JANUARY 27 2021
Nordic Capital today announced a recommended cash offer to acquire the entire issued and to be issued limited voting share capital of ADVANZ PHARMA CORP. LIMITED (“ADVANZ PHARMA”), a specialty pharmaceutical company with a strategic focus on complex medicines with direct sales access in Europe and a global distribution network.
The acquisition will be effected by means of a Court sanctioned members’ scheme of arrangement. Under the terms of the offer, shareholders would receive a price of USD 17.26 per ADVANZ PHARMA share. The offer values the entire issued and to be issued limited voting share capital of ADVANZ PHARMA at approximately USD 846 million.
ADVANZ PHARMA shareholders, representing in aggregate approximately 87.94 per cent of the limited voting share capital of ADVANZ PHARMA, have irrevocably undertaken to vote in favour of the scheme.
As an alternative to the cash offer, eligible ADVANZ PHARMA shareholders may elect a non-cash alternative offer, pursuant to which they would receive unlisted shares in Cidron Aida Limited, the ultimate parent company of BidCo, for each ADVANZ PHARMA share up to a maximum of 20% of the issued share capital of Cidron Aida Limited. The terms and conditions of the alternative offer are detailed in paragraph 12 of the Rule 2.7 announcement.
ADVANZ PHARMA is headquartered in London and has commercial affiliates in Europe, North America and Australia, and supply chain, regulatory as well as administrative operations in India. Furthermore, ADVANZ PHARMA has an established global network of commercial partners throughout the rest of the world. With an agile and experienced team, including direct sales, marketing and medical capability across many of Europe’s major markets, ADVANZ PHARMA supplies, innovates and enhances the critical medicines patients depend on, ensuring continued patient access and improving healthcare outcomes. ADVANZ PHARMA has a broad expertise in several therapeutic areas with particular strengths in the critical care, anti-infectives, endocrinology, cardiovascular and central nervous system therapeutic areas, along with direct sales access in Europe, making it an attractive partner when commercialising complex medicines.
“As an active and supportive owner, Nordic Capital sees strong opportunities to further invest in and strengthen ADVANZ PHARMA’s platform and to accelerate the Company’s pipeline of innovative specialty pharmaceutical products. We believe that Nordic Capital is an ideal partner for ADVANZ PHARMA’s management in order to realise the Company’s long-term potential. Nordic Capital is one of the most active healthcare investors in Europe and the US, with deep experience across the pharmaceutical sector. An investment in ADVANZ PHARMA is therefore at the core of Nordic Capital’s healthcare investment strategy,” said Raj Shah, Partner and Head of Healthcare, Nordic Capital Advisors.
Nordic Capital is a leading European private equity investor with extensive experience in the healthcare sector and a long history of developing stronger, sustainable companies. Since inception in 1989, Nordic Capital has deployed more than EUR 6.1 billion in 26 healthcare platform investments across Europe and North America.
Commenting on the Announcement, Elmar Schnee, Chairman of ADVANZ PHARMA, said:
“The Board is very pleased to have come to a positive conclusion to the formal sale process announcement, which commenced on 23 October 2020. I would like to thank the management team of ADVANZ PHARMA for their work and dedication in managing the company and the additional workload arising from the process. The proposal from Nordic Capital is considered by the ADVANZ PHARMA Independent Directors as the best outcome for all shareholders, having had discussions with, and approaches from, a variety of potential acquirors. ADVANZ PHARMA has made good progress in developing its new European hospital growth platform and portfolio, while also stabilising its established products business. In order to continue this reorientation and deliver a sustainable long term business model, it will have the support of Nordic Capital, a major private equity partner, which is committed to investing in the growth of the business going forward.”
The acquisition, which is expected to close in the second quarter of 2021, is subject to a number of conditions, details of which are set out in Appendix I to the Rule 2.7 announcement.
A copy of the Rule 2.7 announcement is available on the ADVANZ PHARMA website (www.advanzpharma.com).
Footnote: “Nordic Capital” refers to any, or all, Nordic Capital branded or associated investment vehicles and their associated management entities. Nordic Capital is advised by several non-discretionary sub-advisory entities, any or all of which is referred to as “Nordic Capital Advisors”.
Katarina Janerud, Communications Manager
Nordic Capital Advisors
Tel: +46 8 440 50 50
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 EUR 16 billion in over 110 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
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.