Investment Services and Capital Markets Act and Article 171 of its Enforcement Decree. Reason: to provide reference material on the fairness of the acquisition price and for use as that attachment. External valuation institution: Anjin Accounting Corporation. Period: July 14 - July 17, 2026. Opinion: based on the valuer's analysis, the per-share value of the shares to be acquired was estimated to range from CHF 31.43 to CHF 63.22; accordingly, no grounds were found to consider the Company's acquisition price of CHF 44.31 per share inappropriate from a materiality standpoint, taking into account precedent control-premium transactions involving listed companies. 9. Board resolution date (decision date): July 17, 2026 - Outside directors in attendance: 4; absent: 0 - Attendance of auditor (audit committee member who is not an outside director): none. 10. Whether this is a backdoor listing: No. Plans for a third-party allotment capital increase within 6 months: No. 11. Whether the issuing company meets backdoor-listing requirements: Not applicable. 12. Whether subject to Fair Trade Commission reporting: Not applicable. 13. Whether a put option or similar agreement was entered into: No.

Notes: 1) The "capital stock" under "1. Issuing company" is calculated by applying the initial trading exchange rate on July 16, 2026 (CHF/KRW 1,849.79) to CHF 331,250.01; "total shares issued" is as of the filing date. 2) The "number of shares to be acquired" under "2." is the expected maximum acquisition quantity (total shares issued 33,125,001 less 108,590 treasury shares); the actual number acquired and resulting ownership/equity ratio may differ depending on the tender results. "Acquisition amount (A)" is calculated by applying the July 16, 2026 rate (CHF/KRW 1,849.79) to CHF 1,462,957,171.41 (the CHF 44.31 tender price multiplied by the 33,016,411 shares); the actual amount may differ depending on tender results and the exchange rate at completion. "Total assets (B)" and "Equity (C)" are based on the Company's consolidated financial statements under Korean IFRS as of December 31, 2025. 3) The "equity ratio" under "3." is shares owned divided by total issued shares less treasury shares. 4) The "expected acquisition date" under "5." is the expected settlement date; the specific schedule may change depending on the tender offer process and regulatory approvals (including antitrust and foreign-investment approvals). 5) The "capital stock" under "6. Counterparty" is calculated by applying the July 16, 2026 rate (EUR/KRW 1,707.36) to EUR 401,250,000. 6) For other details, see the attached external valuation institution's opinion letter.

14. Future plans for corporate restructuring: As of this report, no specific plan has been determined. 15. Other material matters for investors' reference: - The Company plans to acquire the issuing company's shares, listed on the Swiss stock exchange, by tender offer, either directly or through a Swiss subsidiary to be established before the tender offer launches; it will disclose once the tender offer purchaser is finally determined. - Draupnir Holding B.V., the issuing company's largest shareholder, has committed to tender all 18,375,000 shares it holds as of this report (equity ratio 55.65% = 18,375,000/33,016,411) into this tender offer. - The tender offer is conditioned on shares validly and irrevocably tendered by the end of the tender period (including the largest shareholder's committed shares) totaling at least approximately 66.7% (=2/3) of the issuing company's fully diluted capital stock (the "minimum tender condition"); if unmet, no tendered shares will be purchased. - If the minimum tender condition or other conditions are not satisfied or waived, this acquisition may not take place. - Part of the consideration is planned to be funded by borrowings, but other funding methods may be considered; the Company will file an amended disclosure once specific terms are finalized. - The above is subject to change depending on the progress of the tender offer and related approvals, and the Company will file an amended disclosure if any material matter changes and is finally determined. Related disclosures: none.

[Summary Financial Position of the Issuing Company] (Unit: KRW millions) Current year (end of 2025): Total assets 1,410,209; Total liabilities 828,686; Total equity 581,523; Capital stock 613; Revenue 669,198; Net income -36,143; Audit opinion unqualified; Auditor BDO Ltd Prior year (end of 2024): Total assets 1,291,748; Total liabilities 681,803; Total equity 609,944; Capital stock 613; Revenue 578,402; Net income -33,403; Audit opinion unqualified; Auditor BDO Ltd Year before that (end of 2023): Total assets 1,176,521; Total liabilities 525,633; Total equity 650,888; Capital stock 613; Revenue 554,641; Net income -87,827; Audit opinion unqualified; Auditor BDO Ltd 1) The current year is based on consolidated financial statements as of the end of 2025, the prior year as of the end of 2024, and the year before that as of the end of 2023. 2) The above table applies the initial trading exchange rate on July 16, 2026 (EUR/KRW 1,707.36, CHF/KRW 1,849.79).

Filed2026-07-20, [Attachment added] Material event report (equity acquisition)
SourceDART rcept 20260720000001 → open original filing

Versions of this filing

  1. 2026-07-20Original (this page)
  2. 2026-08-28Amendment 1
  3. 2026-10-16Amendment 2

Source: DART. Information only, not investment advice.

For informational purposes only. This is not investment advice, a recommendation, or a solicitation to buy or sell any security. Do your own research; any investment decision is your own responsibility.

Data from DART, Korea's official corporate-filing system. Data sourced from official DART filings. Accuracy is not guaranteed. Figures are as of the date shown. As of 2026-07-20 (KST). · Converted at 1 USD ≈ ₩1,325 (rate of 2026-10-21).