Nordic Capital entered into a scheme of agreement to acquire ADVANZ PHARMA Corp. Limited (OTCPK:CXRX.F) from a group of shareholders for approximately $870 million on January 27, 2021. Under the terms of the agreement, ADVANZ PHARMA shareholders will be entitled to receive $17.26 in cash for each share. As an alternative to the Cash Offer, eligible ADVANZ PHARMA Shareholders may elect for the Alternative Offer, pursuant to which they would receive 0.1726 unlisted B ordinary shares of no par value in the capital of Cidron Aida Limited which will be issued upon or shortly following the Scheme becoming Effective. The maximum number of Cidron Aida Shares available to ADVANZ PHARMA Shareholders under the Alternative Offer will be limited to a maximum of 1,940,080 Cidron Aida Shares representing 20% of issued share capital of Cidron Aida; and to the extent that elections for the Alternative Offer cannot be satisfied in full, the number of Cidron Aida shares to be issued in respect of each ADVANZ PHARMA Share will be reduced on a pro rata basis, and the balance of the consideration for each ADVANZ PHARMA Share will be paid in cash in accordance with the terms of the Cash Offer. ADVANZ PHARMA Directors Graeme Duncan and Adeel Ahmad and other shareholders Blackstone Alternative Credit Advisors LP, Bybrook Capital LLP, Solus Alternative Asset Management L.P., Capital Research and Management Company and Baring Asset Management Limited have irrevocably undertaken to vote in favor of the scheme. In related transactions, Nordic Capital entered into agreement to acquire Class A and Class B shares of ADVANZ PHARMA Corp. Limited from Blackstone Credit and Solus respectively on January 27, 2021. The cash consideration payable to ADVANZ PHARMA Shareholders for the ADVANZ PHARMA Shares pursuant to the terms of the Acquisition will be funded by funds to be invested indirectly in Cidron Aida by Nordic Fund X Epsilon and certain other investment funds managed or advised by Nordic Capital affiliates. In addition, a member of Cidron Aida Limited has received financing commitments from Barclays Bank PLC, Barclays Bank Ireland PLC, Goldman Sachs Bank USA, J.P. Morgan AG, Jefferies Finance LLC, Morgan Stanley Senior Funding, Inc. and Royal Bank of Canada in order to refinance existing debt of the ADVANZ PHARMA Group and fund costs in relation to such refinancing and the Acquisition on or around the Scheme becoming Effective by way of senior facilities and senior secured notes and/or bridge facilities in an aggregate euro-equivalent amount equal to $1,580 million comprising: (i) a senior multi-currency revolving credit facility in a euro-equivalent amount equal to $200 million; (ii) a senior term loan facility in a euro-equivalent amount equal to $360 million; (iii) euro denominated senior secured notes yielding up to $560 million (equivalent), or if all or a portion of such notes are not issued upon the Scheme becoming Effective, a senior secured bridge facility in a euro-equivalent amount equal to $560 million; and (iv) sterling denominated senior secured notes yielding up to $460 million (equivalent), or if all or a portion of such notes are not issued upon the Scheme becoming Effective, a senior secured bridge facility in a sterling-equivalent amount equal to $460 million. ADVANZ PHARMA will cease to be a public company after the scheme becomes effective. Upon the Scheme becoming Effective, the existing contractual and statutory employment rights, including pension rights, of all management and employees of the ADVANZ PHARMA Group will be fully safeguarded. Upon the Scheme becoming Effective, the non-executive directors of ADVANZ PHARMA will resign as directors of ADVANZ PHARMA. The transaction is subject to court approval, shareholder approval of ADVANZ PHARMA, antitrust clearances in Austria, Germany, Portugal, South Africa and the United States of America and foreign investment clearances in France, Germany, Italy and New Zealand and regulatory approvals. The meeting of the shareholders in scheduled on March 25, 2021 to approve the transaction. The ADVANZ PHARMA Independent Directors consider the terms of the Cash Offer to be fair and reasonable and intends to recommend unanimously that ADVANZ PHARMA shareholders vote in favour of the transaction. The Acquisition is also subject to the Conditions set out in Part III of the Scheme Document (Conditions to the Implementation of the Scheme and to the Acquisition), which included antitrust and regulatory conditions. On 29 March 2021, the Scheme was approved by the Scheme Shareholders at the Court Meeting and the special resolution to implement the Scheme was passed by the ADVANZ PHARMA Shareholders at the General Meeting. Whilst all of the antitrust and regulatory conditions have now been satisfied, completion of the acquisition remains subject to the waiver or satisfaction of the remaining Conditions set out in the scheme document, including the sanction of the Scheme by the Court at the Court Sanction Hearing, expected effective date is to be June 1, 2021. The transaction is expected to complete in the second quarter of 2021. Raymond James Financial International Limited acted as fairness opinion provider to the independent Directors of ADVANZ PHARMA. David Kitterick, Siddhart Nahata and Alberto Bertan of Morgan Stanley & Co. International plc acted as financial advisors to Nordic Capital. Allan Bertie and David Stubbs of Raymond James Financial International Limited acted as financial advisors to ADVANZ PHARMA. Tommy Erdei, Tariq Hussain and Hardik Madlani of Jefferies International Limited acted as financial advisors to ADVANZ PHARMA. Darren Campili, Sid Chhibbar and Thomas Cowen of Barclays Bank PLC acted as financial advisors to ADVANZ PHARMA. Carey Olsen Jersey LLP and Stikeman Elliott LLP acted as legal advisors to Nordic Capital. Mike Weir and Dominic Ross of White & Case LLP, Appleby (Jersey) LLP and John Sabetti and Richard Steinberg of Fasken Martineau DuMoulin LLP acted as legal advisors to ADVANZ PHARMA. Betty C. Pang and Elizabeth M. Richards of Latham & Watkins LLP and Robbie McLaren, Douglas Abernethy, Sam Hamilton and Scott Colwell of Latham & Watkins (London) LLP acted as legal advisors to Nordic Capital and also advised on financing of the transaction. Karen Davies of Ashurst acted as legal advisor to Morgan Stanley & Co. International plc. Tom McCarthy; David Higgins, Andrea Renold and Anand Damodaran of Kirkland & Ellis acted as legal advisor to Nordic Capital. Raymond James & Associates, Inc. acted as financial advisor to Nordic Capital in the transaction. Nordic Capital completed the acquisition of ADVANZ PHARMA Corp. Limited (OTCPK:CXRX.F) from a group of shareholders on June 1, 2021. The acquisition has been effected by means of a court sanctioned scheme of arrangement.