AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR
CSL Limited (ASX: CSL; USOTC:CSLLY) is pleased to announce it has now received all necessary regulatory clearances for the acquisition of Vifor Pharma AG (Vifor) announced on 14 December 2021.
CSL has set the settlement date of the public tender offer for Vifor for 9 August 2022. If the offer conditions that remain in effect until the settlement remain fulfilled until that date, shareholders who accepted the offer will receive the offer price for each share tendered into the offer on the settlement date, subject to the terms of the offer.
CSL anticipates that it will hold more than 97% of Vifor shares upon the settlement of the offer and intends to have Vifor apply for the delisting of the Vifor Shares after the settlement. Also, CSL has filed an action to cancel the remaining publicly held Vifor Shares in accordance with Swiss takeover rules. The proceedings are currently suspended and will be resumed after the Settlement. Planning for the integration of Vifor is well advanced.
CSL’s Chief Executive Officer and Managing Director, Mr. Paul Perreault said, “We are excited to complete the acquisition of Vifor Pharma - enhancing CSL’s well-established patient focus and ability to protect the health of those facing a range of rare and serious medical conditions. I would like to thank our employees, strategic partners and shareholders who have shown their unwavering support throughout the acquisition process.”
“Joining CSL, the Vifor business adds near-term value along with a clear path to long-term sustainable growth. It also adds an outstanding management team, along with a high-value and complementary portfolio of products and market leading position in the nephrology and iron deficiency spaces.”
“We are pleased about the regulatory clearance for the transaction,” commented Abbas Hussain, Chief Executive Officer of Vifor Pharma. “As we complete the final steps on the CSL acquisition journey, I am full of confidence that Vifor Pharma will have a successful future as part of a larger, global organization. This will allow us to accelerate growth and to successfully drive multiple product launches as we continue to help even more patients around the world live better, healthier lives.”
Appointment of General Manager
CSL also advises Mr. Hervé Gisserot, a demonstrated global leader with diverse biopharma experience, has been designated to lead the Vifor business as General Manager upon settlement of the offer. He will report to CSL’s Chief Operating Officer, Dr. Paul McKenzie.
Mr. Gisserot is currently the Chief Commercial Officer for Vifor Pharma, joining in January 2022 following 13 years at GlaxoSmithKline where he served in multiple Senior Vice President (SVP) roles, including most recently as SVP & Head of Pharmaceuticals & Vaccines for Greater China & Intercontinental. Prior to that, he held various leadership roles of progressively more responsibility at Sanofi-Aventis, Aventis, Rhone-Poulenc Rorer and Fournier Group.
Dr. McKenzie said: “I’m pleased to welcome Hervé to the role of General Manager. With his proven track record of leading high-performing organizations, executing successful product launches across a number of geographies around the world, and delivering profitable growth, we have confidence in his leadership.”
Due to the closing of the acquisition, the current CEO Abbas Hussain will leave Vifor Pharma in the coming months. Jacques Theurillat, Chairman of the Board of Vifor Pharma, commented: “On behalf of the company, I would like to thank Abbas Hussain for his commitment and leadership during his tenure at Vifor Pharma. We wish him all the best for the future.”
Exemptions from SIX disclosure and publicity obligations
Due to the advanced stage of the acquisition process, SIX Exchange Regulation AG granted Vifor Pharma various exemptions from certain disclosure and publicity obligations in a decision dated 29 July 2022, including an exemption from the obligation to publish a Half-Year Report 2022. These exemptions will take effect upon publication of this ad hoc announcement.
The relevant parts of the decision of SIX Exchange Regulation AG are as follows:
I. Vifor Pharma AG (Issuer) is hereby exempted from the following obligations until the expiry of the period of validity of the Best Price Rule pursuant to Art. 10 para. 1 of the Ordinance of the Swiss Takeover Board of 21 August 2008 on Public Takeover Offers (Takeover Ordinance, TOO), until and including 22 September 2022:
a. Publication of the Half-Year Report 2022 (Art. 49 ff. LR in conjunction with art. 10 et seq. Directive on Financial Reporting [DFR] and Directive Regular Reporting Obligations [DRRO]);
b. Publication of ad hoc notices (Art. 53 LR in connection with the Directive on Ad Hoc Publicity [DAH]), with the exception of the publication of an ad hoc notice concerning the announcement of the date of delisting of the Issuer's registered shares as soon as such date is determined;
c. Disclosure of management transactions (Art. 56 LR);
d. Keeping of the corporate calendar (Art. 52 LR);
e. Fulfillment of the following regular reporting obligations (Art. 55 LR in conjunction with Art. 9 DRRO):
- para. 1.05 (Change of external auditors),
- para. 1.06 (Change of balance sheet date),
- para. 1.08 (4) (Change of weblink to the corporate calendar),
- para. 1.08 (5) (Change of weblink to the annual reports),
- para. 2.01 (Filing of annual reports),
- para. 3.05 (Resolutions regarding opting out/ opting up),
- para. 3.06 (Changes in connection with restrictions on transferability of shares),
- para. 5.02 (Reporting of conditional capital).
II. The exemptions pursuant to Section I shall commence with the publication of the ad hoc notice in accordance with the requirements in Section VI.
III. After the expiry of the Best Price Rule on 22 September 2022, the issuer shall be exempted from the obligations pursuant to Section I until 29 October 2022, if and to the extent that none of the following events has occurred by 22 September 2022 or occurs by 29 October 2022:
a. Entry of a minority shareholder or several minority shareholders in the proceedings for cancellation of the issuer's registered shares pursuant to Art. 137 of the Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Foreign Exchange Trading of 19 June 2015 (Financial Market Infrastructures Act, FMIA) before the competent court;
b. Withdrawal of the action for cancellation of the issuer's registered shares before the competent court by the plaintiff or by a legal successor;
c. Dismissal of the action for cancellation of the issuer's registered shares by the competent court;
d. The judgment of the competent court regarding the cancellation of the issuer's registered shares is upheld.
Should one of the events pursuant to this Clause a. to d. occur before the expiry of the period of validity of the Best Price Rule, the issuer's obligations pursuant to Section I shall revive immediately after the expiry of the period of validity of the Best Price Rule, i.e. on 23 September 2022.
If one of the events pursuant to this Clause a. to d. occurs after the expiry of the period of validity of the Best Price Rule, i.e. by 29 October 2022, the issuer's obligations pursuant to Section I shall be revived immediately. In the event of a revival of the obligations pursuant to Section I, the issuer must publish and submit to SIX Exchange Regulation AG the Half-Year Report 2022 within six weeks of the date of the respective revival of the obligations pursuant to Section I (Art. 50 LR in conjunction with Art. 11 et seq. Art. 11 ff. DFR and Art. 9 para. 2.01 (2) DRRO).
About Vifor Pharma Group
Vifor Pharma Group is a global pharmaceuticals company. It aims to become the global leader in iron deficiency and nephrology. The company is a partner of choice for pharmaceuticals and innovative patient-focused solutions across iron, dialysis, nephrology and rare conditions. Vifor Pharma Group strives to help patients around the world with severe, chronic and rare diseases lead better, healthier lives. It specializes in strategic global partnering, in-licensing and developing, manufacturing and marketing pharmaceutical products for precision patient care. Vifor Pharma Group holds a leading position in all its core business activities and includes the companies: Vifor Pharma, Sanifit Therapeutics, and Vifor 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 (SIX Swiss Exchange, VIFN, ISIN: CH0364749348). For more information, please visit viforpharma.com
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.
Important Additional Information
This release is for informational purposes only and does not constitute, or form part of, any offer or invitation to purchase, sell or issue, or any solicitation of any offer to sell, purchase or subscribe for any registered shares or other equity securities in Vifor 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. Terms and conditions of the tender offer have been published in CSL's offer prospectus regarding the tender offer. Shareholders of Vifor Pharma Ltd. are urged to read the tender offer documents, including the offer prospectus, which are or will be available at www.CSLtransaction.com.
Certain Offer Restrictions
The tender offer is not 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 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 sale or purchase of securities of Vifor Pharma Ltd. by any person or entity resident or incorporated in any such country or jurisdiction.
The tender offer is 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 the applicable exemptions provided by Rule 14d-1 under the U.S. Exchange Act and Rule 14e-5(b) 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 is 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 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 offer prospectus for full offer restrictions.
Other Important Additional Information
This announcement may contain statements that constitute forward-looking statements. 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.
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, 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. You are strongly cautioned not to place undue reliance on forward-looking statements.
This announcement is not financial product or investment advice, a recommendation to acquire or sell 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.