- Agreement Announced on the Australian Stock Exchange and SIX Swiss Exchange 14 December, 2021
- Expands CSL’s leadership across an attractive portfolio focused on Renal Disease, and Iron Deficiency
- Complements CSL’s existing therapeutic focus areas including Hematology and Thrombosis, Cardiovascular-Metabolic, and Transplant, and high quality pipeline
- CSL’s global scale, R&D capabilities and resources augment the delivery of Vifor Pharma’s products to patients globally
- All-cash tender offer of US$179.25 per Vifor Pharma share, representing an aggregate equity value for Vifor Pharma of US$11.7 billion / A$16.4 billion1
- Tender offer is unanimously recommended for acceptance by Vifor Pharma’s Board of Directors
- Patinex AG, Vifor Pharma’s largest shareholder holding 23% of Vifor Pharma’s share capital, has agreed to tender its shares
- Expected to be low-to-mid teens NPATA per share accretive in the first full year of CSL ownership2 , including full run rate cost synergies3
- US$12.3 billion / A$17.2 billion all-cash acquisition consideration4 to be funded through a combination of A$6.3 billion (US$4.5 billion) fully underwritten Placement, US$6.0 billion / A$8.4 billion new debt and existing cash / undrawn facilities.
MELBOURNE, Australia and ST. GALLEN, Switzerland I December 14, 2021 I Global biotechnology leader CSL Limited (ASX: CSL; USOTC:CSLLY) and Vifor Pharma Ltd (SIX:VIFN; ISIN:CH0364749348), a global specialty pharmaceutical company with leadership in Iron Deficiency, Nephrology & Cardio-Renal Therapies, today announced that they have entered into a definitive agreement for CSL to launch an all-cash public tender offer to acquire all publicly held Vifor Pharma shares for US$179.25 per Vifor Pharma share, for an aggregate equity value for Vifor Pharma of US$11.7 / A$16.4 billion.
The transaction, which has been unanimously approved by both companies’ Boards of Directors, further advances CSL’s 2030 strategy to create value by adding a high- growth, cash generative and sustainable business which complements and expands the global leadership positions of CSL’s two business units, CSL Behring and Seqirus.
“Vifor Pharma enhances CSL’s patient focus and ability to protect the health of those facing a range of rare and serious medical conditions. It brings an outstanding team and a leading portfolio of products across Nephrology, Dialysis and Iron Deficiency therapies and a proven partnering and business development and licensing strategy. Vifor Pharma will also expand our presence in the rapidly growing nephrology market, while giving us the opportunity to leverage our complementary scientific expertise” said Paul Perreault, Chief Executive Officer and Managing Director of CSL.
“The combination with Vifor Pharma is expected to be financially compelling for our shareholders while expanding and diversifying our revenue base. It is expected to be immediately earnings accretive in the first full year of CSL ownership, and can be executed while retaining our balance sheet strength. Vifor Pharma offers CSL near-term value along with a clear path to long-term sustainable growth,” Mr Perreault concluded.
“Vifor Pharma’s strategy has been to focus towards continuing being a market leader in iron deficiency, nephrology and cardio-renal therapies.” Jacques Theurillat, Chairman of the Board of Directors Vifor Pharma Group commented. “The offer provides an excellent strategic opportunity for Vifor Pharma to optimize future market opportunities from a from a position of strength and to create substantial value for all stakeholders.”
CSL has a long-standing and committed presence in Switzerland, where it has been an active corporate citizen since 1949 and currently has a team of more than 1,800 people on the ground in R&D, manufacturing and other operations. Since 2000, CSL Behring has invested CHF 1,257 million into its Bern facilities to meet the growing global patient demand for its immunoglobulin medicines.
“We are excited about deepening our commitment to the Swiss and Global market through the addition of Vifor Pharma to the CSL family, which will add more than 2,600 skilled and talented employees to our global team. We look forward to growing the combined company together with them,” said Mr Perreault.
Strategic and Financial Rationale
Expands Leadership Positions and Diversifies CSL’s Business Model
- The transaction expands CSL’s portfolio breadth with the addition of 10 commercialised products including Ferinject / Injectafer, Venofer, Veltassa, and soon Korsuva, adding leadership positions across multiple franchises.
- The combined company will have an expanded pipeline of 37 products across development phases, representing an increase of 37% from CSL’s current standalone pipeline, with up to four product launches expected in 2022 / 23.
Complements CSL’s Existing Therapeutic Focus Areas
- Complementary portfolio across CSL’s existing therapeutic focus areas including Hematology and Thrombosis, Cardiovascular-Metabolic, and Transplant
- Vifor Pharma also provides access to logical new adjacencies across Nephrology, Dialysis and Iron Deficiency with strong market positions and growth opportunities in each area
- Recently approved drugs – Tavneos and Korsuva – offer significant commercial momentum across these new adjacent focus areas
Differentiated Platform in Attractive Nephrology Market Drives Durable Growth
- Vifor Pharma is a “partner of choice” for innovation and partnering in nephrology due to its synergistic joint venture (VFMCRP, or Vifor Pharma Fresenius Medical Care Renal Pharma) with Fresenius Medical Care, the global leader in dialysis, combined with Vifor Pharma’s clinical and commercial expertise.
- Vifor Pharma has announced the acquisition of two companies and formed more than a dozen business development partnerships spanning multiple assets and geographies over the last six years, strengthening and deepening its product portfolio and innovation pipeline.
- The nephrology market is experiencing rapid growth with over US$25 billion5 estimated relevant market in 2026 with significant pipeline opportunities driven by an aging population and increased prevalence of chronic kidney disease risk factors such as diabetes and heart disease.
Offer Details
CSL has offered to acquire Vifor Pharma in an all-cash public tender offer to acquire all publicly held Vifor Pharma shares for US$179.25 per Vifor Pharma share, payable in U.S. dollars. The Tender Offer represents an acquisition consideration of approximately US$12.3 billion, equivalent to A$17.2 billion. It represents an implied premium of approximately 40% to the last closing price of Vifor Pharma shares on the SIX on 1 December, 2021.
The Transaction is to be to be funded via:
- A fully underwritten institutional placement (“Placement”) of A$6.3 (US$4.5 billion);
- A fully committed debt bridge facility of US$6.0 / A$8.4 billion; and
- Existing cash / undrawn facilities of US$2.0 / A$2.8 billion.
CSL will also undertake a non-underwritten Share Purchase Plan (“SPP”) to eligible CSL shareholders7 in Australia and New Zealand targeting to raise up to A$750 million (US$534 million).
The Transaction remains subject to the various customary closing conditions as set out in the Pre-Announcement of Tender Offer published today.
Advisors
PJT Partners is acting as lead financial advisor to CSL. BofA Securities and Goldman Sachs are also acting as financial advisors to CSL. Credit Suisse is acting as Tender Offer Manager in Switzerland and financial advisor to CSL. Gresham Advisory Partners Limited is acting as an independent advisor to the Board of Directors of CSL.
Homburger AG, Simpson Thacher & Bartlett LLP, and Allens are acting as joint legal advisors to CSL.
Further Information
Further information in relation to the Transaction, Placement and SPP are set out in the investor presentation released to the Australian Stock Exchange. The investor presentation contains important information including details about key risks and international offer restrictions with respect to the Placement.
Media Contact Details
CSL
Australia / Asia Pacific
Citadel Magnus
Catherine Strong
P: +61 406 759 268
E: cstrong@citadelmagnus.com or media@csl.com.au
Switzerland / Europe
IRF
Martin Meier-Pfister
P: + 41 432 448 140
E: meier-pfister@irf-reputation.ch
United States / Rest of World
Kekst CNC
Anntal Silver
P: +1 212 518 6485
E: anntal.silver@kekstcnc.com
Nick Capuano
P: +1 917 842 7859
E: nicholas.capuano@kekstcnc.com
Media call Tuesday 14 December
5:15pm AEDT, 7:15am CET, 1:15am EST
Media conference call with CSL’s Chief Executive Officer and Managing Director, Mr Paul Perreault and CSL’s Chief Financial Officer, Ms Joy Linton.
Participants must pre-register for the conference by navigating to https://s1.c-conf.com/diamondpass/10018531-asm661.html
A calendar invite and passcode will be emailed upon registration.
About CSL
CSL (ASX: •; USOTC: •) is a leading global biotechnology company with a dynamic portfolio of life-saving medicines, including those that treat hemophilia and immune deficiencies, as well as vaccines to prevent influenza. Since our start in 1916, we have been driven by our promise to save lives using the latest technologies. Today, CSL — including our two businesses, CSL Behring and Seqirus- provides life-saving products to more than 100 countries and employs more than 25,000 people. Our unique combination of commercial strength, R&D focus and operational excellence enables us to identify, develop and deliver innovations so our patients can live life to the fullest. For more information visit csl.com. www.CSL.com
About Vifor Pharma
Vifor Pharma is a global pharmaceuticals company. It aims to become the global leader in iron deficiency, nephrology and cardio-renal therapies. The company is a partner of choice for pharmaceuticals and innovative patient-focused solutions. Vifor Pharma strives to help patients around the world with severe and chronic diseases lead better, healthier lives. The company develops, manufactures and markets pharmaceutical products for precision patient care. Vifor Pharma Group holds a leading position in all its core business activities and consists of the following companies: Vifor Pharma and Vifor Pharma Fresenius Medical Care Renal Pharma (a joint company with Fresenius Medical Care). Vifor Pharma Group is headquartered in Switzerland, and listed on the Swiss Stock Exchange. For more information, please visit viforpharma.com.
More information can be found here
Legal Disclaimers
Important Additional Information
The tender offer described herein has not yet commenced. This release is for informational purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any registered shares or other equity securities in Vifor Pharma Pharma Ltd., nor shall it form the basis of, or be relied on in connection with, any contract therefor. This release is not part of the offer documentation relating to the tender offer. Main terms and conditions of the tender offer have been published in today’s Pre-Announcement of the tender offer, and full details including terms and conditions will be published in the tender offer prospectus. Shareholders of Vifor Pharma Ltd. are urged to read the tender offer documents, which are or will be available at www.CSLtransaction.com.
Certain Offer Restrictions
The tender offer will not be made, directly or indirectly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require CSL or any of its subsidiaries to change or amend the terms or conditions of the tender offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the tender offer. It is not intended to extend the tender offer to any such country or jurisdiction. Any such documents relating to the tender offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of Vifor Pharma Ltd. by any person or entity resident or incorporated in any such country or jurisdiction.
The tender offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), subject to either (i) the exemptions provided by Rule 14d-1(c) under the U.S. Exchange Act (the “Tier I Exemption”) and Rule 14e-5(b)(10) under the U.S. Exchange Act or (ii) the exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act (the “Tier II Exemption”) and Rule 14e-5(b)(12) under the U.S. Exchange Act and any exemptions that may be granted by the U.S. Securities and Exchange Commission (“SEC”) and otherwise in accordance with the requirements of Swiss law. Accordingly, the tender offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. Neither the SEC nor any securities commission of any State of the United States has (a) approved or dis-approved of the tender offer; (b) passed upon the merits or fairness of the tender offer; or (c) passed upon the adequacy or accuracy of the disclosure in the Pre-Announcement of the tender offer or, when the tender offer is commenced, the tender offer prospectus. Any representation to the contrary is a criminal offence in the United States.
The communication is not being made by, and has not been approved by, an “authorised person” for the purposes of Section 21 of the U.K. Financial Services and Markets Act 2000.
Reference is made to the Pre-Announcement of the tender offer published today for full offer restrictions.
1Based on the USD:AUD exchange rate of 1.406 as of 13 December 2021.
2NPATA per share reflects net profit after tax excluding amortisation (post-tax) and excludes one-off transaction costs and integration costs. The Transaction is also expected to be immediately EPS accretive in the first full year of CSL ownership (expected to be FY23) on an EPS reported basis including the amortisation of intangibles recognised as a result of the acquisition based on a preliminary estimate of purchase price accounting.
3Full run rate annual pre-tax cost synergies of US$75 million expected to phase in over three years post acquisition close.
4Total acquisition consideration based on offer price of US$179.25 per share, fully diluted shares on issue of 65 million, and debt of CHF 540 million. CHF converted to USD at spot FX of 1.083 as at 13 December 2021. Excludes transaction costs.
5Evaluate Pharma and Vifor analysis, excluding metabolic syndrome.
6Based on the CHF:USD exchange rate as of 1 December 2021, the last closing price of Vifor Pharma on the SIX prior to public speculation regarding a potential transaction.
7Eligible shareholders with a registered address in Australia or New Zealand on CSL’s share register at 7.00pm [AEDT] on Monday 13 December 2021
SOURCE: CSL
Post Views: 370
- Agreement Announced on the Australian Stock Exchange and SIX Swiss Exchange 14 December, 2021
- Expands CSL’s leadership across an attractive portfolio focused on Renal Disease, and Iron Deficiency
- Complements CSL’s existing therapeutic focus areas including Hematology and Thrombosis, Cardiovascular-Metabolic, and Transplant, and high quality pipeline
- CSL’s global scale, R&D capabilities and resources augment the delivery of Vifor Pharma’s products to patients globally
- All-cash tender offer of US$179.25 per Vifor Pharma share, representing an aggregate equity value for Vifor Pharma of US$11.7 billion / A$16.4 billion1
- Tender offer is unanimously recommended for acceptance by Vifor Pharma’s Board of Directors
- Patinex AG, Vifor Pharma’s largest shareholder holding 23% of Vifor Pharma’s share capital, has agreed to tender its shares
- Expected to be low-to-mid teens NPATA per share accretive in the first full year of CSL ownership2 , including full run rate cost synergies3
- US$12.3 billion / A$17.2 billion all-cash acquisition consideration4 to be funded through a combination of A$6.3 billion (US$4.5 billion) fully underwritten Placement, US$6.0 billion / A$8.4 billion new debt and existing cash / undrawn facilities.
MELBOURNE, Australia and ST. GALLEN, Switzerland I December 14, 2021 I Global biotechnology leader CSL Limited (ASX: CSL; USOTC:CSLLY) and Vifor Pharma Ltd (SIX:VIFN; ISIN:CH0364749348), a global specialty pharmaceutical company with leadership in Iron Deficiency, Nephrology & Cardio-Renal Therapies, today announced that they have entered into a definitive agreement for CSL to launch an all-cash public tender offer to acquire all publicly held Vifor Pharma shares for US$179.25 per Vifor Pharma share, for an aggregate equity value for Vifor Pharma of US$11.7 / A$16.4 billion.
The transaction, which has been unanimously approved by both companies’ Boards of Directors, further advances CSL’s 2030 strategy to create value by adding a high- growth, cash generative and sustainable business which complements and expands the global leadership positions of CSL’s two business units, CSL Behring and Seqirus.
“Vifor Pharma enhances CSL’s patient focus and ability to protect the health of those facing a range of rare and serious medical conditions. It brings an outstanding team and a leading portfolio of products across Nephrology, Dialysis and Iron Deficiency therapies and a proven partnering and business development and licensing strategy. Vifor Pharma will also expand our presence in the rapidly growing nephrology market, while giving us the opportunity to leverage our complementary scientific expertise” said Paul Perreault, Chief Executive Officer and Managing Director of CSL.
“The combination with Vifor Pharma is expected to be financially compelling for our shareholders while expanding and diversifying our revenue base. It is expected to be immediately earnings accretive in the first full year of CSL ownership, and can be executed while retaining our balance sheet strength. Vifor Pharma offers CSL near-term value along with a clear path to long-term sustainable growth,” Mr Perreault concluded.
“Vifor Pharma’s strategy has been to focus towards continuing being a market leader in iron deficiency, nephrology and cardio-renal therapies.” Jacques Theurillat, Chairman of the Board of Directors Vifor Pharma Group commented. “The offer provides an excellent strategic opportunity for Vifor Pharma to optimize future market opportunities from a from a position of strength and to create substantial value for all stakeholders.”
CSL has a long-standing and committed presence in Switzerland, where it has been an active corporate citizen since 1949 and currently has a team of more than 1,800 people on the ground in R&D, manufacturing and other operations. Since 2000, CSL Behring has invested CHF 1,257 million into its Bern facilities to meet the growing global patient demand for its immunoglobulin medicines.
“We are excited about deepening our commitment to the Swiss and Global market through the addition of Vifor Pharma to the CSL family, which will add more than 2,600 skilled and talented employees to our global team. We look forward to growing the combined company together with them,” said Mr Perreault.
Strategic and Financial Rationale
Expands Leadership Positions and Diversifies CSL’s Business Model
- The transaction expands CSL’s portfolio breadth with the addition of 10 commercialised products including Ferinject / Injectafer, Venofer, Veltassa, and soon Korsuva, adding leadership positions across multiple franchises.
- The combined company will have an expanded pipeline of 37 products across development phases, representing an increase of 37% from CSL’s current standalone pipeline, with up to four product launches expected in 2022 / 23.
Complements CSL’s Existing Therapeutic Focus Areas
- Complementary portfolio across CSL’s existing therapeutic focus areas including Hematology and Thrombosis, Cardiovascular-Metabolic, and Transplant
- Vifor Pharma also provides access to logical new adjacencies across Nephrology, Dialysis and Iron Deficiency with strong market positions and growth opportunities in each area
- Recently approved drugs – Tavneos and Korsuva – offer significant commercial momentum across these new adjacent focus areas
Differentiated Platform in Attractive Nephrology Market Drives Durable Growth
- Vifor Pharma is a “partner of choice” for innovation and partnering in nephrology due to its synergistic joint venture (VFMCRP, or Vifor Pharma Fresenius Medical Care Renal Pharma) with Fresenius Medical Care, the global leader in dialysis, combined with Vifor Pharma’s clinical and commercial expertise.
- Vifor Pharma has announced the acquisition of two companies and formed more than a dozen business development partnerships spanning multiple assets and geographies over the last six years, strengthening and deepening its product portfolio and innovation pipeline.
- The nephrology market is experiencing rapid growth with over US$25 billion5 estimated relevant market in 2026 with significant pipeline opportunities driven by an aging population and increased prevalence of chronic kidney disease risk factors such as diabetes and heart disease.
Offer Details
CSL has offered to acquire Vifor Pharma in an all-cash public tender offer to acquire all publicly held Vifor Pharma shares for US$179.25 per Vifor Pharma share, payable in U.S. dollars. The Tender Offer represents an acquisition consideration of approximately US$12.3 billion, equivalent to A$17.2 billion. It represents an implied premium of approximately 40% to the last closing price of Vifor Pharma shares on the SIX on 1 December, 2021.
The Transaction is to be to be funded via:
- A fully underwritten institutional placement (“Placement”) of A$6.3 (US$4.5 billion);
- A fully committed debt bridge facility of US$6.0 / A$8.4 billion; and
- Existing cash / undrawn facilities of US$2.0 / A$2.8 billion.
CSL will also undertake a non-underwritten Share Purchase Plan (“SPP”) to eligible CSL shareholders7 in Australia and New Zealand targeting to raise up to A$750 million (US$534 million).
The Transaction remains subject to the various customary closing conditions as set out in the Pre-Announcement of Tender Offer published today.
Advisors
PJT Partners is acting as lead financial advisor to CSL. BofA Securities and Goldman Sachs are also acting as financial advisors to CSL. Credit Suisse is acting as Tender Offer Manager in Switzerland and financial advisor to CSL. Gresham Advisory Partners Limited is acting as an independent advisor to the Board of Directors of CSL.
Homburger AG, Simpson Thacher & Bartlett LLP, and Allens are acting as joint legal advisors to CSL.
Further Information
Further information in relation to the Transaction, Placement and SPP are set out in the investor presentation released to the Australian Stock Exchange. The investor presentation contains important information including details about key risks and international offer restrictions with respect to the Placement.
Media Contact Details
CSL
Australia / Asia Pacific
Citadel Magnus
Catherine Strong
P: +61 406 759 268
E: cstrong@citadelmagnus.com or media@csl.com.au
Switzerland / Europe
IRF
Martin Meier-Pfister
P: + 41 432 448 140
E: meier-pfister@irf-reputation.ch
United States / Rest of World
Kekst CNC
Anntal Silver
P: +1 212 518 6485
E: anntal.silver@kekstcnc.com
Nick Capuano
P: +1 917 842 7859
E: nicholas.capuano@kekstcnc.com
Media call Tuesday 14 December
5:15pm AEDT, 7:15am CET, 1:15am EST
Media conference call with CSL’s Chief Executive Officer and Managing Director, Mr Paul Perreault and CSL’s Chief Financial Officer, Ms Joy Linton.
Participants must pre-register for the conference by navigating to https://s1.c-conf.com/diamondpass/10018531-asm661.html
A calendar invite and passcode will be emailed upon registration.
About CSL
CSL (ASX: •; USOTC: •) is a leading global biotechnology company with a dynamic portfolio of life-saving medicines, including those that treat hemophilia and immune deficiencies, as well as vaccines to prevent influenza. Since our start in 1916, we have been driven by our promise to save lives using the latest technologies. Today, CSL — including our two businesses, CSL Behring and Seqirus- provides life-saving products to more than 100 countries and employs more than 25,000 people. Our unique combination of commercial strength, R&D focus and operational excellence enables us to identify, develop and deliver innovations so our patients can live life to the fullest. For more information visit csl.com. www.CSL.com
About Vifor Pharma
Vifor Pharma is a global pharmaceuticals company. It aims to become the global leader in iron deficiency, nephrology and cardio-renal therapies. The company is a partner of choice for pharmaceuticals and innovative patient-focused solutions. Vifor Pharma strives to help patients around the world with severe and chronic diseases lead better, healthier lives. The company develops, manufactures and markets pharmaceutical products for precision patient care. Vifor Pharma Group holds a leading position in all its core business activities and consists of the following companies: Vifor Pharma and Vifor Pharma Fresenius Medical Care Renal Pharma (a joint company with Fresenius Medical Care). Vifor Pharma Group is headquartered in Switzerland, and listed on the Swiss Stock Exchange. For more information, please visit viforpharma.com.
More information can be found here
Legal Disclaimers
Important Additional Information
The tender offer described herein has not yet commenced. This release is for informational purposes only and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer, to purchase or subscribe for any registered shares or other equity securities in Vifor Pharma Pharma Ltd., nor shall it form the basis of, or be relied on in connection with, any contract therefor. This release is not part of the offer documentation relating to the tender offer. Main terms and conditions of the tender offer have been published in today’s Pre-Announcement of the tender offer, and full details including terms and conditions will be published in the tender offer prospectus. Shareholders of Vifor Pharma Ltd. are urged to read the tender offer documents, which are or will be available at www.CSLtransaction.com.
Certain Offer Restrictions
The tender offer will not be made, directly or indirectly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require CSL or any of its subsidiaries to change or amend the terms or conditions of the tender offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the tender offer. It is not intended to extend the tender offer to any such country or jurisdiction. Any such documents relating to the tender offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of Vifor Pharma Ltd. by any person or entity resident or incorporated in any such country or jurisdiction.
The tender offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), subject to either (i) the exemptions provided by Rule 14d-1(c) under the U.S. Exchange Act (the “Tier I Exemption”) and Rule 14e-5(b)(10) under the U.S. Exchange Act or (ii) the exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act (the “Tier II Exemption”) and Rule 14e-5(b)(12) under the U.S. Exchange Act and any exemptions that may be granted by the U.S. Securities and Exchange Commission (“SEC”) and otherwise in accordance with the requirements of Swiss law. Accordingly, the tender offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. Neither the SEC nor any securities commission of any State of the United States has (a) approved or dis-approved of the tender offer; (b) passed upon the merits or fairness of the tender offer; or (c) passed upon the adequacy or accuracy of the disclosure in the Pre-Announcement of the tender offer or, when the tender offer is commenced, the tender offer prospectus. Any representation to the contrary is a criminal offence in the United States.
The communication is not being made by, and has not been approved by, an “authorised person” for the purposes of Section 21 of the U.K. Financial Services and Markets Act 2000.
Reference is made to the Pre-Announcement of the tender offer published today for full offer restrictions.
1Based on the USD:AUD exchange rate of 1.406 as of 13 December 2021.
2NPATA per share reflects net profit after tax excluding amortisation (post-tax) and excludes one-off transaction costs and integration costs. The Transaction is also expected to be immediately EPS accretive in the first full year of CSL ownership (expected to be FY23) on an EPS reported basis including the amortisation of intangibles recognised as a result of the acquisition based on a preliminary estimate of purchase price accounting.
3Full run rate annual pre-tax cost synergies of US$75 million expected to phase in over three years post acquisition close.
4Total acquisition consideration based on offer price of US$179.25 per share, fully diluted shares on issue of 65 million, and debt of CHF 540 million. CHF converted to USD at spot FX of 1.083 as at 13 December 2021. Excludes transaction costs.
5Evaluate Pharma and Vifor analysis, excluding metabolic syndrome.
6Based on the CHF:USD exchange rate as of 1 December 2021, the last closing price of Vifor Pharma on the SIX prior to public speculation regarding a potential transaction.
7Eligible shareholders with a registered address in Australia or New Zealand on CSL’s share register at 7.00pm [AEDT] on Monday 13 December 2021
SOURCE: CSL
Post Views: 370
