Statement by the Board of Directors of Swedish Orphan Biovitrum AB in relation to the public cash offer by Advent and GIC
The Board of Directors of Swedish Orphan Biovitrum AB unanimously recommends that the shareholders of Swedish Orphan Biovitrum AB accept the offer.
This statement is made by the Board of Directors (the “Board”) of Swedish Orphan Biovitrum AB (publ) (“Sobi” or the “Company”) pursuant to Section II.19 of Nasdaq Stockholm’s Takeover Rules (the “Takeover Rules”).
Advent International Corporation (“Advent”) and Aurora Investment Pte Ltd ("Aurora"), an affiliate of GIC Pte Ltd (“GIC”), through Agnafit Bidco AB (“Agnafit Bidco”), have today announced a public cash offer to Sobi’s shareholders to transfer their shares in Sobi to Agnafit Bidco (the “Offer”). Under the terms of the Offer, Agnafit Bidco is offering SEK 235 per Sobi share in cash (the “Offer Price”), which values the issued share capital of Sobi at approximately SEK 69.4 billion. The Offer Price represents a premium of approximately:
34.5 per cent compared to the closing price of SEK 174.70 of the Sobi share on Nasdaq Stockholm on 25 August 2021.
37.7 per cent compared to the volume-weighted average trading price of SEK 170.62 of the Sobi share on Nasdaq Stockholm during the 30 trading day period up to and including 25 August 2021; and 54.7 per cent compared to the volume-weighted average trading price of SEK 151.95 of the Sobi share on Nasdaq Stockholm during the 90 trading day period up to and including 25 August 2021.
25 August 2021 was the last trading day prior to media speculation regarding a potential public offer for Sobi.
The acceptance period of the Offer is expected to commence on or around 22 September 2021 and expire on or around 21 October 2021, subject to any extensions.
Completion of the Offer is conditional upon, amongst other things, Agnafit Bidco becoming the owner of more than 90 per cent of the total number of shares in Sobi and the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in Agnafit Bidco’s opinion, are acceptable. Agnafit Bidco has reserved the right to waive these and other conditions for completion of the Offer.
Investor AB and Fjärde AP-Fonden, which have shareholdings in Sobi representing approximately 36.45 per cent and 6.96 per cent, respectively, of the total number of shares and votes in Sobi (excluding shares held in treasury by Sobi), have undertaken to accept the Offer under separate agreements with Agnafit Bidco, subject to certain conditions. Please refer to the announcement of the Offer for more information about the acceptance undertakings.
As a result of Investor AB having undertaken to accept the Offer subject to certain conditions, the Board members Helena Saxon and Filippa Stenberg have not participated, and will not participate, in Sobi’s handling and evaluation of the Offer.
The Board has, following a written request, permitted Advent and Aurora to carry out a confirmatory due diligence review of Sobi in connection with the preparation of the Offer. Advent and Aurora have not received any inside information in connection with such review.
Sobi has retained Morgan Stanley & Co. International Plc, who is acting as financial adviser exclusively for Sobi in connection with the matters set out in this announcement, and Mannheimer Swartling Advokatbyrå AB as legal adviser, in relation to the Offer.
Danske Bank A/S, Danmark, Sverige Filial (“Danske Bank”) has, at the request of the Board, provided an opinion according to which the Offer is fair to Sobi’s shareholders from a financial point of view (subject to the assumptions and considerations set out in the opinion) (the “Opinion”). The Opinion is attached to this statement. Danske Bank receives a fixed fee for providing the Opinion which is not contingent upon the size of the Offer consideration, the acceptance level of the Offer or whether it is completed.
2 Sep, 2021
https://www.sobi.com/
