Medivir to acquire BioPhausia
A conference call to discuss this announcement will be held at 2.30pm
CET today, dial in details can be found at the end of this release.
Strategic and complementary acquisition, significantly strengthening
Medivir's commercial capabilities in the Nordic Market
Huddinge, Sweden - Medivir AB (publ) (“Medivir”) (NASDAQ OMX Nordic:
MVIR), the emerging research-based specialty pharmaceutical company
focused on infectious diseases, today announces an offer to acquire all
shares of BioPhausia AB (publ) (“BioPhausia”) (NASDAQ OMX Nordic: BIOP)
a profitable Nordic specialty pharma company and all Listed Warrants (as
defined below) issued by BioPhausia (the “Offer”).
· The acquisition of BioPhausia is a key strategic step towards
Medivir's aim to become a profitable research-based specialty
pharmaceutical company.
· In line with its strategy, the acquisition significantly expands
Medivir's commercial activities in the Nordic countries and creates the
platform for the expected launch and commercialization of TMC435,
Medivir's most promising Phase 3 clinical project for the treatment of
Hepatitis C, in the Nordic region where full commercial rights have been
retained.
· BioPhausia gives Medivir complementary competencies in regulatory
affairs, logistics, distribution, marketing, sales and quality
assurance, and a local presence in Sweden, Denmark and Finland.
· The Offer to the BioPhausia shareholders consists of a mixture of
cash and new class B Medivir shares as consideration valuing each
BioPhausia share at approximately SEK 1.65.
· The Offer thus values BioPhausia at approximately SEK 565 million
(EUR 62 million) and represents a premium of 44 per cent to the volume
weighted average price of approximately SEK 1.14 per BioPhausia share
over the 30 calendar days up to and including 8 April 2011, the last
trading day prior to the announcement of the Offer.
· The BioPhausia board of directors has
unanimously[1] (https://connect.ne.cision.com/#_ftn1) recommended that
BioPhausia shareholders and holders of Listed Warrants (as defined
below) accept the Offer.
· Two of BioPhausia's largest shareholders, Skandia Liv and Originat
AB, and those of the BioPhausia board members who have participated in
the board's deliberations and decisions regarding the Offer, have stated
that they intend to accept the Offer.
· The acceptance period of the Offer is expected to commence on or
around 2 May 2011 and expire three weeks later.
· An extraordinary general meeting (EGM) in Medivir will be held on 5
May 2011 to adopt the necessary shareholder resolutions to issue the
consideration shares.
Ron Long, CEO of Medivir, comments: "The acquisition of BioPhausia
brings Medivir closer to achieving its goal of becoming a sustainably
profitable, research-based specialty pharmaceutical company. We are
delighted to welcome the BioPhausia team to Medivir and the skills that
they bring will significantly advance our commercial capabilities as we
prepare to realize full value from TMC435, our lead once-daily, protease
inhibitor in Phase 3 development for hepatitis C."
Background to and Rationale for the Offer
BioPhausia is a profitable Swedish specialty pharmaceutical company with
activities across the Nordic region. The acquisition is a key step in
achieving Medivir's stated objective of becoming a research-based
sustainably profitable specialty pharmaceutical company and
significantly expands its existing Nordic commercial activities adding
over SEK 500 million of prescription pharmaceutical sales. The
acquisition creates the platform for the expected launch and
commercialization of TMC435, Medivir's most promising clinical project,
in the Nordic region where full commercial rights have been retained.
BioPhausia has successfully established itself as a specialty
pharmaceutical player in the Nordic market and will bring important
commercial and operational skills and capabilities to Medivir. The
acquisition will contribute valuable resources and competencies in
regulatory affairs, logistics, distribution, marketing, sales and
quality assurance, and an experienced and highly capable leadership
team. In addition, BioPhausia's revenues of over SEK 500 million with
good underlying profitability will significantly offset the ongoing
investments in Medivir's R&D portfolio.
Medivir considers the two businesses to be complementary and therefore
cost synergies are expected to be limited. The opportunities for revenue
growth are more substantial and Medivir intends to retain and build upon
the existing BioPhausia operations to facilitate the expected launch and
commercialization of TMC435 in the Nordic region where it has retained
full commercial rights. Medivir is evaluating additional in-licensing
and/or acquisition opportunities of complementary products to further
grow the commercial activities of the enlarged group.
The Offer
Medivir is offering each BioPhausia
shareholder:[2] (https://connect.ne.cision.com/#_ftn2)
· In respect of approximately 69.4 per cent. of the number of
BioPhausia shares tendered by such shareholder: approximately 0.0117 new
class B Medivir shares per BioPhausia share (the “Share Consideration”),
equivalent to a value of approximately SEK 1.65 per BioPhausia
share.[3] (https://connect.ne.cision.com/#_ftn3)
· In respect of the remaining approximately 30.6 per cent. of the
number of BioPhausia shares tendered by such shareholder: SEK 1.65 in
cash per BioPhausia share (the “Cash Consideration”).
Accordingly, for every 1,000 BioPhausia shares tendered, each BioPhausia
shareholder will receive SEK 504.90 in cash and approximately 8.13 new
class B Medivir shares.
As an alternative, BioPhausia shareholders with 5,000 or fewer
BioPhausia shares may elect to receive a guaranteed cash consideration
of SEK 1.65 per BioPhausia share (the “Guaranteed Cash Alternative”).
Medivir is offering each holder of warrants 2009/2012 issued to
BioPhausia's shareholders in May 2009 (“Listed Warrants”) SEK 0.32 in
cash for each Listed Warrant.[4] (https://connect.ne.cision.com/#_ftn4)
Pursuant to an exemption granted by the Swedish Securities
Council,[5] (https://connect.ne.cision.com/#_ftn5) the Offer is not
being made with respect to any of the warrants issued in May 2009 for
the purpose of BioPhausia's warrant incentive plan for employees.
Separately from the Offer, Medivir will offer the participants of the
warrant incentive plan fair treatment in respect of their entitlements.
No commission will be charged in respect of settlement of the Offer.
Medivir does not own any shares or other securities issued by
BioPhausia.
Offer Value and Premium
Based on the volume weighted average price of approximately SEK 140.77
per class B Medivir share over the 30 calendar days up to and including
8 April 2011 on NASDAQ OMX Stockholm, the Offer value and Offer premium
are the following.
· The Offer values each BioPhausia share at approximately SEK 1.65.
· The Offer values the equity capital of BioPhausia at approximately
SEK 565 million.[6] (https://connect.ne.cision.com/#_ftn6)
The Offer represents:
· A premium of 45 per cent. to SEK 1.14 per BioPhausia share, the
closing price on 8 April 2011, the last trading day prior to the
announcement of the Offer.[7] (https://connect.ne.cision.com/#_ftn7)
· A premium of 44 per cent. to the volume weighted average price of
approximately SEK 1.14 per BioPhausia share over the 30 calendar days up
to and including 8 April 2011, the last trading day prior to the
announcement of the Offer.
Assuming full acceptance of the Offer, all eligible small shareholders
electing the Guaranteed Cash Alternative and no holders of Listed
Warrants exercising their Listed Warrants to tender new shares in the
Offer, approximately SEK 186 million in cash is payable and
approximately 2.7 million new class B Medivir shares will be issued
under the Offer. Following completion of the Offer, existing Medivir
shareholders would then own Medivir shares representing approximately
91.4 per cent. of the Medivir shares and 92.8 per cent. of the votes in
Medivir. Former BioPhausia shareholders would then hold approximately
8.6 per cent. of the Medivir shares and 7.2 per cent. of the votes in
Medivir. Following Medivir's two share issues in 2010 and given its cash
balance of approximately SEK 650 million as at 31 December 2010, Medivir
has sufficient cash at hand to finance the cash consideration of the
Offer whilst maintaining its current business objectives.
Fractional Entitlements
Fractions of the new class B Medivir shares will not be issued to
accepting BioPhausia shareholders. Such fractions will be sold in the
market and the net proceeds will then be distributed between the
BioPhausia shareholders concerned.
Summary Financial Information Regarding the Enlarged Group
Set out below is a summary of financial information as if the
acquisition had been completed at year-end 2010, assuming that 100 per
cent of the shares are tendered in the Offer. The information is derived
from each company's public financial reports, where BioPhausia
financials have been adjusted for the divested OTC business's effect on
total turnover, EBITDA (operating profit/loss before depreciation and
amortization and one-off items) and EBIT (operating profit/loss before
one-off items), and the effect that one-off costs associated with
restructuring measures have had on EBITDA and EBIT.
SEK million
Medivir 2010 BioPhausia 2010 Medivir and BioPhausia aggregated
2010
Total turnover
62 506 568
Operating profit/loss before depreciation and amortization and one-off
items -129 65 -64
Operating profit/loss before one-off items
-137 39 -98
Number of employees
80 105 185
Further pro-forma financial information for the enlarged group under
IFRS and on the basis of Medivir's accounting policies will be included
in the offer document relating to the Offer. The pro-forma financial
information in the offer document will not include adjustments for the
divested OTC business and one-off costs but will include adjustments for
transaction costs and potential depreciation and amortization and other
costs in respect of surplus value relating to BioPhausia's assets.
Management and Employees
Medivir recognizes the skills and capabilities of BioPhausia's
management and employees, especially the successful restructuring of the
business during the latter part of 2010, and wishes to maintain an
excellent relationship with them. Medivir does not currently intend to
make any material changes for BioPhausia's employees, including their
terms of employment and the locations of business. However, Medivir has
identified that its current premises in Huddinge are too small and
intends to evaluate alternative options.
Completion Conditions of the Offer
Completion of the Offer is conditional upon:
1. the Offer being accepted to such an extent that Medivir becomes the
owner of shares representing more than 90 per cent. of the outstanding
shares of BioPhausia on a fully diluted basis;
2. Medivir's shareholders adopting the resolutions necessary to issue
new Medivir shares in connection with the Offer;
3. no other party announcing an offer to acquire shares in BioPhausia on
terms that are more favourable to the shareholders of BioPhausia than
the Offer;
4. neither the Offer nor the acquisition of BioPhausia being rendered
partially or wholly impossible or significantly impeded as a result of
legislation or other regulation, any decision of court or public
authority, or any similar circumstance, which is actual or can
reasonably be anticipated, and which Medivir could not reasonably have
foreseen at the time of announcement of the Offer;
5. no circumstances, which Medivir did not have knowledge of at the time
of announcement of the Offer, having occurred that have or can be
expected to have a material adverse effect upon BioPhausia's sales,
results, liquidity, equity or assets;
6. no information made public by BioPhausia or disclosed by BioPhausia
to Medivir being materially inaccurate, incomplete or misleading, and
BioPhausia having made public all information which should have been
made public by it; and
7. BioPhausia not taking any measures that are liable to impair the
prerequisites for making or implementing the Offer.
Medivir reserves the right to withdraw the Offer in the event that it is
clear that any of the above conditions is not satisfied or cannot be
satisfied. However, with regard to conditions 3-7, the Offer may only be
withdrawn provided that the non-satisfaction of such condition is of
material importance to Medivir's acquisition of BioPhausia.
Medivir reserves the right to waive, in whole or in part, one, several
or all of the conditions set out above, including, with respect to
condition 1, to complete the Offer at a lower level of acceptance.
Statements of Intention by BioPhausia Shareholders
Two of BioPhausia's largest shareholders, Skandia Liv and Originat AB,
and those of the BioPhausia board members who have participated in the
board's deliberations and decisions regarding the Offer, have stated
that they intend to accept the Offer. These shareholders' shareholdings
together represent approximately 20 per cent. of the shares and votes in
BioPhausia.
Board Recommendation
The board of directors of BioPhausia has
unanimously[8] (https://connect.ne.cision.com/#_ftn8) recommended that
BioPhausia shareholders and holders of Listed Warrants accept the Offer.
See separate press release from the BioPhausia board today.
Extraordinary General Meeting and Financing
The board of directors of Medivir has decided to convene an
extraordinary general meeting to adopt the necessary shareholder
resolutions to issue the consideration shares. The meeting will be held
on 5 May 2011. The notice is announced in a separate press release
today. A group of large shareholders in Medivir, together representing
approximately 30 per cent. of the votes and 16 per cent. of the shares
in Medivir, have stated that they are supportive of the Offer and that
they will vote their shares in favour of the matters related to the
Offer at the general meeting.
The Offer is not subject to any conditions concerning the availability
of financing of the cash consideration of the Offer but will be financed
with available cash at hand.
Due Diligence
After approval by the board of directors of BioPhausia, Medivir has
conducted a limited due diligence review of certain business, financial
and legal information relating to BioPhausia. In connection herewith,
Medivir has received information regarding BioPhausia's result for
January-March 2011, see separate press release from BioPhausia today.
BioPhausia has conducted a limited due diligence review of certain
business, financial and legal information relating to Medivir.
Certain Related Party Information
Anna Malm Bernsten is a board member of Medivir and a board member of
BioPhausia. She has not participated and will not participate in any
deliberations, decision-making or other measures in relation to the
transaction in her capacity of board member in either of the companies.
Governing Law
The Offer shall be governed by and construed in accordance with the laws
of Sweden. The Takeover Rules issued by NASDAQ OMX Stockholm, and
Swedish Securities Council rulings regarding the interpretation and
application of the Takeover Rules, apply in relation to the Offer. In
accordance with the Swedish Takeover Act, Medivir has undertaken to
NASDAQ OMX Stockholm to comply with the Takeover Rules and to submit to
any sanctions imposed by NASDAQ OMX Stockholm upon breach of the
Takeover Rules. The courts of Sweden shall have exclusive jurisdiction
over any dispute arising out of or in connection with the Offer and the
City Court of Stockholm shall be the court of first instance.
Compulsory Acquisition and De-listing
In the event that Medivir, whether in connection with the Offer or
otherwise, obtains more than 90 per cent. of the shares of BioPhausia,
Medivir intends to commence a compulsory acquisition procedure under the
Swedish Companies Act to acquire all remaining BioPhausia shares and
warrants. In connection therewith, Medivir intends to promote a
de-listing of the BioPhausia shares and Listed Warrants from NASDAQ OMX
Stockholm.
Indicative Timetable
The offer document regarding the Offer is expected to be published on or
around 29 April 2011. The acceptance period of the Offer is expected to
commence on or around 2 May 2011 and expire three weeks later, on or
around 23 May 2011. Medivir's and BioPhausia's interim reports for
January-March 2011 are scheduled to be published during the acceptance
period and will then be included in a supplement to the offer document
in due course. Medivir's extraordinary general meeting (and annual
general meeting) will be held on 5 May 2001.
Subject to the Offer being declared unconditional no later than on or
around 30 May 2011, settlement is expected to commence on or around 7
June 2011. Medivir reserves the right to extend the acceptance period as
well as the right to defer the date for settlement.
Advisors
Jefferies International Limited is acting as financial advisor to
Medivir in relation to the transaction. Vinge is acting as legal advisor
to Medivir in relation to the transaction.
Huddinge, 11 April 2011
Medivir AB (publ)
The Board of Directors
For further information, please contact:
Medivir (www.medivir.com)
Rein Piir, CFO & VP Investor Relations
+46 (0)708 537 292
M:Communications:Mary-Jane Elliott / Amber Bielecka / Katja
ToonMedivir@mcomgroup.com (Medivir@mcomgroup.com) +44(0)20 7920 2330
Conference Call Details:
A conference call will take place at 2.30pm CET today to discuss this
announcement. Please dial in via the following:
Sweden: +46 (0)8 5352 6439
UK:+44 (0)20 7138 0825
Confirmation code: 7694495
Replay (7 days):
Sweden: +46 (0)8 5051 3897
UK: +44 (0)20 7111 1244
PIN Number: 7694495#
Medivir is required under the Securities Markets Act to make the
information in this press release public. The information was submitted
for publication at 8:20 a.m. CET on 11 April 2011.
Medivir in Brief
Medivir is an emerging research-based specialty pharmaceutical company
focused on the development of high-value treatments for infectious
diseases. Medivir has world class expertise in polymerase and protease
drug targets and drug development which has resulted in a strong
infectious disease R&D portfolio. The company's key pipeline asset is
TMC435, a protease inhibitor which has recently entered phase 3 clinical
development for hepatitis C and is partnered with Tibotec
Pharmaceuticals. Medivir is headquartered in Huddinge, Sweden. Medivir's
class B shares are admitted to trading on NASDAQ OMX Stockholm, Mid Cap.
BioPhausia in Brief
BioPhausia is a Swedish specialty pharma company. The business is
divided into three main segments: Own products, Licensed products and
Parallel-imported products. The portfolio of pharmaceuticals includes
disease areas such as gastrointestinal, CNS (central nervous system) and
emergency medicine, and includes, inter alia, products such as Mollipect
and Citodon. Operations are carried out in the Nordic countries with a
unit for repackaging in Poland. BioPhausia is headquartered in
Stockholm, Sweden. The BioPhausia shares are admitted to trading on
NASDAQ OMX Stockholm, Small Cap. BioPhausia's Listed Warrants are also
listed on NASDAQ OMX Stockholm.
Important Information
This is a translation of the Swedish language announcement. In the event
of any discrepancies, the Swedish version shall prevail.
This announcement includes forward-looking statements about Medivir,
BioPhausia and the enlarged group. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events
and depend on circumstances that may or may not occur in the future.
Medivir cautions you that forward-looking statements are not guarantees
of future performance and the group's actual results of operations,
financial condition and liquidity, and the development of the industry
in which the group operates may differ materially from those made in or
suggested by the forward-looking statements contained in this document.
These forward-looking statements speak only as at the date of this
announcement. Medivir does not undertake any obligation to update or
revise publicly any forward-looking statement, whether as a result of
new information, future events or otherwise, and expressly disclaims any
obligation or undertaking to release publicly any updates or revisions
to any forward-looking statement contained herein to reflect any change
in Medivir's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
This announcement is not for distribution or transmission, directly or
indirectly, in or into the United States, Canada, Australia, Japan or
the Republic of South Africa and does not constitute, or form part of,
an offer to purchase, subscribe for, sell or exchange or the
solicitation of an offer to purchase, subscribe for, sell or exchange
any securities to any person in the United States, Canada, Australia,
Japan or the Republic of South Africa, nor the solicitation of any vote
or approval in any such jurisdiction, nor shall there be any sale, issue
or transfer of the securities referred to in this announcement in any
jurisdiction in contravention of applicable law (the “Restricted
Jurisdictions”). The Offer is not being made, directly or indirectly, in
or into the United States or any other Restricted Jurisdiction, or by
use of the mails, or by any means or instrumentality (including, without
limitation, facsimile transmission, telephone and the internet) of
interstate or foreign commerce, or of any facility of a national
securities exchange, of the United States or any other Restricted
Jurisdiction and the Offer cannot be accepted by any such use, means,
instrumentality or facility or from within the United States or any
other Restricted Jurisdiction. The Medivir shares have not been and will
not be registered under the US Securities Act of 1933, as amended (the
"Securities Act") and may not be offered or sold in the United States
unless registered under the Securities Act or an exemption from such
registration is available. No offering of Medivir shares is being made
in the United States.
[1] (https://connect.ne.cision.com/#_ftnref1) Anna Malm Bernsten has not
participated in the board's deliberations and decisions regarding the
Offer.
[2] (https://connect.ne.cision.com/#_ftnref2) Certain numbers are
rounded. The actual numbers that will be used to calculate the
consideration for accepting BioPhausia shareholders are as follows: (i)
For the rounded number 69.4 per cent. the exact number is 69.3720209351
per cent., (ii) for the rounded number 30.6 per cent. the exact number
is 30.6279790649 per cent., and (iii) for the rounded number 0.0117
class B Medivir shares the exact number is 0.0117210059 class B Medivir
shares. - The consideration offered is subject to adjustment should
BioPhausia pay any dividend or make any other distribution prior to
settlement of the Offer.
[3] (https://connect.ne.cision.com/#_ftnref3) The value of the Share
Consideration is based on the volume weighted average price per class B
Medivir share over the 30 calendar days up to and including 8 April 2011
of approximately SEK 140.77.
[4] (https://connect.ne.cision.com/#_ftnref4) Under the terms of the
Listed Warrants, each Listed Warrant entitles the holder to subscribe
for one new BioPhausia share at a strike price of SEK 1.50 per share at
any time up to and including 8 June 2012. The consideration offered for
the Listed Warrants is based on their theoretical value given the Offer
for the BioPhausia shares. The Listed Warrants are listed on NASDAQ OMX
Stockholm but the trading is very limited. The consideration offered for
the Listed Warrants represents a premium of 39 per cent. to SEK 0.23,
the closing price on 8 April 2011, and a premium of approximately 46 per
cent. to the volume weighted average price of SEK 0.22 over the 30
calendar days up to and including 8 April 2011. There are 42,730,352
Listed Warrants outstanding.
[5] (https://connect.ne.cision.com/#_ftnref5) Council statement 2011:10.
[6] (https://connect.ne.cision.com/#_ftnref6) Based on 342,555,069
outstanding BioPhausia shares.
[7] (https://connect.ne.cision.com/#_ftnref7) The corresponding premium
based on the closing price on 8 April 2011 of SEK 146.75 per class B
Medivir share (rather than the 30-day volume weighted average price) is
49 per cent.
[8] (https://connect.ne.cision.com/#_ftnref8) Anna Malm Bernsten has not
participated in the board's deliberations and decisions regarding the
Offer.
Medivir to acquire BioPhausia
| Quelle: Medivir AB
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