AD HOC ANNOUNCEMENT PURSUANT TO ART. 53 LR
Melbourne, Australia, and St. Gallen, Switzerland, 13 July 2022 – CSL Limited (ASX: CSL; USOTC:CSLLY) today announced an update regarding the Vifor Pharma AG acquisition.
On January 18, 2022, CSL Behring AG (the Offeror) published the offer prospectus (the Offer Prospectus) for its public tender offer according to articles 125 et seq. FMIA (the Offer) for all publicly held registered shares of Vifor Pharma Ltd. (Vifor) with a nominal value of CHF 0.01 each (each a Vifor Share).
In the definitive notice of the end result dated March 28, 2022, the Offeror declared a postponement of the settlement of the Offer for a period of up to four months after the expiration of the additional acceptance period of the Offer, i.e. until July 22, 2022.
Today, the Offeror announced a further postponement of the settlement of the Offer until September 30, 2022, as the offer condition pursuant to Section B.7(1)(b) (Merger Clearances, Foreign Direct Investment and Other Approvals) of the Offer Prospectus is not expected to be fulfilled by July 22, 2022.
Today's announcement of the Offeror, which includes among other things further information regarding the offer conditions that remain in effect, the Offeror's intention to delist and the Offeror's action filed with the Commercial Court of St. Gallen requesting the cancellation of the remaining publicly held Vifor Shares, is available at www.csltransaction.com.
Contact and further information:
Australia / Asia Pacific
P. +61 450 909 211
Switzerland / Europe
Martin Meier-Pfister (IRF)
P: + 41 432 448 140
United States / Rest of World
Global Head Corporate Communications
+41 79 957 96 73
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 Offer. Terms and conditions of the Offer have been published in CSL's Offer Prospectus regarding the Offer. Shareholders of Vifor Pharma Ltd. are urged to read the Offer documents, including the Offer Prospectus, which are or will be available at www.CSLtransaction.com.
Certain Offer Restrictions
The 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 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 Offer. It is not intended to extend the Offer to any such country or jurisdiction. Any documents relating to the 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 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 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 Offer; (b) passed upon the merits or fairness of the 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 or refer to 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.