Alvotech Holdings S.A. (“Alvotech S.A.”), a global
biopharmaceutical company focused solely on the development and
manufacture of biosimilar medicines for patients worldwide, and
Oaktree Acquisition Corp. II (NYSE: OACB), a special purpose
acquisition company sponsored by an affiliate of Oaktree Capital
Management, L.P. (“OACB”), announced today that the extraordinary
general meeting of shareholders of OACB (the “Extraordinary General
Meeting”) to approve the pending business combination (the
“Business Combination”) between Alvotech S.A., Alvotech (“TopCo”)
and OACB is scheduled to be held on Tuesday, June 7, 2022 at 10:00
a.m. Eastern time. The Extraordinary General Meeting will be held
in person at the offices of Kirkland & Ellis LLP located at 601
Lexington Avenue, 50th Floor, New York, New York 10022 and
virtually via live webcast. Holders of OACB’s Class A ordinary
shares and Class B ordinary shares at the close of business on the
record date of March 22, 2022 are entitled to notice of the
Extraordinary General Meeting and to vote at the Extraordinary
General Meeting.
The Securities and Exchange Commission (“SEC”) has declared the
Registration Statement on Form F-4 filed in connection with the
proposed business combination between the companies, effective.
OACB filed its definitive proxy statement/prospectus relating to
the Business Combination (the “Proxy Statement/Prospectus”) with
the U.S. Securities and Exchange Commission (the “SEC”) and expects
to begin mailing it to shareholders on or about May 12, 2022. More
details about the Business Combination and the resolutions to be
voted upon at the Extraordinary General Meeting can be found in the
Proxy Statement/Prospectus filed by OACB, available at the
following link:
https://www.sec.gov/Archives/edgar/data/1820931/000119312522146486/d330937ddefm14a.htm.
Every vote is important and OACB encourages all shareholders to
make their voice heard by voting online or by mail as soon as
possible, regardless of the number of shares held. If the proposals
at the Extraordinary General Meeting are approved, it is
anticipated that the Business Combination will close on or about
June 15, 2022, subject to the satisfaction of all other applicable
closing conditions. Upon the closing of the Business Combination,
the ordinary shares of TopCo are expected to trade on The Nasdaq
Stock Market LLC and the Nasdaq First North Growth Market under the
new ticker symbol “ALVO” and the warrants of TopCo are expected to
trade on The Nasdaq Stock Market LLC under the new ticker symbol
“ALVOW.”
OACB shareholders who need assistance in completing the proxy
card, need additional copies of the Proxy Statement/Prospectus, or
have questions regarding the Extraordinary General Meeting may
contact OACB’s proxy solicitor, Morrow Sodali LLC, by calling (800)
662-5200 (toll free), or banks and brokers can call (203) 658-9400,
or by email at OACB.info@investor.morrowsodali.com.
About Alvotech S.A.
Alvotech S.A. is a biotech company, founded by Robert Wessman,
focused solely on the development and manufacture of biosimilar
medicines for patients worldwide. Alvotech S.A. 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.A.’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.
About Oaktree Acquisition Corp. II
The Oaktree Acquisition Corp. franchise was formed to partner
with high-quality, growing companies to facilitate their successful
entry to the public markets. By leveraging the deep capabilities
and experience of its sponsor, an affiliate of Oaktree, which
manages $164 billion in assets under management as of March 31,
2022, Oaktree Acquisition Corp. seeks to provide best-in-class
resources and execution, coupled with a focus on long-term
partnership and shareholder value creation. For more information
about Oaktree Acquisition Corp. II, please visit
www.oaktreeacquisitioncorp.com.
Additional Information
In connection with the proposed business combination between
OACB and Alvotech S.A., OACB, Alvotech S.A. and TopCo have filed
with the U.S. Securities and Exchange Commission a Registration
Statement on Form F-4 (as amended or supplemented through the date
hereof, the “Registration Statement”) containing a proxy statement
of OACB and a prospectus of TopCo. The Registration Statement has
been declared effective by the SEC and 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 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. Shareholders of OACB can also obtain copies
of the definitive proxy statement/prospectus and other documents
filed with the SEC, without charge at the SEC’s website at
www.sec.gov, or by directing a written request to: Oaktree
Acquisition Corp. II, 333 South Grand Avenue, 28th Floor, Los
Angeles, California 90071.
Participants in the Solicitation
OACB and Alvotech S.A. 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 Oaktree Acquisition Corp. II, 333 South Grand Avenue,
28th Floor, Los Angeles, California 90071. Additional information
regarding the interests of such participants is contained in the
definitive proxy statement/prospectus for the proposed Business
Combination.
TopCo 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 are included in the definitive proxy
statement/prospectus for the proposed Business Combination.
Forward-Looking Statements
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, 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; the timing of the mailing of
definitive proxy statements to shareholders; 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 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) 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 S.A. 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
S.A. or the combined company may be adversely affected by other
economic, business, and/or competitive factors; (13) Alvotech
S.A.’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, in the Registration
Statement 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220511005296/en/
ALVOTECH HOLDINGS S.A.
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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