Pharmstandard to allocate retained earnings to spinoff
MOSCOW. Sept 2 (Interfax) - Pharmstandard (RTS; PHST) will allocate the bulk of retained earnings - 26 billion rubles out of 30.65 billion rubles - to a new company, OJSC OTC Pharm, into which the company will transfer its branded, over-the-counter products business.
Company assets were valued at 66.79 billion rubles as of August 23, according to materials prepared for an upcoming meeting of shareholders to vote on reorganization plans. The value of assets will decline to 40.7 billion rubles following the reorganization. Conversely, the value of OTC Pharm's assets will rise to 26 billion rubles.
OTC Pharm will receive rights to 63 trademarks and five patents. It will also receive contracts on production of medicines at other companies in the group and on delivery of raw materials, as well as contracts with distributors.
A number of companies will be transferred into OTC Pharm, including CJSC Vindexpharm (the owner of rights to the Acypol trademark), Donelle Company Limited (Afobazol) and Bever Pharmaceutical (long-term contract for production of substances used in the manufacture of Arbidol and Afobazol). Those companies are worth 22.5 million rubles.
The new company will have charter capital totaling 15.117 million rubles split into 151.17 million ordinary shares. OTC Pharm shares will be distributed among Pharmstandard shareholders.
OTC Pharm's board of directors will have five members. The Pharmstandard board of directors approved the list of candidates for seats, including four Pharmstandard employees - head of marketing for gynecological OTC products Sergei Ageev, manager for work with investment funds Irina Bakhturina, Deputy General Director for Marketing and Promotion Olga Mednikova and head of marketing for therapeutic and preventive OTC products Stanislav Reshetnikov - and independent director Svetlana Kalinina.
Mednikova has been appointed general director of OTC Pharm.
Shareholders will vote on the reorganization at a meeting on September 27. The reorganization must be supported by shareholders representing no less than 75% of shares voted at the meeting.
Pharmstandard shareholders who oppose the reorganization will have until November to present their shares for purchase at 2,180 rubles per ordinary share.
Pharmstandard, which held an IPO in 2007, has not paid a dividend since 2006.
A controlling 54.31% stake in Pharmstandard is owned by Augment Investments Ltd, the beneficiaries of which are Viktor Khariton and Yegor Kulkov. Pharmstandard-Leksredstva, a 100% subsidiary, owns 18.74% of shares in the parent company. Another 17.64% circulates on the LSE and 9.31% on the Moscow Exchange.