CSL Limited Announces Tender Offer To Acquire Vifor Pharma Ltd

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Dec 14, 2021, 01:59 ET

MELBOURNE, Australia and ST. GALLEN, Switzerland, Dec. 14, 2021 /PRNewswire/ --

CSL Limited Announces Tender Offer To Acquire Vifor Pharma Ltd
- Agreement Announced on the Australian Stock Exchange and SIX Swiss Exchange 14 December, 2021
- Expands CSL's leadership across an attractive portfolio focused on Renal Disease, and Iron Deficiency
- Complements CSL's existing therapeutic focus areas including Hematology and Thrombosis, Cardiovascular-Metabolic, and Transplant, and high quality pipeline
- CSL's global scale, R&D capabilities and resources augment the delivery of Vifor Pharma's products to patients globally
- All-cash tender offer of US$179.25 per Vifor Pharma share, representing an aggregate equity value for Vifor Pharma of US$11.7 billion / A$16.4 billion(1)
- Tender offer is unanimously recommended for acceptance by Vifor Pharma's Board of Directors
- Patinex AG, Vifor Pharma's largest shareholder holding 23% of Vifor Pharma's share capital, has agreed to tender its shares
- Expected to be low-to-mid teens NPATA per share accretive in the first full year of CSL ownership(2), including full run rate cost synergies(3)
- US$12.3 billion / A$17.2 billion all-cash acquisition consideration(4) to be funded through a combination of A$6.3 billion (US$4.5 billion) fully underwritten Placement, US$6.0 billion / A$8.4 billion new debt and existing cash / undrawn facilities.

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 launch an all-cash public tender offer to acquire all publicly held Vifor Pharma shares for US$179.25 per Vifor Pharma share, for an aggregate equity value for Vifor Pharma of US$11.7 / A$16.4 billion.

The transaction, which has been unanimously approved by both companies' Boards of Directors, further advances CSL's 2030 strategy to create value by adding a high- growth, cash generative and sustainable business which complements and expands the global leadership positions of CSL's two business units, CSL Behring and Seqirus.

"Vifor Pharma enhances CSL's patient focus and ability to protect the health of those facing a range of rare and serious medical conditions. It brings an outstanding team and a leading portfolio of products across Nephrology, Dialysis and Iron Deficiency therapies and a proven partnering and business development and licensing strategy. Vifor Pharma will also expand our presence in the rapidly growing nephrology market, while giving us the opportunity to leverage our complementary scientific expertise," said Paul Perreault, Chief Executive Officer and Managing Director of CSL.

"The combination with Vifor Pharma is expected to be financially compelling for our shareholders while expanding and diversifying our revenue base. It is expected to be immediately earnings accretive in the first full year of CSL ownership, and can be executed while retaining our balance sheet strength. Vifor Pharma offers CSL near-term value along with a clear path to long-term sustainable growth," Mr Perreault concluded.

"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 from a position of strength and to create substantial value for all stakeholders."

CSL has a long-standing and committed presence in Switzerland, where it has been an active corporate citizen since 1949 and currently has a team of more than 1,800 people on the ground in R&D, manufacturing and other operations. Since 2000, CSL Behring has invested CHF 1,257 million into its Bern facilities to meet the growing global patient demand for its immunoglobulin medicines.

"We are excited about deepening our commitment to the Swiss and Global market through the addition of Vifor Pharma to the CSL family, which will add more than 2,600 skilled and talented employees to our global team. We look forward to growing the combined company together with them," said Mr Perreault.

Strategic and Financial Rationale

Expands Leadership Positions and Diversifies CSL's Business Model
- The transaction expands CSL's portfolio breadth with the addition of 10 commercialised products including Ferinject / Injectafer, Venofer, Veltassa, and soon Korsuva, adding leadership positions across multiple franchises.
- The combined company will have an expanded pipeline of 37 products across development phases, representing an increase of 37% from CSL's current standalone pipeline, with up to four product launches expected in 2022 / 23.

Complements CSL's Existing Therapeutic Focus Areas
- Complementary portfolio across CSL's existing therapeutic focus areas including Hematology and Thrombosis, Cardiovascular-Metabolic, and Transplant
- Vifor Pharma also provides access to logical new adjacencies across Nephrology, Dialysis and Iron Deficiency with strong market positions and growth opportunities in each area
- Recently approved drugs – Tavneos and Korsuva – offer significant commercial momentum across these new adjacent focus areas

Differentiated Platform in Attractive Nephrology Market Drives Durable Growth
- Vifor Pharma is a "partner of choice" for innovation and partnering in nephrology due to its synergistic joint venture (VFMCRP, or Vifor Pharma Fresenius Medical Care Renal Pharma) with Fresenius Medical Care, the global leader in dialysis, combined with Vifor Pharma's clinical and commercial expertise.
- Vifor Pharma has announced the acquisition of two companies and formed more than a dozen business development partnerships spanning multiple assets and geographies over the last six years, strengthening and deepening its product portfolio and innovation pipeline.
- The nephrology market is experiencing rapid growth with over US$25 billion(5) estimated relevant market in 2026 with significant pipeline opportunities driven by an aging population and increased prevalence of chronic kidney disease risk factors such as diabetes and heart disease.

Offer Details
CSL has offered to acquire Vifor Pharma in an all-cash public tender offer to acquire all publicly held Vifor Pharma shares for US$179.25 per Vifor Pharma share, payable in U.S. dollars. The Tender Offer represents an acquisition consideration of approximately US$12.3 billion, equivalent to A$17.2 billion. It represents an implied premium of approximately 40% to the last closing price of Vifor Pharma shares on the SIX on 1 December, 2021.(6)

The Transaction is to be to be funded via:
- A fully underwritten institutional placement ("Placement") of A$6.3 (US$4.5 billion);
- A fully committed debt bridge facility of US$6.0 / A$8.4 billion; and
- Existing cash / undrawn facilities of US$2.0 / A$2.8 billion.

CSL will also undertake a non-underwritten Share Purchase Plan ("SPP") to eligible CSL shareholders(7) in Australia and New Zealand targeting to raise up to A$750 million (US$534 million).

The Transaction remains subject to the various customary closing conditions as set out in the Pre-Announcement of Tender Offer published today.

Advisors

PJT Partners is acting as lead financial advisor to CSL. BofA Securities and Goldman Sachs are also acting as financial advisors to CSL. Credit Suisse is acting as Tender Offer Manager in Switzerland and financial advisor to CSL. Gresham Advisory Partners Limited is acting as an independent advisor to the Board of Directors of CSL.

Homburger AG, Simpson Thacher & Bartlett LLP, and Allens are acting as joint legal advisors to CSL.

Further Information
Further information in relation to the Transaction, Placement and SPP are set out in the investor presentation released to the Australian Stock Exchange. The investor presentation contains important information including details about key risks and international offer restrictions with respect to the Placement.

Media Contact Details
For further information, please contact:

CSL
Australia / Asia Pacific
Citadel Magnus
Catherine Strong
P: +61 406 759 268
E: [email protected] or [email protected]

Switzerland / Europe
IRF
Martin Meier-Pfister
P: + 41 432 448 140
E: [email protected]

United States / Rest of World
Kekst CNC
Anntal Silver
P: +1 212 518 6485
E: [email protected]
Nick Capuano
P: +1 917 842 7859
E: [email protected]

Media call Tuesday 14 December
5:15pm AEDT, 7:15am CET, 1:15am EST
Media conference call with CSL's Chief Executive Officer and Managing Director, Mr Paul Perreault and CSL's Chief Financial Officer, Ms Joy Linton.

Participants must pre-register for the conference by navigating to https://s1.c-conf.com/diamondpass/10018531-asm661.html

A calendar invite and passcode will be emailed upon registration.

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.

About Vifor Pharma
Vifor Pharma 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 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 Pharma 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. For more information, please visit viforpharma.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 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
The tender offer will not be made, directly or indirectly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require CSL or any of its subsidiaries to change or amend the terms or conditions of the tender offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the tender offer. It is not intended to extend the tender offer to any such country or jurisdiction. Any such documents relating to the tender offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of Vifor Pharma Ltd. by any person or entity resident or incorporated in any such country or jurisdiction.

The tender offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), subject to either (i) the exemptions provided by Rule 14d-1(c) under the U.S. Exchange Act (the "Tier I Exemption") and Rule 14e-5(b)(10) under the U.S. Exchange Act or (ii) the exemptions provided by Rule 14d-1(d) under the U.S. Exchange Act (the "Tier II Exemption") and Rule 14e-5(b)(12) under the U.S. Exchange Act and any exemptions that may be granted by the U.S. Securities and Exchange Commission ("SEC") and otherwise in accordance with the requirements of Swiss law. Accordingly, the tender offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. Neither the SEC nor any securities commission of any State of the United States has (a) approved or dis-approved of the tender offer; (b) passed upon the merits or fairness of the tender offer; or (c) passed upon the adequacy or accuracy of the disclosure in the Pre-Announcement of the tender offer or, when the tender offer is commenced, the tender offer prospectus. Any representation to the contrary is a criminal offence in the United States.

The communication is not being made by, and has not been approved by, an "authorised person" for the purposes of Section 21 of the U.K. Financial Services and Markets Act 2000.

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

Other Important Additional Information
This announcement contains summary information about CSL Limited ("CSL") and its controlled entities (the "Group") and the Group's activities which is current only as at the date of this announcement (unless otherwise stated). The information in this announcement is of a general nature and does not purport to be complete. CSL's historical information in this announcement is, or is based upon, information that has been released to the Australian Securities Exchange ("ASX"). This announcement should be read in conjunction with CSL's other periodic and continuous disclosure announcements lodged with the ASX, which are available at www.asx.com.au. Certain information in this announcement has been sourced from Vifor Pharma and its associates. While steps have been taken to review that information, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy.

For more information, see "Reliance on information provided" in Appendix B: Key Risks in the investor presentation lodged by CSL at the same time as this announcement.

This announcement contains statements that constitute forward-looking statements. The forward-looking statements contained in this announcement include statements regarding CSL's intent, belief or current expectations with respect to the timetable, conduct and outcome of the Offer and the use of Offer proceeds, statements about the Transaction, statements about the plans, objectives and strategies of the management of CSL, statements about the industry and markets in which the Group operates, and statements about the future performance of the Group's business and its financial condition, future earnings, distributions and performance, indicative drivers and forecasted economic indicators. The words "anticipate", "believe", "expect", "estimate", "aim", "project", "forecast", "estimate", "risk", "likely", "intend", "outlook", "should", "could", "would", "may", "will", "continue", "plan", "probability", "indicative", "seek", "target", "plan" and other similar expressions are intended to identify forward-looking statements.

You are strongly cautioned not to place undue reliance on forward-looking statements, including in respect of CSL's future financial performance and outlook, particularly in light of the current economic climate and the significant volatility, uncertainty and disruption caused by the outbreak of COVID-19.

Any such statements, opinions and estimates in this announcement speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-looking statements are provided as a general guide only. The forward-looking statements in this announcement are not indications, guarantees or predictions of future performance and involve known and unknown risks (including (without limitation) the risks and uncertainties associated with CSL, the Group, the business of the Group, the proposed acquisition of Vifor Pharma and the other risks set out in "Appendix [B]: [Key Risks]" to the investor presentation lodged by CSL at the same time as this announcement), uncertainties and other factors, many of which are beyond the control of CSL, its officers, employees, agents and advisors, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct, and may cause actual results to differ materially from those expressed or implied in such statements.

This announcement is not financial product or investment advice, a recommendation to acquire securities or accounting, legal or tax advice. It does not constitute an invitation or offer to apply for securities. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek legal and taxation advice appropriate for their jurisdiction. CSL is not licensed to provide financial product advice in respect of an investment in securities. This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any jurisdiction in which such an offer would be illegal. The new shares have not been, and will not be, registered under the U.S. Securities Act of 1933 (the "U.S." Securities Act) or the securities laws of any state or other jurisdiction of the United States. Accordingly, the new shares to be offered and sold in the Placement may not be offered or sold in the United States unless they are offered or sold pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United States. The new shares to be offered and sold in the SPP may not be offered or sold in the United States.

(1) Based on the USD:AUD exchange rate of 1.406 as of 13 December 2021.
(2) NPATA per share reflects net profit after tax excluding amortisation (post-tax) and excludes one-off transaction costs and integration costs. The Transaction is also expected to be immediately EPS accretive in the first full year of CSL ownership (expected to be FY23) on an EPS reported basis including the amortisation of intangibles recognised as a result of the acquisition based on a preliminary estimate of purchase price accounting.
(3) Full run rate annual pre-tax cost synergies of US$75 million expected to phase in over three years post acquisition close.
(4) Total acquisition consideration based on offer price of US$179.25 per share, fully diluted shares on issue of 65 million, and debt of CHF 540 million. CHF converted to USD at spot FX of 1.083 as at 13 December 2021. Excludes transaction costs.
(5) Evaluate Pharma and Vifor analysis, excluding metabolic syndrome.
(6) Based on the volume weighted average price of all on-exchange transactions in Vifor Shares on the SIX during the sixty SIX trading days and the average daily CHF:USD exchange rate of 1.083 over the sixty SIX trading days as of December 1, 2021.
(7) Eligible shareholders with a registered address in Australia or New Zealand on CSL's share register at 7.00pm [AEDT] on Monday 13 December 2021