AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR
Melbourne, Australia and St. Gallen, Switzerland, 28 March 2022 – CSL Behring AG, Berne, Switzerland, a wholly-owned subsidiary of global biotechnology leader CSL Limited (ASX: CSL; USOTC: CSLLY), today announced the definitive notice of the end result of its public tender offer to acquire all publicly held shares of Vifor Pharma Ltd. (SIX:VIFN; ISIN:CH0364749348) for USD 179.25 per share as indicated in the offer prospectus of 18 January 2022.
According to the definitive end result, taking into account the Vifor Pharma shares held by the offeror and the persons acting in concert with the offeror at the end of the additional acceptance period and the Vifor Pharma shares tendered during the main offer period and the additional acceptance period, CSL's participation at the end of the additional acceptance period on 22 March 2022 amounts to a total of 93.9 percent of all listed Vifor Pharma shares as of 22 March 2022, subject to the completion of the offer. The definitive notice of the end result is available at www.csltransaction.com.
The tender offer remains subject to certain conditions set forth in the offer prospectus, including regulatory approvals, as further described in the definitive notice of the end result. Subject to the satisfaction or waiver of all offer conditions, the settlement of the offer is currently expected to occur around mid-2022.
CSL re-affirmed its intention to have Vifor Pharma submit an application to SIX Exchange Regulation for the de-listing of its shares in accordance with the listing rules of SIX Exchange Regulation and for an exemption from certain disclosure and publicity obligations under said rules until the date of de-listing of Vifor Pharma’s shares, and to effect a squeeze-out of remaining public holders of Vifor Pharma shares in accordance with statutory requirements, as further described in the definitive notice of the end result.
Contact and further information:
Global Head Corporate Communications
+41 79 957 96 73
Laurent de Weck
Investor Relations & Treasury Senior Manager
+41 58 851 80 95
Australia / Asia Pacific
P. +61 450 909 211
Switzerland / Europe
Martin Meier-Pfister (IRF)
P: + 41 432 448 140
United States / Rest of World
About Vifor Pharma Group
Vifor Pharma Group is a global pharmaceuticals company. It aims to become the global leader in iron deficiency and nephrology. The company is a partner of choice for pharmaceuticals and innovative patient-focused solutions across iron, dialysis, nephrology and rare conditions. Vifor Pharma Group strives to help patients around the world with severe, chronic and rare diseases lead better, healthier lives. It specializes in strategic global partnering, in-licensing and developing, manufacturing and marketing pharmaceutical products for precision patient care. Vifor Pharma Group holds a leading position in all its core business activities and includes the companies: Vifor Pharma, Sanifit Therapeutics, and Vifor Fresenius Medical Care Renal Pharma (a joint company with Fresenius Medical Care). Vifor Pharma Group is headquartered in Switzerland and listed on the Swiss Stock Exchange (SIX Swiss Exchange, VIFN, ISIN: CH0364749348). For more information, please visit viforpharma.com
CSL (ASX: CSL; USOTC: CSLLY) is a leading global biotechnology company with a dynamic portfolio of life-saving medicines, including those that treat hemophilia and immune deficiencies, as well as vaccines to prevent influenza. Since our start in 1916, we have been driven by our promise to save lives using the latest technologies. Today, CSL — including our two businesses, CSL Behring and Seqirus- provides life-saving products to more than 100 countries and employs more than 25,000 people. Our unique combination of commercial strength, R&D focus and operational excellence enables us to identify, develop and deliver innovations so our patients can live life to the fullest. For more information visit csl.com.
Important Additional Information
This release is for informational purposes only and does not constitute, or form part of, any offer or invitation to purchase, sell or issue, or any solicitation of any offer to sell, purchase or subscribe for any registered shares or other equity securities in Vifor Pharma Ltd., nor shall it form the basis of, or be relied on in connection with, any contract therefor. This release is not part of the offer documentation relating to the tender offer. Terms and conditions of the tender offer have been published in CSL's offer prospectus regarding the tender offer. Shareholders of Vifor Pharma Ltd. are urged to read the tender offer documents, including the offer prospectus, which are or will be available at www.CSLtransaction.com.
Certain Offer Restrictions
The tender offer is not made, directly or indirectly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require CSL or any of its subsidiaries to change or amend the terms or conditions of the tender offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the tender offer. It is not intended to extend the tender offer to any such country or jurisdiction. Any documents relating to the tender offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the sale or purchase of securities of Vifor Pharma Ltd. by any person or entity resident or incorporated in any such country or jurisdiction.
The tender offer is made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), subject to the applicable exemptions provided by Rule 14d-1 under the U.S. Exchange Act and Rule 14e-5(b) under the U.S. Exchange Act and any exemptions that may be granted by the U.S. Securities and Exchange Commission (“SEC”) and otherwise in accordance with the requirements of Swiss law. Accordingly, the tender offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. Neither the SEC nor any securities commission of any State of the United States has (a) approved or dis-approved of the tender offer; (b) passed upon the merits or fairness of the tender offer; or (c) passed upon the adequacy or accuracy of the disclosure in the offer prospectus. Any representation to the contrary is a criminal offence in the United States.
The communication is not being made by, and has not been approved by, an “authorised person” for the purposes of Section 21 of the U.K. Financial Services and Markets Act 2000.
Reference is made to the offer prospectus for full offer restrictions.
Other Important Additional Information
This announcement may contain statements that constitute forward-looking statements. The words “anticipate”, “believe”, “expect”, "estimate", "aim", “project”, “forecast”, “estimate”, "risk", “likely”, “intend”, “outlook”, “should”, “could”, "would", “may”, "will", "continue", "plan", "probability", "indicative", "seek", “target”, “plan” and other similar expressions are intended to identify forward-looking statements.
Any such statements, opinions and estimates in this announcement speak only as of the date hereof and are based on assumptions and contingencies subject to change without notice, as are statements about market and industry trends, projections, guidance and estimates. Forward-looking statements are provided as a general guide only. The forward-looking statements in this announcement are not indications, guarantees or predictions of future performance and involve known and unknown risks, uncertainties and other factors, many of which are beyond the control of CSL, its officers, employees, agents and advisors, and may involve significant elements of subjective judgement and assumptions as to future events which may or may not be correct, and may cause actual results to differ materially from those expressed or implied in such statements. You are strongly cautioned not to place undue reliance on forward-looking statements.
This announcement is not financial product or investment advice, a recommendation to acquire or sell securities or accounting, legal or tax advice. It does not constitute an invitation or offer to apply for securities. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision, prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek legal and taxation advice appropriate for their jurisdiction. CSL is not licensed to provide financial product advice in respect of an investment in securities.