Business Wire

CSL Limited announces tender offer to acquire Vifor Pharma Ltd

Share

Regulatory News:

AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR

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 acquire Vifor Pharma for an aggregate equity value for Vifor Pharma of US$ 11.7 / CHF 10.9 billion.

CSL has offered to acquire Vifor Pharma in an all-cash tender offer of US$179.25 (CHF 167) per share, payable in U.S. dollars.1 The offer assumes a dividend of CHF 2 expected to be declared at the AGM of 26 April, consistent with past practice.

The tender offer represents an implied premium of approximately 61% to the unaffected closing price of Vifor Pharma on 1 December 2021 and a 47% premium to Vifor Pharma’s unaffected 1-month VWAP as of 1 December 2021.2

Patinex AG, Vifor Pharma’s largest shareholder holding 23.2% has agreed to tender its shares into the offer.

The Transaction remains subject to the conditions and further terms including:

  • Minimum acceptance rate of 80% of all Vifor Pharma shares on a fully diluted basis; and
  • further customary offer conditions, including regulatory approvals.

The tender is currently expected to commence around 18 January 2022 and the transaction is expected to complete around mid-2022.

The Board of Directors of Vifor Pharma considers that the proposed transaction respects the interests of all stakeholders and is unanimously recommending the offer to shareholders. There is committed financing for the deal and a strong commitment to pursue regulatory clearances.

“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 position of strength and to create substantial value for all stakeholders.”

The transaction will enable Vifor Pharma to leverage CSL’s global reach, balance sheet and capabilities to bring more products to patients within its key categories. The transaction also enables Vifor Pharma to accelerate growth in cardiovascular-metabolic, renal and transplant.

Centerview Partners UK LLP is acting as exclusive financial advisor to Vifor Pharma on the transaction.

IFBC have been retained as Fairness Opinion providers by the Vifor Pharma Board of Directors.

About Vifor Pharma Group

Vifor Pharma Group 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 Group 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 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 (SIX Swiss Exchange, VIFN, ISIN: CH0364749348).

For more information, please visit viforpharma.com.

About CSL

CSL (ASX: CSL; USOTC:CSLLY) 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.

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 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

Reference is made to the Pre-Announcement of the tender offer published today for full offer restrictions.


1 At USD to CHF FX rate of 0.932.

2 Based on the last closing price of Vifor Pharma prior to public speculation regarding a potential transaction.

To view this piece of content from cts.businesswire.com, please give your consent at the top of this page.

Contact information

Nathalie Ponnier
Global Head Corporate Communications
+41 79 957 96 73
media@viforpharma.com

Edwin van der Geest
Dynamics Group AG
+41 79 330 55 22
vdg@dynamicsgroup.ch

Investor Relations
Julien Vignot
Head of Investor Relations
+41 58 851 66 90
investors@viforpharma.com

About Business Wire

Business Wire
Business Wire



Subscribe to releases from Business Wire

Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from Business Wire

Vending Machines International Secures SGD 135 Million Capital Commitment From Global Emerging Markets (GEM) as Company Seeks to Go Public26.1.2022 05:02:00 CET | Press release

Vending Machines International (VMI), today announced a SGD 135 Million capital commitment from GEM Global Yield LLC SCS ("GGY"), the Luxembourg-based private alternative investment vehicle. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20220125006251/en/ (Photo: Business Wire) Under the agreement, GGY will provide VMI with a Share Subscription Facility of up to SGD 135 million for a 36-month period following a public listing of VMI’s common stock. VMI will control the timing and maximum amount of drawdowns under this facility and has no minimum drawdown obligation. “VMI is very pleased to be selected by the GEM Group to receive this investment. It is a credit to the GEM management that they very quickly grasped that the world is moving to remove single use plastics from the supply chain. VMI is extremely well placed to take advantage of this transition. With GEM’s funds to strengthen the VMI balance sheet VMI will be able to

Private Messaging App Launches on Quantum Resistant, Decentralized xx network25.1.2022 16:30:00 CET | Press release

The world’s first quantum-resistant messaging app, xx messenger, launched on the xx network today. xx messenger allows users to communicate in real time through hundreds of decentralized nodes operating worldwide. The app is available for download on IOS and Android, features group chat as well as photo and audio sharing, and designed for easy use and switching to from legacy messaging apps. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20220125005773/en/ David Chaum (Photo: Business Wire) Unlike existing messaging apps, xx messenger uses quantum-resistant cryptography to protect message content from decoding and cMix software to obfuscate or shred metadata—information about who sends, when they send, where they send from, and who receives. Randomly selected teams of xx nodes encrypt anonymity sets of 1,000 messages, which are then repeatedly shuffled and have also been encrypted using quantum-resistant cryptography. Informat

MDSLink Makes MaGiC™25.1.2022 16:00:00 CET | Press release

In response to the fiber buildout worldwide, and the continuous demand for reliable bandwidth, MDSLink, Inc. is now offering MaGiC™, a very high-performance, networking module that uses the existing coax. MaGiC is a cost-effective, easy-to-install module that extends the fiber footprint found in MDUs, single-family homes, hotels/resorts and offices or any building with existing coax. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20220125005534/en/ MaGiC Small Form Factor Pluggable (Photo: Business Wire) MaGiC-SFP 2.5™ (Multi-Gigabit Coax Small Form-factor Pluggable) provides up to 2.5 Gbps—symmetrical—actual data rates when plugged into an Ethernet network (SFP/SFP+ port). Applications: - Last 100-meter distribution using existing, in-building coax. - Wireless AP backhaul in-premise. Supplements in-home Wi-Fi® mesh networks using fail safe, wireline backhaul between devices. Using WAPs with SFP-ports, operators can backhaul t

Kroll Unifies Brand to Reflect Strategic Growth and Vision25.1.2022 16:00:00 CET | Press release

Kroll, the leading provider of data, technology and insights related to risk, governance and growth, announces today the completion of its transition to a unified brand. Through its combined capabilities, Kroll is uniquely positioned to help clients stay ahead of complex business demands and opportunities across dynamic regulatory, economic and risk environments. “Our brand unification is a necessary evolution to deliver superior client service and meet and anticipate our clients’ increasingly complex and interconnected needs,” said Jacob Silverman, Chief Executive Officer of Kroll, “This marks the beginning of a new chapter for Kroll that reflects our market leadership across borders and disciplines, and embraces our proprietary data, technology and insights to create value and impact for our clients and communities.” Last year, the Company announced plans to unify its business following significant organic growth and strategic acquisitions. Kroll’s full suite of solutions now span se

Dr. Philip Krause to Provide Strategic Advice to Adjuvance25.1.2022 15:35:00 CET | Press release

Adjuvance Technologies Inc., a privately-held clinical-stage biopharmaceutical company developing next generation saponin adjuvants and vaccines for infectious disease and immuno-oncology, today announced that Philip Krause, MD, will take on a strategic consulting role with the organization as it advances its vaccine development portfolio. Dr. Krause recently served as the Deputy Director, Office of Vaccines Research and Review of the US Food and Drug Administration (FDA) Center for Biologics Evaluation and Research. “The deep scientific, regulatory and vaccine development experience that Phil brings to Adjuvance will be instrumental in efficiently developing our shingles vaccine candidate and our pipeline anchored on the next-generation saponin adjuvant TQL-1055,” noted Dr. Tyler Martin, Adjuvance CEO, President and Chairman. “I am thrilled to enhance the company’s expertise with such a well-respected scientist.” Dr. Krause previously had a 30-year career in the FDA where he made majo

Andersen Global Adds Member Firms in Croatia25.1.2022 15:30:00 CET | Press release

Andersen Global continues to cultivate a strong European presence as Croatian tax and advisory firm Andersen BD d.o.o. (formerly BD Savjetovanje d.o.o.) becomes the organization’s newest member firm to adopt the Andersen brand. Andersen Global also welcomes member firm KALLAY & PARTNERS, a Zagreb-based law firm and collaborating firm since 2019. Together, the member firms will provide complementary tax and legal solutions, demonstrating the unified and seamless approach of the global organization. “As tax and legal legislation globally becomes more complex, we aim to continue providing best-in-class service and help our clients navigate the various aspects of their business operations,” said Branka Topolovec new Managing Partner of Andersen in Croatia. “The adoption of the Andersen brand is a milestone for our firm’s growth and development and gives us a competitive advantage in the market by allowing us to provide our clients with a full suite of capabilities in Croatia as well as glo

UVD Robots Joins Ecolab’s Global Infection Prevention Offerings to Fight Hospital Acquired Infections25.1.2022 15:02:00 CET | Press release

As new coronavirus variants spread, the growth in demand for infection prevention solutions using UV-C light is projected to reach $18.94 billion by 2030, witnessing an annual growth rate of 59.7% from 2021 to 2030. Further fueling the demand is the rise in hospital acquired infections (HAIs) globally causing more fatalities due to the increase in antibiotic resistance from even simple infections. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20220125005148/en/ Disinfecting hospitals with UV-C lights is not a new concept, however, existing solutions including UV ceiling lights, stationary cleaning robots, and air purifiers may not reach shadowed or remote areas as well as the mobile platform offered by the autonomous UVD Robots. (Photo: Business Wire) Autonomous UV-C disinfection robots have emerged as a solution to supplement standard cleaning and disinfection practices to address HAIs and heightened hygiene requirements due

In our pressroom you can read all our latest releases, find our press contacts, images, documents and other relevant information about us.

Visit our pressroom