PolyPeptide Samsung board slate approved while settlement waits on clearances

The PolyPeptide Samsung board slate is now approved. At an extraordinary general meeting in Baar on 26 October 2026, shareholders of the Swiss peptide contract maker backed every proposal from its directors, electing five people to a board that takes office only when Samsung Peptide AG pays for the tendered shares. They also voted to strip share transfer and voting caps from the articles of association. Settlement still waits on merger and foreign investment clearances, and no change to PolyPeptide's six plants has been announced.

What the extraordinary general meeting decided

PolyPeptide said shareholders approved all of the board's proposals at the meeting, held at a hotel in Baar, the town in the canton of Zug where the group has its head office. The new board has five members: John Chongbo Rim, Seungho Ryu, Cheol Woo Ryu, Mihyun Yang and Joonkyung Seong. Rim, the chief executive of Samsung Biologics, was elected chair. Cheol Woo Ryu and Seungho Ryu also take the two seats on the remuneration and nomination committee. Each mandate runs only until the close of the next annual general meeting. The release gave no attendance or vote counts, and it did not say which current directors will step down. Under the PolyPeptide Samsung board plan, none of the five takes office on the day of the vote.

The timing is the detail that matters. Every election is conditional on, and takes effect at, settlement of the tender offer by Samsung Peptide AG, the wholly owned subsidiary that Samsung Biologics uses as the formal bidder. A second resolution removes two Swiss style protections from the articles: the limits on registering share transfers, known as Vinkulierung, and the caps on voting rights. That change also waits until the conditions in the offer prospectus of 31 August 2026 are met or waived, with one exception, the condition in section B.7.1(e). The release did not describe that clause. Together the two votes clear the governance items that Samsung listed among its open conditions on 16 October, leaving regulatory approval as the main step still ahead.

The tender offer conditions still open

Samsung Peptide's definitive interim result, published on 16 October, showed 29,014,418 shares tendered by the close of the main offer period on 12 October. That was 87.88% of the shares the offer covers, well above the minimum of two thirds. On that basis Samsung declared the offer successful, subject to the conditions still pending. The minimum acceptance condition and the condition on no material adverse effect were both reported as met. The open items named regulatory approvals in certain jurisdictions, the removal of the transfer and voting limits, and the election of the people Samsung Biologics nominated to the board at an extraordinary meeting. The 26 October vote ticks off the last two items, so the PolyPeptide Samsung board change now depends mainly on regulators.

The 26 October vote ticks off the last two items, so the PolyPeptide Samsung board change now depends mainly on regulators.

Those approvals are merger control and foreign direct investment clearances, set out in section B.7.1(b) of the prospectus, and the company did not name the countries involved. Because of them, the settlement date of 13 November 2026 given in the prospectus is expected to be pushed back. Samsung said completion is now expected toward the end of 2026 or in the first quarter of 2027. An additional acceptance period of ten trading days, from 19 to 30 October, lets holders who stayed out still tender at the same price, and final figures follow once it closes. After settlement, Samsung Peptide intends to squeeze out the remaining public shareholders and ask SIX Exchange Regulation to delist the shares from the Swiss exchange.

The offer price and the main shareholder

The terms have not changed since the prospectus. Samsung Peptide offers CHF 44.31 in cash for each registered share, which values PolyPeptide's equity at about CHF 1.46 billion. According to the prospectus release, that price is 40.0% above the CHF 31.65 close on 10 April 2026, the last trading day before media first reported a possible deal. It is 11.6% above the 60 day volume weighted average of CHF 39.72 before the bid was announced in advance on 20 July. The independent and non conflicted directors recommended the offer unanimously, supported by a fairness opinion from IFBC AG. Samsung Biologics and PolyPeptide signed their transaction agreement on 17 July 2026, three days before the bid became public.

The outcome was never in much doubt because of one holder. Draupnir Holding B.V., the largest individual shareholder with about 55.65% of shares outstanding excluding treasury shares, committed to tender its entire stake, which alone covered most of the two thirds threshold. Our earlier report on the tender set out how the main offer period closed. For readers who follow who owns peptide capacity, the board vote matters because control of the board lets a buyer set capital spending, plant priorities and customer terms. Until settlement, the current board and management under chief executive Juan Jose Gonzalez stay in charge, and PolyPeptide keeps reporting as a company listed on SIX Swiss Exchange.

What the peptide CDMO brings to Samsung Biologics

The peptide CDMO that Samsung is buying grew quickly this year. PolyPeptide reported first half 2026 revenue of EUR 236.6 million, up 41.6% on a year earlier, and EBITDA of EUR 49.1 million against EUR 4.4 million. Metabolic therapeutics, the area that includes GLP 1 medicines, grew 72.7% and made up 68.4% of revenue. The company said commercial revenue rose 35.8%, helped by high use of its new large scale capacity in Braine-l'Alleud, Belgium, which ran at its target rate. Capital spending reached EUR 41.3 million, or 17.5% of revenue. In August the company raised its 2026 outlook to revenue growth of 25% to 30% at constant currency, with an EBITDA margin in the high teens.

The expansion list is where the supply question sits. According to the first half report, the planned doubling of solid phase peptide synthesis capacity in Malmö, Sweden, has finished construction and is being commissioned. New capacity in Strasbourg, France, is due to ramp up in the second half of 2026, while work in Ambernath, India, and a downstream expansion in Torrance in the United States continue. Samsung Biologics counts its own capacity in bioreactor litres, 845,000 across Korea and Rockville, Maryland, which is cell culture rather than peptide synthesis. Rival maker Bachem is starting its new Bubendorf building in stages. Neither buyer nor seller has said whether the PolyPeptide Samsung board will change these projects.

Conclusion

PolyPeptide shareholders have done their part. The 26 October vote elects the PolyPeptide Samsung board and lifts the transfer and voting limits, but both steps wait for settlement, which in turn waits for merger and foreign investment clearances in countries not named. Samsung expects to complete toward the end of 2026 or early in 2027, then squeeze out minority holders and delist. The facts to watch are the final tender count after 30 October, the clearance dates, and any spending plan for the Malmö, Strasbourg, Ambernath and Torrance expansions.