Public announcement

Investment agreement in KORRES

 

 

North Haven Private Equity Asia IV, L.P., a private equity fund managed by Morgan Stanley, through NHPEA Maiden Holding B.V. (“NHPEA”), Profex Inc. (“Profex”), a specialty distributor of dermo-cosmetic products in the People's Republic of China and Giorgos Korres shareholder of KORRES S.A. NATURAL PRODUCTS (KORRES) informed KORRES and they all announce the following investment agreement:

 

• Giorgos Korres and certain members of his family have agreed to contribute (contribution in kind) to Nissos Holdings (CY) Ltd., (“Nissos”),  which is currently wholly owned by Giorgos Korres, shares representing approximately 30% of the share capital of KORRES (Giorgos Korres approximately 24% and certain members of his family approximately 6%) in exchange for equal shares and percentage in Nissos.

 

• NHPEA and Profex have agreed to subscribe for shares in Nissos 56% and 14% respectively. NHPEA and Profex will subscribe for cash, 48.3m euro in total.

 

• Nissos has agreed to purchase shares, representing approximately 52.3% of the share capital of KORRES, (approximately 6.6% of the share capital of KORRES held by Giorgos Korres and approximately 45.7% held by other shareholders), at a price of 5.08 per share.

 

Completion of all the steps set out above is conditional on, among other things, consent by the lending banks of Korres.

 

After completion of the above Nissos will hold more than 82% of Korres and will therefore launch a mandatory takeover offer pursuant to the provisions of Greek law 3461/2016 in order to acquire the remaining shares of Korres.

 

Within the above framework, it has also been agreed that Profex and KORRES will enter into an exclusive license and supply agreement by virtue of which Profex will undertake the distribution of KORRES products in the People's Republic of China, Hong Kong and Macau.

 

It is envisaged that following completion of the MTO, a capital increase of up to €10,000,000 will be implemented by the shareholders of Nissos in order to fund the future expansion of the Korres group.

 

 

NHPEA Maiden Holding B.V. is an entity wholly-owned and incorporated by North Haven Private Equity Asia IV, L.P. (“NHPEA IV, L.P.”). NHPEA IV, L.P. is a US$ 1.7 billion closed-end private equity fund managed and controlled by a general partner that is a subsidiary of Morgan Stanley, a listed company on the New York Stock Exchange. NHPEA IV L.P. is the fourth vintage Asia private equity fund managed by Morgan Stanley and the funds have been investing in the region for over 20 years. The funds have made investments in different sectors including consumer, retail, financial and healthcare services etc., in both listed firms and private non-listed firms (the information on the investments of the funds in Asia managed by Morgan Stanley is disclosed on the website,  

https://www.morganstanley.com/im/en-us/institutional-investor/strategies/private-credit-and-equity/asia-pacific-private-equity.html).

 

 

Profex is a pioneering specialty company in China with a leadership position in dermatology and skincare. Profex has 3 complementary businesses: Pharmaceuticals, Consumer Health and Medical Aesthetics, and employs over 500 dedicated team members. Profex was founded in 2001 with a mission to help make the world healthier and happier. It licenses, acquires and markets dermatological and skincare products for the China market. Over the years, Profex has built strong consumer healthcare brands in China. Profex is excited about the prospect of working with the outstanding Greek company KORRES -- and offering Chinese consumers the opportunity to experience and embrace a uniquely natural and effective cosmetic brand like KORRES.

To learn more about Profex, please visit the website: http://www.profex.com