CSL Limited Announces Tender Offer To Acquire Vifor Pharma Ltd
- Agreement Announced on the Australian Stock Exchange and SIX Swiss Exchange 14 December, 2021
- Expands CSL’s leadership across an attractive portfolio focused on Renal Disease, and Iron Deficiency
- Complements CSL’s existing therapeutic focus areas including Hematology and Thrombosis, Cardiovascular-Metabolic, and Transplant, and high quality pipeline
- CSL’s global scale, R&D capabilities and resources augment the delivery of Vifor Pharma’s products to patients globally
- All-cash tender offer of US$179.25 per Vifor Pharma share, representing an aggregate equity value for Vifor Pharma of US$11.7 billion / A$16.4 billion1
- Tender offer is unanimously recommended for acceptance by Vifor Pharma's Board of Directors
- Patinex AG, Vifor Pharma's largest shareholder holding 23% of Vifor Pharma’s share capital, has agreed to tender its shares
- Expected to be low-to-mid teens NPATA per share accretive in the first full year of CSL ownership2 , including full run rate cost synergies3
- US$12.3 billion / A$17.2 billion all-cash acquisition consideration4 to be funded through a combination of A$6.3 billion (US$4.5 billion) fully underwritten Placement, US$6.0 billion / A$8.4 billion new debt and existing cash / undrawn facilities.
MELBOURNE, Australia and ST. GALLEN SWITZERLAND 14 December 2021 – Global biotechnology leader CSL Limited (ASX: CSL; USOTC:CSLLY) and Vifor Pharma Ltd (SIX:VIFN; ISIN:CH0364749348), a global specialty pharmaceutical company with leadership in Iron Deficiency, Nephrology & Cardio-Renal Therapies, today announced that they have entered into a definitive agreement for CSL to launch an all-cash public tender offer to acquire all publicly held Vifor Pharma shares for US$179.25 per Vifor Pharma share, for an aggregate equity value for Vifor Pharma of US$11.7 / A$16.4 billion.
The transaction, which has been unanimously approved by both companies’ Boards of Directors, further advances CSL’s 2030 strategy to create value by adding a high- growth, cash generative and sustainable business which complements and expands the global leadership positions of CSL’s two business units, CSL Behring and Seqirus.
“Vifor Pharma enhances CSL’s patient focus and ability to protect the health of those facing a range of rare and serious medical conditions. It brings an outstanding team and a leading portfolio of products across Nephrology, Dialysis and Iron Deficiency therapies and a proven partnering and business development and licensing strategy. Vifor Pharma will also expand our presence in the rapidly growing nephrology market, while giving us the opportunity to leverage our complementary scientific expertise” said Paul Perreault, Chief Executive Officer and Managing Director of CSL.
“The combination with Vifor Pharma is expected to be financially compelling for our shareholders while expanding and diversifying our revenue base. It is expected to be immediately earnings accretive in the first full year of CSL ownership, and can be executed while retaining our balance sheet strength. Vifor Pharma offers CSL near-term value along with a clear path to long-term sustainable growth,” Mr Perreault concluded.
“Vifor Pharma's strategy has been to focus towards continuing being a market leader in iron deficiency, nephrology and cardio-renal therapies.” Jacques Theurillat, Chairman of the Board of Directors Vifor Pharma Group commented. “The offer provides an excellent strategic opportunity for Vifor Pharma to optimize future market opportunities from a from a position of strength and to create substantial value for all stakeholders.”
CSL has a long-standing and committed presence in Switzerland, where it has been an active corporate citizen since 1949 and currently has a team of more than 1,800 people on the ground in R&D, manufacturing and other operations. Since 2000, CSL Behring has invested CHF 1,257 million into its Bern facilities to meet the growing global patient demand for its immunoglobulin medicines.
“We are excited about deepening our commitment to the Swiss and Global market through the addition of Vifor Pharma to the CSL family, which will add more than 2,600 skilled and talented employees to our global team. We look forward to growing the combined company together with them,” said Mr Perreault.
Strategic and Financial Rationale
Expands Leadership Positions and Diversifies CSL’s Business Model
- The transaction expands CSL’s portfolio breadth with the addition of 10 commercialised products including Ferinject / Injectafer, Venofer, Veltassa, and soon Korsuva, adding leadership positions across multiple franchises.
- The combined company will have an expanded pipeline of 37 products across development phases, representing an increase of 37% from CSL’s current standalone pipeline, with up to four product launches expected in 2022 / 23.
Complements CSL’s Existing Therapeutic Focus Areas
- Complementary portfolio across CSL’s existing therapeutic focus areas including Hematology and Thrombosis, Cardiovascular-Metabolic, and Transplant
- Vifor Pharma also provides access to logical new adjacencies across Nephrology, Dialysis and Iron Deficiency with strong market positions and growth opportunities in each area
- Recently approved drugs – Tavneos and Korsuva – offer significant commercial momentum across these new adjacent focus areas
Differentiated Platform in Attractive Nephrology Market Drives Durable Growth
- Vifor Pharma is a “partner of choice” for innovation and partnering in nephrology due to its synergistic joint venture (VFMCRP, or Vifor Pharma Fresenius Medical Care Renal Pharma) with Fresenius Medical Care, the global leader in dialysis, combined with Vifor Pharma’s clinical and commercial expertise.
- Vifor Pharma has announced the acquisition of two companies and formed more than a dozen business development partnerships spanning multiple assets and geographies over the last six years, strengthening and deepening its product portfolio and innovation pipeline.
- The nephrology market is experiencing rapid growth with over US$25 billion5 estimated relevant market in 2026 with significant pipeline opportunities driven by an aging population and increased prevalence of chronic kidney disease risk factors such as diabetes and heart disease.
CSL has offered to acquire Vifor Pharma in an all-cash public tender offer to acquire all publicly held Vifor Pharma shares for US$179.25 per Vifor Pharma share, payable in U.S. dollars. The Tender Offer represents an acquisition consideration of approximately US$12.3 billion, equivalent to A$17.2 billion. It represents an implied premium of approximately 40% to the last closing price of Vifor Pharma shares on the SIX on 1 December, 2021.
The Transaction is to be to be funded via:
- A fully underwritten institutional placement (“Placement”) of A$6.3 (US$4.5 billion);
- A fully committed debt bridge facility of US$6.0 / A$8.4 billion; and
- Existing cash / undrawn facilities of US$2.0 / A$2.8 billion.
CSL will also undertake a non-underwritten Share Purchase Plan (“SPP”) to eligible CSL shareholders7 in Australia and New Zealand targeting to raise up to A$750 million (US$534 million).
The Transaction remains subject to the various customary closing conditions as set out in the Pre-Announcement of Tender Offer published today.
PJT Partners is acting as lead financial advisor to CSL. BofA Securities and Goldman Sachs are also acting as financial advisors to CSL. Credit Suisse is acting as Tender Offer Manager in Switzerland and financial advisor to CSL. Gresham Advisory Partners Limited is acting as an independent advisor to the Board of Directors of CSL.
Homburger AG, Simpson Thacher & Bartlett LLP, and Allens are acting as joint legal advisors to CSL.
Further information in relation to the Transaction, Placement and SPP are set out in the investor presentation released to the Australian Stock Exchange. The investor presentation contains important information including details about key risks and international offer restrictions with respect to the Placement.
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