Meda’s acquisition of Rottapharm completed and the rights issue of SEK 2 billion is launched

Not for release, publication or distribution, directly or indirectly, in or into
the United States, Canada, Australia, Japan, Hong Kong, New Zealand, South
Africa or any other jurisdiction where such distribution of this press release
would be subject to legal restrictions

  · The acquisition of the Italian specialty pharma company Rottapharm has been
completed. The total purchase price amounts to SEK 21.2 billion.

  · As part of the financing of the acquisition, the Board of Directors has
resolved to, subject to the approval by an Extraordinary General Meeting, launch
a rights issue of approximately SEK 2.0 billion with preferential rights for
Meda’s shareholders. The Extraordinary General Meeting will be held on 6
November 2014.

  · Complete terms and conditions of the rights issue, including subscription
price, are expected to be announced no later than 6 November 2014. Subject to
the approval of the rights issue by the Extraordinary General Meeting, the
subscription period will run from 19 November up to and including 4 December
2014.

On 31 July 2014, Meda announced entering into an agreement to acquire the
Italian specialty pharma company Rottapharm S.p.A. Completion of the transaction
was subject to certain conditions, including clearance from a number of
competition authorities. All necessary approvals have now been obtained and the
acquisition of Rottapharm has thus been completed, and Rottapharm is now a
wholly owned subsidiary of Meda. The agreed purchase price amounted to SEK 21.2
billion (EUR 2.275 billion) on a debt free basis, and consisted of SEK 15.3
billion (EUR 1.643 billion) in cash, 30 million Meda shares at a value, at the
time of entering into the agreement, equivalent to SEK 3.3 billion and an
unconditional deferred payment of SEK 2.6 billion (EUR 0.275 billion) which will
be settled in January 2017.

Rottapharm is a leading specialty pharma company with focus on brands within
consumer healthcare. The company’s products are differentiated through the
professional endorsement of doctors and pharmacists within the consumer
healthcare segment. The company combines Rx-products with more traditional
consumer healthcare products, characterized by high scientific credibility
(clinically-proven consumer healthcare products or Cx); these are high-margin,
non-reimbursed products with nearly no generic competition. Rottapharm has a
global footprint with business in around 90 countries worldwide. In 2013,
Rottapharm generated revenues of EUR 536 million, of which 75% within the Cx
segment, with an adjusted EBITDA of EUR 149 million.

Meda’s Annual General Meeting 2014 resolved to authorise the Board of Directors
until the next Annual General Meeting to, on one or more occasions, decide to
increase the share capital by issuing new shares of Class A and/or Class B. The
authorisation included a maximum of 30,224,306 shares. In connection with the
acquisition of Rottapharm, the Board of Directors has decided to use the
authorisation to pay part of the agreed purchase price by way of issuing
30,000,000 Class A shares for the benefit of Rottapharm’s previous owner, Fidim
S.r.l.

The Board of Directors in Meda has further, subject to the approval of the
Extraordinary General Meeting, decided to launch a rights issue of Class A
shares of approximately SEK 2.0 billion with preferential rights for Meda’s
shareholders. The purpose of the rights issue is to finance part of the
acquisition of Rottapharm.

Terms of the rights issue
Existing shareholders have preferential rights to subscribe for new Class A
shares in proportion to their holdings. In the event that all shares are not
subscribed for with subscription rights, the Board of Directors shall decide on
allocation of shares subscribed for without the exercise of subscription rights
up to the maximum amount of the rights issue. Such shares will firstly be
allocated to those who have subscribed for shares by exercising subscription
rights and applied for subscription of additional shares, irrespective of
whether they were shareholders on the record date or not. In the event of
oversubscription, allocation shall be made pro rata in proportion to the number
of shares such persons have subscribed for in the rights issue, and if this
cannot be made, by the drawing of lots. Allocation shall secondly be made to
other subscribers who have subscribe without subscription rights and, should the
issue be oversubscribed, in relation to the number of shares that such persons
have given notice to subscribe for, and if this cannot be made, through drawing
of lots. The record date at Euroclear Sweden AB for participation in the rights
issue with preferential rights is 13 November 2014. The subscription period will
run from 19 November up to and including 4 December 2014, or such later date as
decided by the Board of Directors.

The increase of the share capital, the maximum number of shares to be issued and
the subscription price for the new shares, will be determined by the Board of
Directors and is expected to be announced on or about 6 November 2014.

The rights issue is subject to approval by the Extraordinary General Meeting to
be held at 13:00 CET on 6 November 2014 at Meda’s premises at Pipers väg 2A in
Solna, Sweden. See separate press release regarding notice to the Extraordinary
General Meeting for further information.

Subscription undertakings
Meda’s two largest shareholders, Stena Sessan Rederi AB and Fidim S.r.l, which
together will represent approximately 30 percent of the votes and the capital in
Meda at the time of the Extraordinary General Meeting, have undertaken to vote
in favour of the rights issue at the Extraordinary General Meeting and to
subscribe for their pro rata shares of the offering.

Indicative timetable for the rights issue

6 November      Announcement of complete terms and conditions, including
2014            subscription price and subscription ratio
6 November      Extraordinary General Meeting to approve the rights issue
2014            resolved by the Board of Directors
11 November     Last day of trading in the shares including right to
2014            participate in the rights issue
12 November     First day of trading in the shares excluding right to
2014            participate in the rights issue
13 November     Record date for participation in the rights issue, i.e.
2014            shareholders who are registered in the share register as of
                this day will receive subscription rights for participation in
                the rights issue
On or about 14  Estimated date for the publication of the prospectus
November 2014
19 November –   Trading in subscription rights
2 December
2014
19 November –   Subscription period
4 December
2014
On or about 11  Announcement of results of the rights issue
December 2014


Financial and legal advisors
Danske Bank A/S, Danmark, Sverige Filial, Nordea Bank AB (publ) and SEB
Corporate Finance, Skandinaviska Enskilda Banken AB (publ) are acting as
financial advisors and Advokatfirman Lindahl KB is acting as legal advisor to
Meda in connection with the rights issue.



For further inquiries, please contact:

Paula Treutiger, Head of Corporate Communications and IR
ph: +46 733-666 599
paula.treutiger@meda.se


Meda AB discloses the information provided herein pursuant to the Securities
Markets Act and/or the Financial Instruments Trading Act. The information was
submitted for publication on October 10, 2014, at 16:05 CET.


MEDA AB (publ) is a leading international specialty pharma company. Meda’s
products are sold in more than 120 countries worldwide and the company is
represented by its own organizations in close to 60 countries. The Meda share is
listed under Large Cap on the Nasdaq Stockholm. Find out more, visit
www.meda.se.

Important information

The information in this press release does not constitute an offer to acquire,
subscribe for or otherwise trade in shares, subscription rights or other
securities in Meda. Any invitation to the persons concerned to subscribe for
shares in Meda will only be made through the prospectus that Meda estimates to
publish on or around 14 November 2014.

This press release may not be released, published or distributed, directly or
indirectly, in or into the United States, Australia, Canada, Hong Kong, Japan,
New Zealand, South Africa or any other jurisdiction where such action is wholly
or partially subject to legal restrictions or where such action would require
additional prospectuses, registrations or other actions in addition to what
follows from Swedish law. Nor may the information in this press release be
forwarded, reproduced or disclosed in a manner that contravenes such
restrictions or would entail such requirements. Failure to comply with this
instruction may result in a violation of applicable securities laws.

No subscription rights, BTAs (interim shares) or new shares have or will be
registered under the U.S. Securities Act of 1933, as amended, (“Securities
Act”), or securities legislation in any state or other jurisdiction in the
United States and may not be offered or sold, directly or indirectly, in or into
the United States, except pursuant to an available exemption from the
registration requirements of the Securities Act and in compliance with the
securities laws of any state or other jurisdiction of the United States.

This press release may contain forward-looking statements which reflect Meda’s
current view on future events and financial and operational development. The
words “intend”, “estimate”, “expect”, “may”, “plan”, “anticipate” or similar
expressions regarding indications or prognoses of future developments or trends
and which are not statements based on historical facts constitute forward
-looking information. Although Meda believes that these statements are based on
reasonable assumptions and expectations, Meda cannot give any assurances that
such statements will materialize. Forward-looking statements are in its nature
involved with both known and unknown risks and uncertainties, since it is
depending on future events and circumstances. Forward-looking statements do not
constitute any representations and warranties and the outcome could differ
materially from the information set out in the forward-looking statements.