Alvotech Holdings S.A. (“Alvotech”), a leading global
biopharmaceutical company focused solely on the development and
manufacture of biosimilar medicines for patients worldwide, and
Oaktree Acquisition Corp. II (“Oaktree II”) (NYSE: OACB), a
publicly traded special purpose acquisition company sponsored by an
affiliate of Oaktree Capital Management, L.P., today announced $21
million in additional commitments for a private placement (“PIPE”)
of Oaktree II common stock in connection with their proposed
business combination.
The upsized PIPE, totaling approximately $175 million and
entirely raised as common stock at $10.00 per share, is driven by
increased interest from premier Icelandic investors, including
Arctica Finance, Arion Bank, and Landsbankinn. This $21 million is
in addition to other top-tier investors including Suvretta Capital,
Athos (the Strüngmann Family Office), CVC Capital Partners, Temasek
Holdings, Farallon Capital Management, and Sculptor Capital
Management, among others.
The business combination is expected to deliver gross proceeds
to Alvotech in excess of $475 million (assuming no redemptions).
This includes cash proceeds of approximately $250 million from
Oaktree II’s trust account (assuming no redemptions); in excess of
$175 million from the upsized (PIPE) investors; and a $50 million
equity commitment from existing shareholders which funded before
year-end 2021. The combined company will have an implied initial
enterprise value of approximately $2.25 billion.
“The upsized PIPE is a testament to the strong interest we have
received from long-term investors as we continue our business
combination with Oaktree II,” said Róbert Wessman, Chairman and
founder of Alvotech. “We are pleased with the increased momentum
we’re seeing as we enter 2022 and look forward to advancing our
goal of bringing high quality, cost-effective biosimilar medicines
to patients across the world.”
“Alvotech is well positioned to continue investing in the global
growth of our biosimilar pipeline,” remarked Mark Levick, CEO of
Alvotech. “We are very pleased with the ongoing success of our PIPE
raise, which demonstrates our investors’ broad commitment to our
mission of increased patient access.”
The proposed business combination is subject to the approval of
Oaktree II stockholders and other closing conditions. Upon
completion of the transaction, the combined company’s securities
are expected to be traded on the NASDAQ under the symbol “ALVO.”
The transaction is expected to close in the first half of 2022.
About Alvotech
Alvotech is a biopharmaceutical company focused solely on the
development and manufacture of biosimilar medicines for patients
worldwide. Alvotech seeks to be a global leader in the biosimilar
space by delivering high quality, cost-effective products and
services, enabled by a fully integrated approach and broad in-house
capabilities. Alvotech’s current pipeline contains seven biosimilar
candidates aimed at treating autoimmune disorders, eye disorders,
osteoporosis, and cancer. For more information, please visit
www.alvotech.com.
Additional Information
In connection with the proposed business combination (the
“Business Combination”) between Oaktree Acquisition Corp. II
(“OACB”) and Alvotech Holdings S.A. (“Alvotech S.A.”), OACB and
Alvotech S.A. have filed with the U.S. Securities and Exchange
Commission (the “SEC”) a Registration Statement on Form F-4 (the
“Registration Statement”) containing a preliminary proxy statement
of OACB and a preliminary prospectus of Alvotech Lux Holdings
S.A.S., and after the Registration Statement is declared effective,
OACB will mail a definitive proxy statement/prospectus related to
the proposed Business Combination to its shareholders. This
communication does not contain all the information that should be
considered concerning the proposed Business Combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed Business Combination. OACB’s
shareholders and other interested persons are advised to read, when
available, the preliminary proxy statement/prospectus and the
amendments thereto and the definitive proxy statement/prospectus
and other documents filed in connection with the proposed Business
Combination, as these materials will contain important information
about Alvotech S.A., OACB and the proposed Business Combination.
When available, the definitive proxy statement/prospectus and other
relevant materials for the proposed Business Combination will be
mailed to shareholders of OACB as of a record date to be
established for voting on the proposed Business Combination.
Shareholders of OACB will also be able to obtain copies of the
preliminary proxy statement/prospectus, the definitive proxy
statement/prospectus and other documents filed with the SEC,
without charge, once available, at the SEC’s website at
www.sec.gov, or by directing a written request to: OACB, 333 South
Grand Avenue, 28th Floor, Los Angeles, California 90071.
Participants in the Solicitation
OACB and Alvotech S.A. and its directors and executive officers
may be deemed participants in the solicitation of proxies from
OACB’s shareholders with respect to the Business Combination. A
list of the names of those directors and executive officers and a
description of their interests in OACB is contained in OACB’s
annual report on Form 10-K/A for the fiscal year ended December 31,
2020 (as amended December 13, 2021), which was filed with the SEC
and is available free of charge at the SEC’s web site at
www.sec.gov, or by directing a written request to OACB, 333 South
Grand Avenue, 28th Floor, Los Angeles, California 90071. Additional
information regarding the interests of such participants will be
contained in the proxy statement/prospectus for the proposed
Business Combination when available.
Alvotech Lux Holdings S.A.S. and its directors and executive
officers may also be deemed to be participants in the solicitation
of proxies from the shareholders of OACB in connection with the
proposed Business Combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed Business Combination will be included in
the proxy statement/prospectus for the proposed Business
Combination when available.
Forward-Looking Statement
Certain statements in this communication may be considered
“forward-looking statements.” Forward-looking statements generally
relate to future events or the future financial operating
performance of OACB or Alvotech S.A. For example, the Alvotech
S.A.’s expectations regarding future growth, results of operations,
performance, future capital and other expenditures including the
development of critical infrastructure for the global healthcare
markets, competitive advantages, business prospects and
opportunities including pipeline product development, future plans
and intentions, results, level of activities, performance, goals or
achievements or other future events In some cases, you can identify
forward-looking statements by terminology such as “may”, “should”,
“expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”,
“predict”, “potential” or “continue”, or the negatives of these
terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by OACB and its
management, and Alvotech S.A. and its management, as the case may
be, are inherently uncertain and are inherently subject to risks,
variability and contingencies, many of which are beyond OACB’s and
Alvotech S.A.’s control.
Factors that may cause actual results to differ materially from
current expectations include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of negotiations and any subsequent
definitive agreements with respect to the Business Combination; (2)
the outcome of any legal proceedings that may be instituted against
OACB, the combined company or others following this announcement of
the Business Combination and any definitive agreements with respect
thereto; (3) the inability to complete the Business Combination due
to the failure to obtain approval of the shareholders of OACB, to
obtain financing to complete the Business Combination or to satisfy
other conditions to closing; (4) changes to the proposed structure
of the Business Combination that may be required or appropriate as
a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the Business Combination; (5) the
ability to meet stock exchange listing standards following the
consummation of the Business Combination; (6) the risk that the
Business Combination disrupts current plans and operations of
Alvotech S.A. as a result of the announcement and consummation of
the Business Combination; (7) the ability to recognize the
anticipated benefits of the Business Combination, which may be
affected by, among other things, competition, the ability of the
combined company to grow and manage growth profitably, maintain key
relationships and retain its management and key employees; (8)
costs related to the Business Combination; (9) changes in
applicable laws or regulations; (10) the possibility that Alvotech
S.A. or the combined company may be adversely affected by other
economic, business, and/or competitive factors; (11) Alvotech
S.A.’s estimates of expenses and profitability; (12) litigation
pending related to SIMLANDI™ and (13) other risks and uncertainties
set forth in the section entitled “Risk Factors” and “Cautionary
Note Regarding Forward-Looking Statements” in OACB’s Annual Report
on Form 10-K/A for the fiscal year ended December 31, 2020 (as
amended December 13, 2021) or in other documents filed by OACB with
the SEC. There may be additional risks that neither OACB nor
Alvotech S.A. presently know or that OACB and Alvotech S.A.
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. Nothing in this communication should be regarded as a
representation by any person that the forward-looking statements
set forth herein will be achieved or that any of the contemplated
results of such forward-looking statements will be achieved. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. Neither OACB nor
Alvotech S.A. undertakes any duty to update these forward-looking
statements or to inform the recipient of any matters of which any
of them becomes aware of which may affect any matter referred to in
this communication. Alvotech S.A. and OACB disclaim any and all
liability for any loss or damage (whether foreseeable or not)
suffered or incurred by any person or entity as a result of
anything contained or omitted from this communication and such
liability is expressly disclaimed. The recipient agrees that it
shall not seek to sue or otherwise hold Alvotech S.A., OACB or any
of their respective directors, officers, employees, affiliates,
agents, advisors or representatives liable in any respect for the
provision of this communication, the information contained in this
communication, or the omission of any information from this
communication.
No Offer
This communication is for informational purposes only and does
not constitute an offer to sell or a solicitation of an offer to
buy any securities pursuant to the proposed transaction or
otherwise, nor shall there be any sale of any such securities in
any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
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Alvotech
Investor Relations Stephanie Carrington ICR Westwicke
Stephanie.Carrington@westwicke.com (646) 277-1282
Media Relations Sean Leous ICR Westwicke
Sean.Leous@westwicke.com (646) 866-4012
Alvotech Elisabet Hjaltadottir Corporate Communications
Email: Alvotech.media@alvotech.com
Oaktree Acquisition Corp. II
Investor Relations
info@oaktreeacquisitioncorp.com
Media Relations mediainquiries@oaktreecapital.com
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