- The acquisition will bring significant investment and expertise
to help fuel ADVANZ PHARMA's growth, with the potential to bring
further cost-savings to the NHS and wider European healthcare
systems while enhancing choice and access to critical medicines
globally.
LONDON, June 1, 2021 /CNW/ - ADVANZ PHARMA Corp. Limited
("ADVANZ PHARMA" or "the Company"), a specialty
pharmaceutical company with a strategic focus on complex medicines
in Europe, today announced the completion of its acquisition
by a subsidiary of Nordic Fund X Epsilon, Cidron Aida Bidco Limited
("Bidco").
Graeme Duncan, Chief Executive
Officer of ADVANZ PHARMA, said: "This deal is fantastic news for
ADVANZ PHARMA and our goal of becoming the go-to partner for
complex medicines in Europe.
Nordic Capital will be pivotal in helping the business through both
its deep sector expertise and access to capital that will enable
considerable investment in our organic and inorganic pipeline. This
partnership will be essential in allowing us to further broaden
choice for both prescribers and patients throughout the world and
ensure access to the essential medicines we supply.
Duncan continues: "This deal could not have been possible
without our employees whose hard work has been instrumental in
collectively contributing towards building ADVANZ PHARMA into the
strong and diverse company it is today."
Raj Shah, Partner and Head of Healthcare, Nordic Capital
Advisors, said: "ADVANZ PHARMA's vision and regional focus fully
aligns with Nordic Capital's expertise and deep knowledge of
European market sectors. We are delighted to be able to support
ADVANZ PHARMA at this exciting juncture in their journey. Nordic
Capital will help fuel the company's strategic growth and allow it
to invest in future pipeline and M&A activities so that even
more patients can access critical medicines now and in the
future."
The acquisition has been effected by means of a court sanctioned
scheme of arrangement under Article 125 of the Companies (Jersey)
Law 1991 (as amended), which was contained in a document published
on 25 February 2021 (the "Scheme
Document"), pursuant to which Bidco acquired the entire limited
voting share capital of ADVANZ PHARMA (the "Acquisition").
Capitalised terms not defined in this announcement shall have the
meaning given to them in the Scheme Document.
ADVANZ PHARMA is pleased to announce that the Scheme has now
become Effective.
The Acquisition values the entire issued and to-be-issued
limited voting share capital of ADVANZ PHARMA at
approximately US$846 million. Under the terms of the
Acquisition, each ADVANZ PHARMA Shareholder will
receive US$17.26 in cash in respect of each ADVANZ PHARMA
Share held at the Scheme Record Time, with the exception of
Bybrook, being the only former shareholder of ADVANZ PHARMA who
elected for the Alternative Offer and whose ADVANZ PHARMA Shares
have been exchanged for Topco B Shares in accordance with the
Alternative Offer.
For further details about the completion of the Acquisition,
including closing requirements and additional considerations,
please visit the Investor Relations section of the Company's
website at:
www.advanzpharma.com/investors
About Nordic Capital
Nordic Capital is a leading
private equity investor with a resolute commitment to creating
stronger, sustainable businesses through operational improvement
and transformative growth. Nordic Capital focuses on selected
regions and sectors where it has deep experience and a long
history. Focus sectors are Healthcare, Technology & Payments,
Financial Services, and selectively, Industrial & Business
Services. Key regions are Europe
and globally for Healthcare and Technology & Payments
investments. Since inception in 1989, Nordic Capital has invested
more than EUR 17 billion in close to
120 investments. The most recent fund is Nordic Capital Fund X with
EUR 6.1 billion in committed capital,
principally provided by international institutional investors such
as pension funds. Nordic Capital Advisors have local offices in
Sweden, Denmark, Finland, Norway, Germany, the UK and the US. For further
information about Nordic Capital, please
visit www.nordiccapital.com.
About ADVANZ PHARMA
ADVANZ PHARMA is a specialty
pharmaceutical company with a strategic focus on complex medicines
in Europe. With an agile and experienced team, including
direct sales, marketing and medical capability across many
of Europe's major markets, the Company supplies,
innovates and enhances the critical medicines patients depend on,
ensuring continued patient access and improving health
outcomes.
ADVANZ PHARMA has expertise in the anti-Infectives and
endocrinology therapy areas, along with strong relationships with
hospital decision makers, making it an attractive partner when
commercialising complex medicines in Europe.
ADVANZ PHARMA has an operational headquarters in London, an
operations centre of excellence in Mumbai, commercial
affiliates in North America, Europe, and Australia,
and an established global network of commercial partners throughout
the rest of the world. For further information about ADVANZ PHARMA,
visit www.advanzpharma.com.
About complex medicines
Investment in off-patent,
complex medicines provides essential cost-savings to the NHS and
wider European healthcare systems, giving prescribers greater
choice and the ability to free up budget where there is greatest
need. Complex medicines are defined as:
- Rare: Products differentiated by their small patient
populations due to rare disease, novel strengths, or delivery
technology
- Under-serviced: Older medicines with an established history,
greater familiarity and existing patient demand but lacking
investment
Four out of five prescription medicines in the UK are generics,
demonstrating their essential role in the delivery of
cost-effective care.1
Access to affordable, high-quality alternatives has never been
more important as we continue to navigate the health repercussions
from COVID-19.
___________________
|
1 NHS
Business Services Authority. Medicines optimisation – generic
prescribing. Available at:
https://www.nhsbsa.nhs.uk/epact2/dashboards-and-specifications/medicines-optimisation-generic-prescribing.
Last accessed: May 2021.
|
Forward-looking statements
The Scheme Document
contains certain "forward-looking statements" with respect to the
financial condition, results of operations and business of ADVANZ
PHARMA and certain plans and objectives of Nordic Fund X Epsilon
with respect thereto. These statements are based on the current
expectations of the management of Nordic Fund X Epsilon (or where
expressly stated, the ADVANZ PHARMA Board) and are naturally
subject to uncertainty and changes in circumstances. The
forward-looking statements contained in the Scheme Document include
statements relating to the expected effects of the Scheme on Nordic
Fund X Epsilon and ADVANZ PHARMA, the expected timing and scope of
the Scheme, and other statements other than historical facts.
Forward-looking statements include statements typically
containing words such as "will", "may", "should", "believe",
"intends", "expects", "anticipates", "targets", "estimates" and
words of similar import. Although Nordic Fund X Epsilon or ADVANZ
PHARMA (as applicable) believe that the expectations reflected in
such forward-looking statements are reasonable, Nordic Fund X
Epsilon or ADVANZ PHARMA (as applicable) can give no assurance that
such expectations will prove to be correct. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that will occur
in the future. There are a number of factors that could cause
actual results and developments to differ materially from those
expressed or implied by such forward looking statements. These
factors include: local and global political and economic
conditions; changes in consumer habits and preferences; legal or
regulatory developments and changes; the outcome of any litigation;
the impact of any acquisitions or similar transactions; competitive
product and pricing pressures; success of business and operating
initiatives; and changes in the level of capital investment. Other
unknown or unpredictable factors could cause actual results to
differ materially from those in the forward-looking statements.
Given these risks and uncertainties, investors should not place
undue reliance on forward-looking statements as a prediction of
actual results. Nordic Fund X Epsilon, Bidco, any member of the
Wider Topco Group and ADVANZ PHARMA do not undertake any obligation
to update or revise forward-looking statements, whether as a result
of new information, future events or otherwise, except to the
extent legally required.
Publication on website and availability of hard
copies
A copy of this announcement will be made available,
subject to certain restrictions relating to persons resident in
Restricted Jurisdictions, free of charge on ADVANZ PHARMA's website
at https://www.advanzpharma.com/investors. For the avoidance of
doubt, the content of this website is not incorporated into and
does not form part of this announcement.
Dealing Disclosure Requirements
Under Rule 8.3(a) of
the Code, any person who is interested in 1% or more of any class
of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the offer period and, if
later, following the announcement in which any securities exchange
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in,
and rights to subscribe for, any relevant securities of each of (i)
the offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30 pm
(London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm
(London time) on the 10th business
day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the
relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm
(London time) on the business day
following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
SOURCE ADVANZ PHARMA Corp.