CSL Limited announces tender offer to acquire Vifor Pharma Ltd

CSL Limited announces tender offer to acquire Vifor Pharma Ltd

• Agreement announced on the Australian Securities Exchange and SIX Swiss Exchange on 14 December 2021
• Cash offer at US$179.25 per share

o    Offer equivalent to CHF167 per share¹

o    Proposed ordinary dividend expected to be declared at AGM of 26 April 2022 of CHF 2 to be paid in addition

• This offer represents

o    A premium of 61% to Vifor Pharma’s unaffected closing share price on 1 December 2021

o    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, 14 December 2021 – 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.

[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.