CSL Limited announces tender offer to acquire Vifor Pharma Ltd

Rhea-AI Summary

CSL Limited (ASX: CSL; USOTC: CSLLY) has announced an all-cash offer of US$179.25 per share to acquire Vifor Pharma Ltd (SIX: VIFN) for an aggregate equity value of US$11.7 billion (CHF 10.9 billion). The offer includes a premium of 61% over the closing price of Vifor Pharma on 1 December 2021. Vifor Pharma’s largest shareholder, Patinex AG, holding 23.2% of shares, has agreed to tender its shares. The transaction is anticipated to complete by mid-2022, subject to regulatory approvals and an 80% minimum acceptance rate.

Positive

• All-cash offer of US$179.25 per share represents a significant premium of 61% to Vifor Pharma's pre-announcement share price.
• CSL's global reach and R&D capabilities expected to enhance Vifor Pharma's market presence and product offerings.
• Vifor Pharma's largest shareholder has committed to support the offer.

Negative

• Transaction subject to regulatory approvals, which may delay completion.
• Minimum acceptance condition of 80% poses a risk for the tender offer.

• Agreement announced on the Australian Securities Exchange and SIX Swiss Exchange on 14 December 2021
• Cash offer at US$179.25 per share
  • Offer equivalent to CHF167 per share¹
  • Proposed ordinary dividend expected to be declared at AGM of 26 April 2022 of CHF 2 to be paid in addition
• This offer represents
  • A premium of 61% to Vifor Pharma’s unaffected closing share price on 1 December 2021
  • A premium of 47% to Vifor Pharma’s unaffected 1-month VWAP as of 1 December 2021
• US$ 11.7 / CHF 10.9 billion all-cash consideration
• CSL’s global reach, R&D capabilities and balance sheet enables Vifor Pharma to bring more products to patients globally within its key categories

ST. GALLEN, Switzerland--(BUSINESS WIRE)-- 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.

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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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211213006121/en/

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

Source: Vifor Pharma Group

FAQ

What is the value of CSL's offer for Vifor Pharma?

CSL's offer is valued at US$11.7 billion.

When is the expected completion date for the CSL and Vifor Pharma deal?

The transaction is expected to complete around mid-2022.

What premium does CSL's offer represent for Vifor Pharma's shares?

The offer represents a 61% premium over Vifor Pharma’s closing share price on December 1, 2021.

Who is the largest shareholder of Vifor Pharma?

Patinex AG is Vifor Pharma’s largest shareholder, holding 23.2% of shares.

What conditions need to be met for the CSL-Vifor Pharma deal to proceed?

The deal requires a minimum acceptance rate of 80% of all Vifor Pharma shares and regulatory approvals.