Alvotech Holdings SA executed a term sheet to acquire Oaktree Acquisition Corp. II (NYSE:OACB) from Oaktree Acquisition Holdings II, L.P., Millennium Management LLC and others in a reverse merger transaction on June 25, 2021. Alvotech Holdings SA entered into a definitive merger agreement to acquire Oaktree Acquisition Corp. II from Oaktree Acquisition Holdings II, L.P., Millennium Management LLC and others for $2.2 billion in a reverse merger transaction on December 2, 2021. Current Alvotech equity holders will own approximately 80%, Oaktree Acquisition Corp. II shareholders will own approximately 11%, and PIPE investors will own approximately 7% of the issued and outstanding ordinary shares, respectively, of the combined company at closing. OACB intends to voluntarily delist all of OACB's securities from The New York Stock Exchange (“NYSE”) upon the consummation of business combination, including each of OACB's units, public shares and public warrants currently listed on the NYSE under the symbols “OACB.U,” “OACB” and “OACB WS,” respectively. Combined company's ordinary shares on Nasdaq and warrants on The Nasdaq Stock Market LLC is currently expected to begin on or about June 16, 2021, under the ticker symbols “ALVO” and “ALVOW,” respectively.

The transaction, which has been unanimously approved by the boards of directors of each Alvotech and Oaktree Acquisition Corp. II, is subject to, among other customary closing conditions, the expiration or termination of the applicable waiting period under the HSR Act, the effectiveness of the Registration Statement, approval by shareholders of Oaktree Acquisition Corp. II, and shareholders of Alvotech, with the holders of a majority of the votes required to approve the transaction having provided commitments to approve the transaction. On April 18, 2022, parties entered into first amendment to the agreement to lower the Minimum Cash Condition from $300 million to $250 million. As of May 10, 2022, the registration statement with respect to the transaction has been declared effective. The extraordinary general meeting of shareholders of Oaktree to approve the pending business combination is scheduled to be held on June 7, 2022. As of June 7, 2022, OACB shareholders approved the transaction. The board of directors of OACB unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement. The transaction is expected to close in the first half of 2022. As of May 11, 2022, the transaction is anticipated to close on or about June 15, 2022.

Morgan Stanley & Co. LLC and Credit Suisse served as financial advisors to Alvotech. Deutsche Bank Securities served as financial advisor and capital markets advisor to Oaktree Acquisition Corp. II. Deutsche Bank Securities and Morgan Stanley & Co. LLC served as lead private placement agents, and Citigroup Global Markets Inc. and Credit Suisse also served as private placement agents, for Oaktree Acquisition Corp. II in connection with the PIPE Transaction. Michal Berkner, Div Gupta and Nicolas Dumont of Cooley LLP served as lead legal counsel to Alvotech. Matthew S. Arenson, Peter Seligson, Vivek Ratnam, Matthew S. Lovell, Matthew C. Darch, Michael Beinus, Allison Gallagher and Michele Cumpston of Kirkland and Ellis LLP and Eva A. Temkin, Christina M. Markus, Geneviève Michaux, Jessica Ringel, Steven Niedelman and Beverly Lorell of King & Spalding served as legal counsel to Oaktree Acquisition Corp. II. BILL NELSON and ILIR MUJALOVIC of Shearman & Sterling LLP served as legal counsel to the placement agents. Morrow & Co., LLC acted as information agent and will receive a fee of $32,500 for its services. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to Oaktree Acquisition Corp. Arendt & Medernach SA acted as legal advisor to Alvotech Holdings SA.

Alvotech Holdings SA completed the acquisition of Oaktree Acquisition Corp. II (NYSE:OACB) from Oaktree Acquisition Holdings II, L.P., Millennium Management LLC and others in a reverse merger transaction on June 15, 2022. Ordinary shares and warrants of combined company will begin trading on the Nasdaq Stock Market LLC (“Nasdaq”) on June 16, under the new ticker symbols “ALVO” and “ALVOW”, respectively. Ordinary shares of combined company are also expected to trade on the Nasdaq First North Growth Market in Iceland commencing on June 23, 2022.