AMF Grants Beech Tree Exemption From Mandatory Takeover Bid for Ipsen

Beech Tree has obtained an exemption from the French Financial Markets Authority (Autorité des marchés financiers) regarding the obligation to submit a public tender offer for all shares of Ipsen S.A. The announcement was made by Ipsen on April 3, 2026.

The decision, identified as Decision No. 226C0456 and dated April 2, 2026, relates to Beech Tree’s significant holding in the biopharmaceutical company. Beech Tree directly and indirectly holds 33.05% of the voting rights and 26.03% of the share capital of Ipsen S.A.

Transfer of Stake to Alasol Foundation

The exemption was granted in connection with the transfer of Mr. Henri Beaufour’s stake in Beech Tree to the Alasol Foundation. This transfer is governed by a specific agreement involving Altawin, the Alasol Foundation, and Beech Tree.

Under the terms of this governance agreement, the Alasol Foundation has committed to retaining its shares in Beech Tree for a minimum period of 15 years, which corresponds to the initial duration of the agreement.

The agreement further stipulates that the Alasol Foundation will not interfere in the management of Beech Tree’s stake in Ipsen S.A. This non-interference is intended to align with the principle of specialization and respect Beech Tree’s autonomous governance bodies.

Governance and Strategic Alignment

The governance framework established by the agreement includes several key provisions to maintain stability and strategic continuity:

• The veto rights held by Altawin, as outlined in the bylaws of Beech Tree, are formally recognized.
• Beech Tree is committed to managing its direct and indirect interests in Ipsen in accordance with the governance practices and strategic orientations that were in place during the tenure of Mr. Henri Beaufour.
• The Alasol Foundation has agreed to ensure that these strategic orientations and practices are implemented.

the agreement provides for coordination between Altawin, Beech Tree, and the Alasol Foundation. This coordination is required whenever necessary and must occur prior to any general meeting of Ipsen S.A. Shareholders or Beech Tree shareholders to ensure the parties reach a common position.

Ipsen is a global biopharmaceutical company that focuses on developing medicines for three primary therapeutic areas: Neuroscience, Rare Disease, and Oncology.