Alvotech and Oaktree Acquisition Corp. II
establish financing facilities to enhance the company’s capital
position and to replace any redeemed capital as part of their
proposed merger
Parties agree to reduce the minimum cash
condition outlined in the merger agreement, thereby enhancing deal
certainty in their proposed business combination
Alvotech Holdings S.A. (“Alvotech”), a global biopharmaceutical
company focused solely on the development and manufacture of
biosimilar medicines for patients worldwide, announced today that,
subject to the completion of the announced business combination
(the “Business Combination”) between Alvotech, Alvotech Lux
Holdings S.A.S. (“the Company”) and Oaktree Acquisition Corp. II
(NYSE: OACB.U, OACB, OACB WS) (“OACB”), a special purpose
acquisition company with approximately $250 million of cash in
trust sponsored by an affiliate of Oaktree Capital Management,
L.P., the Company has secured a Standby Equity Purchase Agreement
(“SEPA”) facility from YA II PN, Ltd (“Yorkville”) and signed a
binding term sheet for a debt facility from Sculptor Capital
Management (“Sculptor”).
The two facilities are intended to provide access of up to $250
million and are expected to be used to replace potential
redemptions by OACB shareholders that may occur as part of the
Business Combination. The Yorkville SEPA facility provides for up
to $150 million of equity financing at the Company’s option
(subject to certain limitations). Additionally, the binding term
sheet with Sculptor provides for $75 million - $125 million in
debt, with the exact amount to be finalized based on the level of
net proceeds generated as a result of the closure of the Business
Combination.
Alvotech and OACB have also agreed to reduce the minimum cash
condition set forth in the merger agreement between the two
companies such that, subject to certain conditions, the minimum
cash condition would be satisfied through the existing private
placement (“PIPE”) commitments of approximately $175 million and
the new loan facility from Sculptor (subject to final agreement),
thereby providing enhanced deal certainty for the Business
Combination.
“We believe the added facilities will strengthen Alvotech’s
capitalization profile when the merger with OACB is finalized,”
said Robert Wessman, Founder and Chairman of Alvotech.
“Specifically for the equity line, we intend to utilize the
facility in amounts that are equal to or less than what we may
experience in redemptions from the trust. This facility may also
provide additional free float of our ordinary shares, should we
experience higher than expected redemptions.”
On December 7, 2021, Alvotech and Oaktree Acquisition Corp. II
(NYSE: OACB.U, OACB, OACB WS), a special purpose acquisition
company sponsored by an affiliate of Oaktree Capital Management,
L.P., announced they had entered into a definitive business
combination agreement. Upon completion of the transaction, the
combined company’s securities are expected to be traded on NASDAQ
under the symbol “ALVO.”
On January 18, 2021, Alvotech announced an upsized PIPE totaling
approximately $175 million, raised entirely as ordinary shares, at
$10.00 per share. Investors in the PIPE include top-tier investors
such as Survretta Capital, Athos (the Strüngmann Family Office),
CVC Capital Partners, Temasek Holdings, YAS Holdings, Farallon
Capital Management, and Sculptor Capital Management, among
others.
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 eight 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 OACB and Alvotech, OACB, the
Company, and Alvotech 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. 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, 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 and their 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 for the fiscal year ended December 31,
2021, which was filed with the SEC and is available free of charge
at the SEC’s website at www.sec.gov, or by directing a written
request to OACB at 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. For example, Alvotech’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; and the potential approval and
commercial launch of AVT02. 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 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 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) the
inability to execute final agreement with respect to the loan
facility with Sculptor on acceptable terms or at all; (5) the
inability to consummate the transactions contemplated by the SEPA;
(6) 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; (7) the ability to meet stock exchange
listing standards following the consummation of the Business
Combination; (8) the risk that the Business Combination disrupts
current plans and operations of Alvotech as a result of the
announcement and consummation of the Business Combination; (9) 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; (10) costs related to the Business
Combination; (11) changes in applicable laws or regulations; (12)
the possibility that Alvotech or the combined company may be
adversely affected by other economic, business, and/or competitive
factors; (13) Alvotech’s estimates of expenses and profitability;
(14) pending litigation related to AVT02; (15) the potential impact
of the ongoing COVID-19 pandemic on the FDA’s review timelines,
including its ability to complete timely inspection of
manufacturing sites; and (16) 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 for the fiscal year ended December 31, 2021 or in other
documents filed by OACB with the SEC. There may be additional risks
that neither OACB nor Alvotech presently know or that OACB and
Alvotech 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 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 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, 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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version on businesswire.com: https://www.businesswire.com/news/home/20220419006106/en/
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
Corporate Communications Alvotech.media@alvotech.com
OAKTREE ACQUISITION CORP. II
Investor Relations info@oaktreeacquisitioncorp.com
Media Relations mediainquiries@oaktreecapital.com
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