Wednesday, January 27, 2021
ADVANZ PHARMA Corp. Limited ("ADVANZ PHARMA" or "the Company"), a specialty pharmaceutical company with a strategic focus on complex medicines in Europe, today announced that its board of directors has reached an agreement on the terms of a cash offer, to be made by a subsidiary ("Bidco") of Nordic Capital, pursuant to which Nordic Capital will acquire the entire issued and to-be-issued limited voting share capital of ADVANZ PHARMA (the "Acquisition").
"This offer highlights the value that our employees around the world have collectively contributed towards building ADVANZ PHARMA into the strong and diverse company it is today," said Graeme Duncan, Chief Executive Officer of ADVANZ PHARMA. "In addition, this Acquisition will significantly help the business through both the capital support, and Nordic Capital's deep sector expertise. I am very much looking forward to working with Nordic Capital to deliver our growth targets."
Under the terms of the proposed Acquisition, each ADVANZ PHARMA shareholder will be entitled to receive $17.26 in cash (the "Cash Offer") in respect of each ADVANZ PHARMA share. The Acquisition values the entire issued and to-be-issued limited voting share capital of ADVANZ PHARMA at approximately $846 million.
As an alternative to the Cash Offer, eligible ADVANZ PHARMA shareholders may elect for the alternative offer pursuant to which they would receive unlisted shares in the BidCo structure for each ADVANZ PHARMA share, which will be issued upon, or shortly following, the agreement becoming effective.
For further details about the proposed Acquisition, including closing requirements and additional considerations, please visit the Investor Relations section of the Company's website at:
About Nordic Capital
Nordic Capital is a leading private equity investor with a resolute commitment to creating stronger, sustainable businesses. Established over 30 years ago, Nordic Capital has invested in excess of €16 billion and its most recent fund (Nordic Capital Fund X) raised €6.1 billion of investor commitments in 2020.
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.
Notice Regarding Forward-looking Statements and Information:
This news release includes forward-looking statements and forward–looking information within the meaning of Canadian securities laws. Often, but not always, forward–looking information can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative and grammatical variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements and information are based on the current expectations of ADVANZ PHARMA's management, and are based on assumptions and subject to risks and uncertainties. Although ADVANZ PHARMA's management believes that the assumptions underlying these statements and information are reasonable, they may prove to be incorrect. The forward–looking events and circumstances discussed in this news release may not occur by certain dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting ADVANZ PHARMA, including risks associated with ADVANZ PHARMA's securities, increased indebtedness and leverage, ADVANZ PHARMA's growth, risks associated with the use of ADVANZ PHARMA's products, the inability to generate cash flows, revenues and/or stable margins, the inability to repay debt and/or satisfy future obligations, risks associated with a delay in releasing ADVANZ PHARMA's financial statements (which could result in a default under ADVANZ PHARMA's debt agreements and a violation of applicable laws), ADVANZ PHARMA's outstanding debt, risks associated with the geographic markets in which ADVANZ PHARMA operates and/or distributes its products, the pharmaceutical industry and the regulation thereof, regulatory investigations and proceedings, the failure to comply with applicable laws, risks associated with distribution agreements, risks associated with general economic factors and market conditions, risks associated with growth and competition, the failure to obtain regulatory approvals, the equity and debt markets generally, general economic and stock market conditions, risks associated with fluctuations in exchange rates (including, without limitation, fluctuations in currencies), political risks (including changes to political conditions), risks associated with the United Kingdom's exit from the European Union (including, without limitation, risks associated with regulatory changes in the pharmaceutical industry, changes in cross–border tariff and cost structures and the loss of access to the European Union global trade markets), risks related to patent infringement actions, the loss of intellectual property rights, risks and uncertainties detailed from time to time in ADVANZ PHARMA's filings with the Canadian Securities Administrators, risks related to the spread of COVID-19 (including, without limitation, risks associated with reliance on third party manufacturers and suppliers, uncertainties relating to its ultimate spread, severity and duration, and related adverse effects on the economies and financial markets of many countries), and many other factors beyond the control of ADVANZ PHARMA. Although ADVANZ PHARMA has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward–looking statements and information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward–looking statement or information can be guaranteed. Except as required by applicable securities laws, forward–looking statements and information speak only as of the date on which they are made and ADVANZ PHARMA undertakes no obligation to publicly update or revise any forward–looking statement or information, whether as a result of new information, future events, or otherwise.