MELBOURNE, Australia & ST. GALL, Switzerland–(BUSINESS WIRE)–Regulatory news:
AD HOC ANNOUNCEMENT PURSUANT TO ART. 53LR
CSL Behring AG, Bern, Switzerland, a wholly-owned subsidiary of global biotechnology leader CSL Limited (ASX: CSL; USOTC: CSLLY), today announced the preliminary notice of the interim results of its tender offer to to acquire all publicly held shares of Vifor Pharma Ltd. (SIX:VIFN; ISIN:CH0364749348) for US$179.25 per share, as disclosed in the offering prospectus dated January 18, 2022.
According to the provisional interim result, taking into account the Vifor Pharma shares held by the offeror and persons acting in concert with the offeror at the end of the main offer period and the Vifor Pharma shares tendered during the main offer period , CSL’s stake at the end of the main offer period on March 2, 2022 amounts to a total of 74% of all Vifor Pharma shares listed on March 2, 2022, subject to the completion of the offer. CSL highly appreciates this strong support for the combination with CSL by the shareholders of Vifor Pharma. If the final figures are substantially the same or higher than the preliminary figures, the offeror plans to waive the 80% acceptance rate condition and declare the offer successful in the final notice of interim results, which should be published. on March 8, 2022.
The provisional notice of the intermediate result is available on www.csltransaction.com.
If the offer is declared successful by the offeror in the final notice of interim results, the additional acceptance period of 10 trading days for the subsequent acceptance of the public offer should begin on March 9, 2022 and expire on March 22, 2022, 4 p.m. Swiss time.
The regulatory approval process for the offer is well underway and CSL is very confident that the remaining conditions will be satisfied such that settlement of the offer could occur around mid-2022, as previously reported. As described in the offering prospectus, after closing CSL expects to file with SIX Exchange Regulation an application to delist the Vifor shares.
About the Vifor Pharma Group
The Vifor Pharma Group is a global pharmaceutical company. It aims to become the world leader in iron deficiency and nephrology. The company is a partner of choice for pharmaceuticals and innovative patient-focused solutions in iron, dialysis, nephrology and rare diseases. The Vifor Pharma Group strives to help patients around the world with serious, chronic and rare diseases lead better and healthier lives. She specializes in strategic global partnerships, licensing and development, manufacturing and marketing of pharmaceutical products for precision patient care. The Vifor Pharma Group has a leading position in all its core businesses and comprises the companies: Vifor Pharma, Sanifit Therapeutics and Vifor Fresenius Medical Care Renal Pharma (a joint venture with Fresenius Medical Care). The 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 viverpharma.com
CSL (ASX: CSL; USOTC: CSLLY) is a leading global biotechnology company with a dynamic portfolio of lifesaving medicines, including those that treat hemophilia and immune deficiencies, as well as vaccines to prevent influenza. Since our beginnings in 1916, we have been driven by our promise to save lives using the latest technology. Today, CSL — including our two businesses, CSL Behring and Seqirus — supplies lifesaving 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 their lives to the fullest. For more information, visit csl.com.
Important additional information
This press release is provided for informational purposes only and does not constitute or form part of an offer or invitation to buy, sell or issue, or any solicitation of an offer to sell, buy or subscribe. registered shares or other equity securities of Vifor Pharma Ltd., nor shall it form the basis of, or be relied upon in connection with, any contract to that effect. This press release does not form part of the documentation relating to the tender offer. The terms and conditions of the tender offer have been disclosed in CSL’s offering prospectus relating to the tender offer. Shareholders of Vifor Pharma SA 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 being made, directly or indirectly, in any country or jurisdiction in which it would be considered illegal or would otherwise violate applicable laws or regulations, or which would require CSL or any of its affiliates to change or modify the terms or conditions of the tender offer in any way, to make any additional filing with any governmental, regulatory or other authority or to take any additional action in connection with the tender offer of purchase. There are no plans to extend the tender offer to these countries or jurisdictions. Any document relating to the tender offer must not be distributed in such a country or such a jurisdiction nor be sent to such a country or such a jurisdiction, and must not be used for the purpose of soliciting the sale or the purchase of securities of Vifor Pharma SA by any person. or an entity resident or incorporated in such country or jurisdiction.
The tender offer is being made in the United States pursuant to Section 14(e) and Regulation 14E under the US Securities Exchange Act of 1934, as amended (the “US Exchange Act”), subject to applicable exemptions provided by Rule 14d-1 under the US Exchange Act and Rule 14e-5(b) under the US Exchange Act and any exemptions that may be granted by the US 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, which are different from those applicable under U.S. takeover bid laws and procedures. Neither the SEC nor any US state securities commission has (a) approved or disapproved of the tender offer; (b) has ruled on the merits or fairness of the tender offer; or (c) has passed judgment on the adequacy or accuracy of the information contained in the offering prospectus. Any statement to the contrary is a criminal offense in the United States.
The communication is not made by, and has not been approved by, an ‘approved person’ for the purposes of section 21 of the UK Financial Services and Markets Act 2000.
Reference is made to the offering prospectus for the full restrictions of the offering.
Other important additional information
This announcement may contain statements that constitute forward-looking statements. The words “anticipate”, “believe”, “expect”, “estimate”, “aim”, “project”, “expect”, “estimate”, “risk”, “probable”, “intend “, “outlook”, “should”, “could”, “would”, “may”, “will”, “continue”, “plan”, “probability”, “indicative”, “seek”, “target”, “plans” and other expressions are intended to identify forward-looking statements.
All statements, opinions and estimates contained in this announcement speak only as of the date hereof and are based on assumptions and contingencies which are subject to change without notice, as are statements about trends, projections, market and industry guidelines and estimates. Forward-looking statements are provided for illustrative purposes only. The forward-looking statements contained 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 advisers, and may involve significant subjective judgments and assumptions about future events that may or may not be correct, and may cause actual results to differ materially from those expressed or implied by 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 buy or sell securities, or accounting, legal or tax advice. It does not constitute an invitation or an offer to subscribe 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, potential investors should consider the relevance of the information to their own financial and tax objectives, circumstances and needs and seek legal and tax advice appropriate to their jurisdiction. CSL is not authorized to provide financial product advice with respect to an investment in securities.