Nordic Capital Acquires Specialty Pharmaceutical Company ADVANZ PHARMA in Deal Worth ~$846 Million

• The acquisition will bring significant investment and expertise to help fuel ADVANZ PHARMA's growth, with the potential to bring further cost-savings to the NHS and wider European healthcare systems while enhancing choice and access to critical medicines globally.

LONDON, June 1, 2021 /CNW/ - ADVANZ PHARMA Corp. Limited ("ADVANZ PHARMA" or "the Company"), a specialty pharmaceutical company with a strategic focus on complex medicines in Europe, today announced the completion of its acquisition by a subsidiary of Nordic Fund X Epsilon, Cidron Aida Bidco Limited ("Bidco").

Graeme Duncan, Chief Executive Officer of ADVANZ PHARMA, said: "This deal is fantastic news for ADVANZ PHARMA and our goal of becoming the go-to partner for complex medicines in Europe. Nordic Capital will be pivotal in helping the business through both its deep sector expertise and access to capital that will enable considerable investment in our organic and inorganic pipeline. This partnership will be essential in allowing us to further broaden choice for both prescribers and patients throughout the world and ensure access to the essential medicines we supply.

Duncan continues: "This deal could not have been possible without our employees whose hard work has been instrumental in collectively contributing towards building ADVANZ PHARMA into the strong and diverse company it is today."

Raj Shah, Partner and Head of Healthcare, Nordic Capital Advisors, said: "ADVANZ PHARMA's vision and regional focus fully aligns with Nordic Capital's expertise and deep knowledge of European market sectors. We are delighted to be able to support ADVANZ PHARMA at this exciting juncture in their journey. Nordic Capital will help fuel the company's strategic growth and allow it to invest in future pipeline and M&A activities so that even more patients can access critical medicines now and in the future."

The acquisition has been effected by means of a court sanctioned scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (as amended), which was contained in a document published on 25 February 2021 (the "Scheme Document"), pursuant to which Bidco acquired the entire limited voting share capital of ADVANZ PHARMA (the "Acquisition"). Capitalised terms not defined in this announcement shall have the meaning given to them in the Scheme Document.

ADVANZ PHARMA is pleased to announce that the Scheme has now become Effective.

The Acquisition values the entire issued and to-be-issued limited voting share capital of ADVANZ PHARMA at approximately US$846 million. Under the terms of the Acquisition, each ADVANZ PHARMA Shareholder will receive US$17.26 in cash in respect of each ADVANZ PHARMA Share held at the Scheme Record Time, with the exception of Bybrook, being the only former shareholder of ADVANZ PHARMA who elected for the Alternative Offer and whose ADVANZ PHARMA Shares have been exchanged for Topco B Shares in accordance with the Alternative Offer.

For further details about the completion of the Acquisition, including closing requirements and additional considerations, please visit the Investor Relations section of the Company's website at:

www.advanzpharma.com/investors

About Nordic Capital
Nordic Capital is a leading private equity investor with a resolute commitment to creating stronger, sustainable businesses through operational improvement and transformative growth. Nordic Capital focuses on selected regions and sectors where it has deep experience and a long history. Focus sectors are Healthcare, Technology & Payments, Financial Services, and selectively, Industrial & Business Services. Key regions are Europe and globally for Healthcare and Technology & Payments investments. Since inception in 1989, Nordic Capital has invested more than EUR 17 billion in close to 120 investments. The most recent fund is Nordic Capital Fund X with EUR 6.1 billion in committed capital, principally provided by international institutional investors such as pension funds. Nordic Capital Advisors have local offices in Sweden, Denmark, Finland, Norway, Germany, the UK and the US. For further information about Nordic Capital, please visit www.nordiccapital.com.

About ADVANZ PHARMA
ADVANZ PHARMA is a specialty pharmaceutical company with a strategic focus on complex medicines in Europe. With an agile and experienced team, including direct sales, marketing and medical capability across many of Europe's major markets, the Company supplies, innovates and enhances the critical medicines patients depend on, ensuring continued patient access and improving health outcomes.

ADVANZ PHARMA has expertise in the anti-Infectives and endocrinology therapy areas, along with strong relationships with hospital decision makers, making it an attractive partner when commercialising complex medicines in Europe.

ADVANZ PHARMA has an operational headquarters in London, an operations centre of excellence in Mumbai, commercial affiliates in North America, Europe, and Australia, and an established global network of commercial partners throughout the rest of the world. For further information about ADVANZ PHARMA, visit www.advanzpharma.com.

About complex medicines
Investment in off-patent, complex medicines provides essential cost-savings to the NHS and wider European healthcare systems, giving prescribers greater choice and the ability to free up budget where there is greatest need. Complex medicines are defined as:

• Rare: Products differentiated by their small patient populations due to rare disease, novel strengths, or delivery technology
• Under-serviced: Older medicines with an established history, greater familiarity and existing patient demand but lacking investment

Four out of five prescription medicines in the UK are generics, demonstrating their essential role in the delivery of cost-effective care.¹

Access to affordable, high-quality alternatives has never been more important as we continue to navigate the health repercussions from COVID-19.

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¹ NHS Business Services Authority. Medicines optimisation – generic prescribing. Available at: https://www.nhsbsa.nhs.uk/epact2/dashboards-and-specifications/medicines-optimisation-generic-prescribing. Last accessed: May 2021.

Forward-looking statements
The Scheme Document contains certain "forward-looking statements" with respect to the financial condition, results of operations and business of ADVANZ PHARMA and certain plans and objectives of Nordic Fund X Epsilon with respect thereto. These statements are based on the current expectations of the management of Nordic Fund X Epsilon (or where expressly stated, the ADVANZ PHARMA Board) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained in the Scheme Document include statements relating to the expected effects of the Scheme on Nordic Fund X Epsilon and ADVANZ PHARMA, the expected timing and scope of the Scheme, and other statements other than historical facts.

Forward-looking statements include statements typically containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. Although Nordic Fund X Epsilon or ADVANZ PHARMA (as applicable) believe that the expectations reflected in such forward-looking statements are reasonable, Nordic Fund X Epsilon or ADVANZ PHARMA (as applicable) can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include: local and global political and economic conditions; changes in consumer habits and preferences; legal or regulatory developments and changes; the outcome of any litigation; the impact of any acquisitions or similar transactions; competitive product and pricing pressures; success of business and operating initiatives; and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Nordic Fund X Epsilon, Bidco, any member of the Wider Topco Group and ADVANZ PHARMA do not undertake any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

Publication on website and availability of hard copies
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, free of charge on ADVANZ PHARMA's website at https://www.advanzpharma.com/investors. For the avoidance of doubt, the content of this website is not incorporated into and does not form part of this announcement.

Dealing Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

SOURCE ADVANZ PHARMA Corp.

For media enquiries or to arrange an interview with CEO Graeme Duncan, please contact: Meral Nugent, ADVANZ PHARMA Corp. Limited, Tel: [phone], Mobile: [phone], [email protected]; Camilla Wakeford, OPEN Health, [phone], [email protected]

Related Links

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