STOCKHOLM, May 28, 2024
/PRNewswire/ -- The Board of Directors of Calliditas
Therapeutics AB (publ) unanimously recommends that the shareholders
and holders of American Depositary Shares
("ADS") of Calliditas Therapeutics AB (publ)
(jointly the "Securityholders") accept the
public tender offer by Asahi Kasei Corporation.
Background
This statement is made by the Board of Directors (the
"Board") of Calliditas Therapeutics AB (publ)
("Calliditas" or the "Company") pursuant to section
II.19 of the Nasdaq Stockholm takeover rules ("Section
II.19") and Regulation 14D under the Securities Exchange Act of
1934, as amended (together with Section II.19, the "Takeover
Rules").
Asahi Kasei Corporation ("Asahi Kasei" or the
"Offeror"), today announced a public cash offer to acquire
all shares in Calliditas (the "Shares") for SEK 208 in cash per Share (the "Offer").
The Offer will also include a concurrent offer by the Offeror to
acquire all American Depositary Shares, each representing two
Shares in Calliditas, for SEK 416 in
cash per ADS, which will be conducted pursuant to the securities
rules of the United States. The
total value of the Offer corresponds to SEK
11,164 million.[1]
The Offer represents a premium of:
- 83 per cent compared to the closing price of the Shares on
Nasdaq Stockholm on May 27, 2024 of
SEK 113.6, the last trading day prior
to the announcement of the Offer;
- 83 per cent compared to the volume weighted average price of
the Shares on Nasdaq Stockholm during the 30 latest trading days up
to and including May 27, 2024 of
SEK 113.4; and
- 74 per cent compared to the closing price of the ADS on Nasdaq
Global Select Market on May 24, 2024
of USD 22.42, and 91 per cent
compared to the volume weighted average price of the ADS on Nasdaq
Global Select Market during the 30 latest trading days up to and
including May 24, 2024 of
USD 20.42.[2]
The acceptance period of the Offer is expected to commence on or
around July 18, 2024 and expire on or
around August 30, 2024, subject to
any extensions.
Completion of the Offer is conditional upon customary conditions
including, amongst other things, Asahi Kasei becoming the owner of
more than 90 per cent of the Shares in Calliditas (on a fully
diluted basis) and receipt of all necessary regulatory,
governmental or similar clearances, approvals and decisions,
including from competition authorities and agencies screening
foreign direct investments, in each case on terms that, in the
Offeror's opinion, are acceptable. Asahi Kasei has reserved the
right to waive, in whole or in part, these and other conditions for
completion of the Offer. Asahi Kasei has also reserved the right to
shorten the acceptance period and set an earlier settlement date as
well as to extend the acceptance period and to postpone the
settlement date, as may be permissible under applicable laws and
regulations. Please refer to the Offeror's press release regarding
the Offer for further information.
At the written request of the Offeror, the Board has permitted
the Offeror to carry out a due diligence review of Calliditas in
relation to the preparation of the Offer. In connection with such
review, Asahi Kasei has received certain information concerning the
Company's financial performance for the period up to and ended
March 31, 2024 as well as a trading
update for the period until May 23,
2024. This information was subsequently included in the
Company's quarterly report for the first quarter of 2024, which was
released on May 23, 2024. Except as
set out above, Asahi Kasei has not received any inside information
in connection with its due diligence review.
BVF Partners, Linc AB (publ) and Stiftelsen Industrifonden, the
three largest Securityholders of Calliditas together with other
large Securityholders, whose combined interest in the Company
represents approximately 44.65 per cent[3] of the total
number of shares, have entered into undertakings with the Offeror
to accept the Offer, subject to certain conditions (the
"Irrevocable Undertakings"). Please refer to the Offeror's
press release regarding the Offer for more information about the
Irrevocable Undertakings.
Lazard AB ("Lazard") is acting as financial advisor to
Calliditas and Advokatfirman Vinge KB (Swedish counsel) and DLA
Piper LLP (US) (international counsel) are legal advisors to
Calliditas in connection with the Offer.
Lazard has, in its capacity as financial advisor, provided an
opinion to the Board in connection with the Offer that, as of
May 27, 2024, based upon and subject
to the factors, limitations and assumptions set forth therein, the
consideration in SEK to be paid in connection with the Offer to the
Securityholders of Calliditas is fair from a financial point of
view to the Securityholders of Calliditas, which was prepared in
reliance on certain information as provided in the opinion. The
full text of the written opinion, which sets forth assumptions
made, procedures followed, matters considered and limitations on
the review undertaken in connection with the opinion, is attached
to this statement. Lazard provided its view on fairness, from a
financial point of view, and advice solely for the information and
assistance of the Board in connection with its consideration of the
Offer and not to the Securityholders of Calliditas. Lazard's
opinion is not a recommendation as to whether any Securityholder of
Calliditas should tender their shares or ADS in connection with the
Offer or any other matter related thereto. Lazard's total fee as
financial advisor is contingent on the size of the Offer
consideration and whether the Offer is completed. Lazard will
receive a fixed fee for providing this opinion, which is payable
upon delivery of this opinion and creditable against Lazard's total
fee.
The Board's recommendation
The Board's evaluation of the Offer must be made in respect of
the Company's present market position and the future opportunities
available, as well as the risks and uncertainties associated with
the Company's future developments and strategy. In that respect,
the Board has taken a number of factors into account which it has
deemed relevant to the evaluation of the Offer. In addition to the
aforementioned factors, these include, but are not limited to, the
Company's present strategic and market position and its potential
future development and the thereto related opportunities and risks.
The Board has considered valuation methods normally used to
evaluate public offers for listed companies, including how the
Offer values Calliditas in relation to comparable listed companies
and comparable transactions, bid premiums in previous public
takeover offers, the stock market's expectations regarding the
Company's prospects and the Board's view of the Company's value
based on its expected future cash flows.
In the Board's opinion, the combination of the Offeror and
Calliditas will leverage and complement the Offeror's product
offerings as well as its ability and expertise in rare disease drug
development and commercialization. With Asahi Kasei as its new
strategic owner, the Company aims to realize the benefits of being
part of a larger platform and the potential opportunity to
accelerate the Company's revenue growth trajectory as well as
pipeline development.
The proposed transaction highlights the shared commitment of the
Offeror and Calliditas in addressing the significant unmet medical
need in IgA nephropathy with the continued focused development of
this first to market product in IgAN.
The Board notes that the Offer implies a premium of
approximately 83 per cent compared to the closing price of
SEK 113.6 for the Calliditas Shares
on Nasdaq Stockholm on May 27, 2024
and a premium of approximately 83 per cent compared to the volume
weighted average price for the Calliditas Shares on Nasdaq
Stockholm during the last 30 trading days prior to announcement of
the Offer. Likewise, the Offer implies a premium of approximately
74 per cent compared to the closing price of USD 22.42 for the Calliditas ADS on the Nasdaq
Global Select Market on May 24, 2024
and a premium of approximately 91 per cent compared to the volume
weighted average price for the Calliditas ADS on the Nasdaq Global
Select Market during the last 30 trading days prior to announcement
of the Offer.
In its evaluation of the Offer, the Board has also taken into
account the Irrevocable Undertakings from the Company's three
largest Securityholders together with other large Securityholders,
whose interest together represents approximately 44.65 per
cent[4] of the total number of shares in Calliditas.
The Board has, as part of its process to evaluate the Offer and
in line with its fiduciary duties, investigated other opportunities
in light of the approach by the Offeror. The Board has been in
contact with other potential bidders in order to evaluate a
superior offer.
The Board also notes that the Offer is not subject to any
financing condition and the Offer is financed by Asahi Kasei's cash
on hand.
Having concluded this assessment, the Board believes that the
terms of the Offer reflect the Company's present position and
growth prospects, including the risks and uncertainties associated
with those prospects.
On this basis, the Board unanimously recommends that the
Securityholders of Calliditas accept the Offer.
Under the Takeover Rules, the Board is required, on the basis of
the Offeror's statements in the announcement of the Offer, to make
public its opinion of the effects the implementation of the Offer
may have on Calliditas, specifically employment, and its views on
the Offeror's strategic plans for the Company and the effect these
may be expected to have on employment and the places where
Calliditas conducts its business. The Offeror has in this respect
communicated:
"Asahi Kasei recognizes the exceptional capabilities and skills
of Calliditas' dedicated management and employees and looks forward
to welcoming these individuals to Asahi Kasei. Further, Calliditas
has infrastructure in a number of markets where Asahi Kasei
currently has limited resources, including Sweden. Asahi Kasei has not made any decisions
involving any changes to Calliditas' business, the locations where
Calliditas conducts its business or Calliditas' management and
employees, including their terms of employment. However, to realize
efficiencies, the integration of Asahi Kasei and Calliditas will
likely entail some changes to the organization, operations and
employees of the combined group. In the period following the
completion of the Offer and following careful review of the needs
of the combined business, Asahi Kasei will determine the optimal
structure of the combined company to continue to deliver success in
the future."
The Board has no reason to question these statements regarding
employment, the Offeror's strategic plans for Calliditas or the
impact these could be expected to have on employment and on the
Company's business locations.
This statement shall in all respects be governed by and
construed in accordance with Swedish law. Any dispute arising out
of or in connection with this statement shall be settled
exclusively by Swedish courts.
Stockholm on May 28, 2024
Calliditas Therapeutics AB (publ)
The Board of Directors
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements
concerning the Company, Asahi Kasei and the Offer that involve a
number of risks and uncertainties. Words such as "believes,"
"anticipates," "plans," "expects," "seeks," "estimates," and
similar expressions are intended to identify forward-looking
statements, but other statements that are not historical facts may
also be deemed to be forward-looking statements. In this
communication, the Company's forward-looking statements include
statements about the parties' ability to satisfy the conditions to
the consummation of the Offer; statements about the expected
timetable for the consummation of the Offer; the Company's plans,
objectives, expectations and intentions; and the financial
condition, results of operations and business of the Company and
Asahi Kasei. The forward-looking statements contained in this
communication represent the judgment of the Company as of the date
of this communication and involve known and unknown risks and
uncertainties, which might cause the actual results, financial
condition and liquidity, performance or achievements of the
Company, or industry results, to be materially different from any
historic or future results, financial conditions and liquidity,
performance or achievements expressed or implied by such
forward-looking statements. In addition, even if the Company's
results, performance, financial condition and liquidity, and the
development of the industry in which it operates are consistent
with such forward-looking statements, they may not be predictive of
results or developments in future periods. Important factors that
could cause actual results to differ materially from those
indicated by forward-looking statements include risks and
uncertainties relating to: the inherent uncertainties associated
with competitive developments, clinical trial and product
development activities and regulatory approval requirements;
expectations for the Company's product pipeline, including
addressable market size and growth; the Company's reliance on
collaborations with third parties; estimating the commercial
potential of the Company's development programs; the need to
develop new products and adapt to significant technological change;
implementation of strategies for improving growth; general economic
conditions and related uncertainties; dependence on customers'
capital spending policies and government funding policies; the
effect of economic and political conditions and exchange rate
fluctuations on international operations; use and protection of
intellectual property; the effect of changes in governmental
regulations; any natural disaster, public health crisis or other
catastrophic event; and the effect of laws and regulations
governing government contracts, as well as the possibility that
expected benefits related to recent or pending acquisitions,
including the proposed acquisition, may not materialize as
expected; the proposed acquisition not being timely completed, if
completed at all; regulatory approvals required for the transaction
not being timely obtained, if obtained at all, or being obtained
subject to conditions; the number of the Company's stockholders
that will tender their stock in the Offer; the possibility that
competing offers will be made; the possibility that various
conditions for the Offer may not be satisfied or waived; prior to
the completion of the transaction, the Company's business
experiencing disruptions due to transaction-related uncertainty or
other factors making it more difficult to maintain relationships
with employees, customers, licensees, other business partners or
governmental entities; difficulty retaining key employees; the
outcome of any legal proceedings related to the proposed
acquisition; and the parties being unable to successfully implement
integration strategies or to achieve expected synergies and
operating efficiencies within the expected time-frames or at all.
Additional important factors that could cause actual results to
differ materially from those indicated by such forward-looking
statements are set forth in the Company's Annual Report on Form
20-F and subsequent interim reports on Form 6-K, which are on file
with the SEC and available in the "Investors" section of the
Company's website, https://www.calliditas.se/en/investors/, under
the heading "SEC Filings", and in any subsequent documents that
Calliditas files or furnishes with the SEC. The Company
specifically disclaims any obligation to update forward-looking
statements, even if estimates change and, therefore, you should not
rely on these forward-looking statements as representing the
Company's views as of any date subsequent to today.
Additional Information and Where to Find it
The tender offer referenced herein has not yet commenced. This
communication is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell any
Shares, ADS or any other securities of Calliditas, nor is it a
substitute for the tender offer materials that Asahi Kasei will
file with the SEC. The terms and conditions of the tender offer
will be published in, and the offer to purchase Securities of
Calliditas will be made only pursuant to, the offer document and
related offer materials prepared by Asahi Kasei and filed with the
SEC in a tender offer statement on Schedule TO at the time the
tender offer is commenced. Calliditas intends to file a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM TIME TO TIME, WILL
CONTAIN IMPORTANT INFORMATION. INVESTORS AND SECURITYHOLDERS OF
CALLIDITAS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY, AND NOT THIS DOCUMENT, WILL GOVERN
THE TERMS AND CONDITIONS OF THE TENDER OFFER, AND BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER
BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES AND
AMERICAN DEPOSITARY SHARES.
The tender offer materials, including the offer to purchase and
the related letter of transmittal and certain other tender offer
documents, and the solicitation/recommendation statement (when they
become available) and other documents filed with the SEC by Asahi
Kasei or Calliditas, may be obtained free of charge at the SEC's
website at www.sec.gov or the Company's website at
https://www.calliditas.se/en/investors/ or at Asahi Kasei's
website at
www.asahi-kasei.com./announcement/01.html or by
contacting Asahi Kasei, through Georgeson, at
asahi-kasei@georgeson.com. In addition, Asahi Kasei's tender offer
statement and other documents it will file with the SEC will be
available at www.sec.gov. For further information, please
contact:
Elmar Schnee, Chairman of the
Board of Directors at Calliditas
Åsa Hillsten, Head of IR & Sustainability, Calliditas
Phone: +46 76 403 35 43
Email: asa.hillsten@calliditas.com
This information is information that Calliditas Therapeutics
AB (publ) is obliged to make public pursuant to the EU Market Abuse
Regulation and the Takeover Rules. The information was submitted
for publication, through the agency of the contact person set out
above, on May 28, 2024, at
08:30 CEST.
About Calliditas
Calliditas is a biopharma company headquartered in Stockholm, Sweden, focused on identifying,
developing, and commercializing novel treatments in orphan
indications with significant unmet medical needs. The Company's
Shares are listed on Nasdaq Stockholm (CALTX) and its American
Depositary Shares are listed on the Nasdaq Global Select Market
(Nasdaq: CALT). Visit https://www.calliditas.se/en/ for
further information.
May 27, 2024
The Board of Directors
Calliditas Therapeutics AB
Kungsbron 1, D5
SE-111 22
Stockholm, Sweden
Dear Members of the Board:
We understand that Asahi Kasei Corporation, a Japanese
corporation ("Asahi Kasei"), proposes a public cash offer (the
"Offer") to acquire all of the ordinary shares ("Calliditas Common
Shares"), of Calliditas Therapeutics AB (publ), a Swedish
corporation ("Calliditas") and all of the American depositary
shares, each of which represents two Calliditas Common Shares (the
"ADS", and together with the Calliditas Common Shares, the
"Securities") pursuant to which Asahi Kasei will pay SEK 208 in cash per Calliditas Common Share and
SEK 416 in cash per ADS (the
"Consideration") to the holders thereof.
You have requested our opinion as of the date hereof as to the
fairness, from a financial point of view, to holders of the
Securities of the Consideration to be paid to such holders in the
Offer.
In connection with this opinion, we have, among other things,
reviewed a draft of the press release describing the Offer
(including the terms and conditions of the Offer set out therein)
(the "Draft Press Release"); reviewed a final draft of the
Statement of the Board of Directors of Calliditas in relation to
the Offer to be issued on May 28,
2024; reviewed certain historical business and financial
information relating to Calliditas, forecasts relating to the
business and financial prospects of Calliditas based on publicly
available analyst research and additional extrapolations and
guidance from management of Calliditas, in each case, as approved
for our use by Calliditas (collectively, the "Forecasts"). We have
also held discussions with members of the senior management of
Calliditas with respect to the business and prospects of
Calliditas; reviewed public information with respect to certain
other companies in lines of business we believe to be generally
relevant in evaluating the business of Calliditas; reviewed the
financial terms of certain business combinations involving
companies in lines of business we believe to be generally relevant
in evaluating the business of Calliditas; reviewed historical share
prices and trading volumes of the Securities; and conducted such
other financial studies, analyses and investigations as we deemed
appropriate.
We have assumed and relied upon the accuracy and completeness of
the foregoing information, without independent verification of such
information. We have not conducted any independent valuation or
appraisal of any of the assets or liabilities (contingent or
otherwise) of Calliditas or concerning the solvency or fair value
of Calliditas, and we have not been furnished with any such
valuation or appraisal. As you know, we have not received financial
forecasts prepared by management and approved by the Board of
Directors of Calliditas in connection with our engagement or this
opinion. Senior management of Calliditas has approved the Forecasts
and advised us that the Forecasts, including the assumptions
underlying the Forecasts, are a reasonable basis upon which to
evaluate the future financial performance of Calliditas. At your
direction, our analysis relating to the business and financial
prospects for Calliditas for purposes of this opinion has been made
on the basis of the Forecasts. With respect to the Forecasts, we
have assumed, with your consent, that they have been reasonably
prepared on bases reflecting the best currently available estimates
and judgments as to the future financial performance of Calliditas.
We assume no responsibility for and express no view as to any such
forecasts or the assumptions on which they are based.
Further, our opinion is necessarily based on economic, monetary,
market and other conditions as in effect on, and the information
made available to us as of, the date hereof. We further note that
volatility in the credit, commodities and financial markets, may
have an effect on Calliditas or the Offer and we are not expressing
an opinion as to the effects of such volatility on Calliditas or
the Offer. We assume no responsibility for updating or revising our
opinion based on circumstances or events occurring after the date
hereof. We do not express any opinion as to the price at which the
Securities may trade at any time subsequent to the announcement of
the Offer. In addition, our opinion does not address the relative
merits of the Offer as compared to any other transaction or
business strategy in which Calliditas might engage or the merits of
the underlying decision by Calliditas to engage in the Offer.
In rendering our opinion, we have assumed, with the consent of
Calliditas, that the Offer will be consummated on the terms
described in the Draft Press Release, in compliance with all
applicable laws, documents and other requirements and without any
waiver or modification of any material terms or conditions. We also
have assumed, with the consent of Calliditas, that obtaining the
necessary governmental, regulatory or third party approvals and
consents for the Offer will not have an adverse effect on
Calliditas or the Offer and no delay, limitation, restriction or
condition, nor divestiture requirements, amendments or
modifications, will be imposed or occur that would have an effect
in any way meaningful to our analyses or this opinion.
Representatives of Calliditas have advised us, and we have assumed,
that the final terms and conditions of the Offer will not vary
materially from those set forth in the Draft Press Release. We do
not express any opinion as to any tax or other consequences that
might result from the Offer, nor does our opinion address any
legal, tax, regulatory or accounting matters, as to which we
understand that Calliditas obtained such advice as it deemed
necessary from qualified professionals. We do not address any terms
(other than, from a financial point of view and as of the date
hereof, the Consideration proposed to be paid to those holders of
the Securities that tender their Securities pursuant to the Offer)
or other aspects or implications of the Offer, including, without
limitation, the form or structure of the Offer, the form of the
Consideration or any terms, aspects or implications of any holders'
agreement, arrangement or understanding to be entered into in
connection with or contemplated by the Offer or otherwise. In
addition, we express no view or opinion as to the fairness of the
amount or nature of, or any other aspects relating to, the
compensation to any officers, directors or employees of Asahi
Kasei, Calliditas or their affiliates, or class of such persons,
relative to the Consideration or otherwise.
Lazard AB ("Lazard") is acting as financial advisor to
Calliditas in connection with the Offer. Lazard's total fee as
financial advisor is contingent on the size of the Offer
consideration and whether the Offer is completed. Lazard will
receive a fixed fee for providing this opinion, which is payable
upon delivery of this opinion and creditable against Lazard's total
fee. We in the past have provided, currently are providing and in
the future may provide certain investment banking services to
Calliditas, for which we have received and may receive
compensation, including, having advised on Calliditas' term loan
facility agreement in 2021. In addition, in the ordinary course,
Lazard and its affiliates and employees may trade securities of
Calliditas, Asahi Kasei and certain of their respective
affiliates for their own accounts and for the accounts of their
customers, may at any time hold a long or short position in such
securities, and may also trade and hold securities on behalf of
Calliditas, Asahi Kasei and certain of their respective affiliates.
The issuance of this opinion was approved by the Opinion Committee
of Lazard.
Our engagement and the opinion expressed herein are for the
benefit of the Board of Directors of Calliditas (in its capacity as
such) and our opinion is rendered to the Board of Directors of
Calliditas in connection with its evaluation of the Offer. Our
opinion is not intended to and does not constitute a recommendation
to any holder of the Securities as to how such holder should act
with respect to the Offer or any matter relating thereto.
Based on and subject to the foregoing, we are of the opinion
that, as of the date hereof, the Consideration to be paid to
holders of the Securities in the Offer is fair, from a financial
point of view, to such holders of the Securities.
Very truly yours,
LAZARD AB
By
Victor Kastensson
Managing Director
Head of Lazard Nordics
By
Dale Raine
Managing Director
Global Co-Head
Biopharma
Co-Head European
Healthcare
[1] Based on 53,672,069 shares, being all
59,580,087 issued shares less the 5,908,018 shares held in treasury
by Calliditas at the time of the announcement of the Offer. This
also includes shares represented by ADS at the time of the
announcement of the Offer.
[2] Based on the USD/SEK exchange rate published
by Sveriges Riksbank on May 27, 2024
of 10.64281.
[3] The ownership percentage set out is
calculated based on 53,672,069 shares in Calliditas, being all
59,580,087 issued shares less the 5,908,018 shares held in treasury
by Calliditas at the time of the announcement of the Offer. This
also includes the shares that are represented by ADS at the time of
the announcement of the Offer.
[4] The ownership percentage set out is
calculated based on 53,672,069 shares, being all 59,580,087 issued
shares less the 5,908,018 shares held in treasury by Calliditas at
the time of the announcement of the Offer. This also includes the
shares that are represented by ADS at the time of the announcement
of the Offer.
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