On 18 November 2019, Recipharm AB ('Recipharm'), through its directly wholly-owned subsidiary Recipharm Holdings Limited, announced that it had reached an agreement with Consort Medical plc ('Consort') on the terms of a recommended cash offer for the entire issued and to be issued share capital of Consort (the 'Offer').
It is intended that the acquisition will be implemented by way of a takeover offer under the UK Companies Act 2006, under which the shareholders of Consort will receive GBP 10.10 in cash per share should they choose to accept the Offer.
Further to that announcement, Recipharm is pleased to announce that the offer document, which contains the full terms and conditions of the Offer and the procedures for acceptance of the Offer (the 'Offer Document'), is being published and posted to Consort Shareholders today, together with the related Form of Acceptance. For information purposes only, the Offer Document will also be sent, or made available, to persons with information rights and participants in the Consort Share Plans. The Offer is subject to the terms and conditions set out in the Offer Document and the Form of Acceptance. Subject to certain restrictions relating to persons resident in a Restricted Jurisdiction, the Offer Document will be available at Recipharm's website at (www.recipharm.com/investor-relations) and Consort's website (www.consortmedical.com/investor-centre/) up to and including the end of the Offer.
The first Closing Date of the Offer is 1.00 p.m. (London Time) on 9 January 2020. Unless otherwise stated, the terms used in this announcement have the same meanings as given to them in the Offer Document.
Contact:
Thomas Eldered
Tel: +46 8 602 52 10
About Recipharm
Recipharm is a leading Contract Development and Manufacturing Organisation (CDMO) in the pharmaceutical industry employing almost 7,000 employees. Recipharm offers manufacturing services of pharmaceuticals in various dosage forms, production of clinical trial material and APIs, and pharmaceutical product development. Recipharm manufactures several hundred different products to customers ranging from big pharma to smaller research and development companies. Recipharm's turnover is approximately SEK 7.2 billion. The company operates development and manufacturing facilities in France, Germany, India, Israel, Italy, Portugal, Spain, Sweden, the UK and the US and is headquartered in Stockholm, Sweden. The Recipharm B-share (RECI B) is listed on Nasdaq Stockholm.
IMPORTANT INFORMATION
The Offer will be implemented solely by means of the Offer Document and, in respect of Consort Shares held in certificated form, the Form of Acceptance accompanying the Offer Document, which will contain the full terms and conditions of the Offer including details of how to accept the Offer. Any approval, acceptance, decision or other response to the Offer should be made only on the basis of the information in the Offer Document and, in respect of Consort Shares held in certificated form, the Form of Acceptance. Consort Shareholders are strongly advised to read the formal documentation in relation to the Offer and each Consort Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences to it (or its beneficial owners) of the Offer.
This press release is not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Persons who receive this press release (including, without limitation, nominees, trustees and custodians) and are subject to the law of any such jurisdiction will need to inform themselves about, and observe, any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.
To the extent this press release contains forward-looking statements, such statements do not represent facts and are characterized by the words 'will', 'expect', 'believe', 'estimate', 'intend', 'aim', 'assume' or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of Recipharm. Such forward-looking statements are based on current plans, estimates and forecasts which Recipharm has made to the best of its knowledge, but which do not claim to be correct in the future. Forwardlooking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by Recipharm. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.
Publication on a website
A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on Recipharm's website at www.recipharm.com/investor-relations promptly and in any event by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
RECIPHARM AB (PUBL) 
