CSL Behring AG entered into a definitive agreement to launch public tender offer to acquire Vifor Pharma AG (SWX:VIFN) from a group of shareholders for CHF 10.9 billion on December 14, 2021. CSL will pay CHF 167 per Vifor Pharma share in cash under the Offer. Transaction will be funded from $4.5 billion (CHF 4.14783 billion) of a fully underwritten institutional placement, $6 billion (CHF 5.53044 billion) from a fully committed debt bridge facility and $2 billion (CHF 1.84348 billion) from existing cash / undrawn facilities. CSL taps HSBC to fund the acquisition. CSL will also undertake a non-underwritten Share Purchase Plan (“SPP”) for eligible shareholders in Australia and New Zealand. The SPP is targeting to raise up to $534 million (CHF 492.20916 million). As of December 14, 2021, CSL Limited successfully completed the institutional placement of CHF 4.1 billion fund raising to finance the transaction. As of February 14, 2022, CSL Limited successfully completed share purchase plan for $534 million (CHF 492.20916 million) to fund the transaction. Hervé Gisserot, designated to lead the business as General Manager upon settlement of the offer.


The Tender Offer is subject to a minimum acceptance rate of 80% of all Vifor Pharma shares and other customary offer conditions such as regarding the receipt of merger control, foreign direct investment and other regulatory filings and approvals. The transaction has been unanimously approved by Boards of both CSL and Vifor. Patinex AG, Vifor Pharma's largest shareholder holding 23.2% of Vifor Pharma's share capital, has agreed to tender its shares. The regulatory approval process in relation to the offer is on track and CSL is highly confident that the remaining conditions will be satisfied such that the settlement of the offer may occur around mid-2022.The Tender Offer is currently expected to commence around January 18, 2022 and is expected to complete around the middle of calendar year 2022. The main offer period is expected to commence on February 2, 2022 and to end on March 2, 2022.Transaction is expected to be immediately earnings per share accretive for CSL. Transaction is also expected to be low-to-mid teens NPATA per share accretive in the first full year of CSL ownership. On March 3, 2022, CSL have acquired 74% stake in Vifor Pharma. CSL welcomes the strong support it has received from Vifor shareholders for the acquisition and now plans to waive the original 80% acceptance rate condition and to declare the offer successful. Following this, a tender period for subsequent acceptance of the offer will commence on March 9, 2022 and run through until March 22, 2022. As of March 22, 2022, the end of the Additional Acceptance Period 61,025,396 Vifor Shares were tendered into the Offer until the end of the Additional Acceptance Period corresponding to 93.99% stake. As per update on May 12, 2022, few antitrust authorities have approved the transaction while some approvals are still pending. The transaction is expected to be completed by June 2022. As of July 13, 2022, CSL Behring 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. On August 2, 2022, CSL Limited announced it has now received all necessary regulatory clearances for the acquisition of Vifor Pharma AG. CSL has set the settlement date of the public tender offer for Vifor for August 9, 2022 and also has filed an action to cancel the remaining publicly held Vifor Shares in accordance with Swiss takeover rules. As of June 20, 2022 European Commission has opened a formal antitrust investigation to assess whether Vifor Pharma has restricted competition by illegally disparaging its closest.

PJT Partners, LP, BofA Securities, Inc., The Goldman Sachs Group, Inc. (NYSE:GS) and Credit Suisse Group AG (SWX:CSGN) acted as financial advisors and Homburger AG, Brian Steinhardt, Antti Pesonen, Michael Vernace, Mark Pflug, Richard Fenyes, Buzz Frahn, Lori Lesser, Sara Razi, Étienne Renaudeau, Brian Robbins, Vanessa Burrows, and Benjamin Rippeon of Simpson Thacher & Bartlett LLP and Herbert Smith Freehills LLP acted as legal advisors to CSL. Allens acted as legal advisors to CSL. Gresham Advisory Partners Limited acted as financial advisor to the Board of Directors of CSL. Centerview Partners UK LLP acted as financial advisor and Thomas Vettiger and Christian Hirzel of IFBC AG acted as fairness opinion providers to the Board of Directors Vifor Pharma. Rolf Watter, Dieter Dubs, Mani Reinert and Susanne Schreiber of Bär & Karrer Ltd. acted as legal advisors to Vifor.

CSL Behring AG completed the acquisition of a 93.99% stake in Vifor Pharma AG (SWX : VIFN) from a group of shareholders on August 9, 2022.