The Board of Directors of
Background
This statement is made by the Board of Directors (the "Board") of
34.5 per cent compared to the closing price of
SEK 174.70 of the Sobi share on Nasdaq Stockholm on25 August 2021 ;- 37.7 per cent compared to the volume-weighted average trading price of
SEK 170.62 of the Sobi share on Nasdaq Stockholm during the 30 trading day period up to and including25 August 2021 ; and -
54.7 per cent compared to the volume-weighted average trading price of
SEK 151.95 of the Sobi share on Nasdaq Stockholm during the 90 trading day period up to and including25 August 2021 .
The acceptance period of the Offer is expected to commence on or around
Completion of the Offer is conditional upon, amongst other things, Agnafit Bidco becoming the owner of more than 90 per cent of the total number of shares in Sobi and the receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities, in each case on terms which, in Agnafit Bidco's opinion, are acceptable. Agnafit Bidco has reserved the right to waive these and other conditions for completion of the Offer.
As a result of
The Board has, following a written request, permitted Advent and Aurora to carry out a confirmatory due diligence review of Sobi in connection with the preparation of the Offer. Advent and Aurora have not received any inside information in connection with such review.
Sobi has retained
The Board's evaluation of the Offer
The Board believes that the Company has built an attractive portfolio over time that is focused on delivering innovative therapies and services in the areas of haematology, immunology and speciality care. Since the combination of
In assessing the merits of the Offer, the Board has considered the long-term growth prospects of the Company as described above and also the risks and challenges associated with executing against these plans. These risks include, but are not limited to, risks relating to the development and commercialisation of the Company's late-stage programmes and its international expansion as well as external risks relating to its existing portfolio and future product launches in a competitive market. The Board has in this regard also considered that launches and internationalisation of operations will require further investments in infrastructure and increase SG&A spend over revenue short term.
In arriving at its recommendation, the Board has analysed the Offer using the methods normally used for evaluating public offers for listed companies, including Sobi's valuation in relation to comparable listed companies and comparable transactions, premiums in previous public offers, the stock market's expectations in respect of Sobi and the Board's view on Sobi's long-term value based on expected future cash flows. The Board has also taken into account that the Offer comprises cash consideration, which, subject to completion of the Offer, provides the Sobi shareholders with a de-risked opportunity to realise value from their investment in cash in the near future and at a meaningful premium to recently traded prices of the Sobi share.
Furthermore, the Board recognises that
Having concluded this assessment, the Board believes that the terms of the Offer recognise Sobi's long-term growth prospects, as well as the risks associated with those prospects, and provides certainty, in cash, to the Sobi shareholders.
The Board has further considered the Opinion rendered by
Under the Takeover Rules the Board is required, on the basis of Agnafit Bidco's statements in the announcement of the Offer, to make public its opinion of the effects the implementation of the Offer may have on Sobi, specifically employment, and its views on Agnafit Bidco's strategic plans for Sobi and the effect these may be expected to have on employment and the places where Sobi carries on its business. Agnafit Bidco has in this respect stated that "Agnafit Bidco is fully aligned with Sobi's commitment to patients, to improve health on a global scale for a number of small and often overlooked patient populations and will fully support the company in its mission to develop and deliver innovative therapies and services to improve life for people living with rare diseases. Agnafit Bidco's plans for the future business and general strategy do not currently include any material changes with regard to its management and employees, including their terms of employment. The intention of Agnafit Bidco is that Sobi's existing CEO,
The Board assumes that this description is accurate and has in relevant aspects no reason to take a different view.
Based on the above, the Board unanimously recommends that Sobi shareholders accept the Offer.
This statement shall in all respects be governed by and construed in accordance with substantive Swedish law. Disputes arising from this statement shall be settled exclusively by Swedish courts.
___________
The Board of Directors
For more information please contact:
Paula Treutiger, Global Head of Communications
+46 733 666 599
paula.treutiger@sobi.com
+46 767 248 830
maria.kruse@sobi.com
This is information that
About SobiSobi is a specialised international biopharmaceutical company transforming the lives of people with rare diseases. Sobi is providing sustainable access to innovative therapies in the areas of haematology, immunology and specialty indications. Sobi employs approximately 1,500 people across
[1] Through AI Gemstone (Luxembourg) S.à r.l., a special purpose vehicle indirectly owned by certain private equity funds managed and/or advised by
[2] Aurora is a nominated investment vehicle of
[3] Based on 295,144,629 outstanding shares in Sobi, i.e. excluding 8,670,882 shares held in treasury by Sobi.
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Fairness Opinion,
The Board of Directors of
As a basis for this opinion,
Certain historical business and financial information relating to Sobi, including annual reports and interim reports.
- Financial forecasts and budgets for Sobi prepared by Sobi's management.
- Certain information from the management of Sobi regarding Sobi's business and operations, such as historical development, current and future products, cost structure, strategy, management, financial position, investments and future financial prospects and development.
- Certain recommendation and forecasts for Sobi contained in equity analysts' research reports.
- Certain publicly available information regarding Sobi's share prices and trading volumes.
-
Certain information from external sources regarding other companies which
Danske Bank believes to be relevant and comparable to Sobi. -
Other information
Danske Bank has deemed relevant or appropriate for this opinion.
This opinion is based on information that has been obtained from sources available to the public or provided to
With respect to financial forecasts, other forward-looking information and data provided by the management of Sobi, or otherwise reviewed by or discussed with
This opinion is provided for informative and assistance purposes to the Board in conjunction with the Offer and does not address any relative merits of the Offer as compared to alternative business transactions available to Sobi, or any other investment opportunities available to the shareholders of Sobi. Hence, this opinion does not constitute a recommendation as to whether the shareholders of Sobi should accept the Offer and thereof not to be interpreted as a recommendation to the shareholders or such.
Based on and subject to the foregoing, it is
This opinion is provided solely for the benefit of the Board, for the purposes of its evaluation of the Offer, and may not be used, quoted or reproduced for any other purposes without a written consent from
This opinion shall be governed by and construed in accordance with substantive Swedish law and any dispute, controversy or claim relating to this opinion shall be exclusively settled by Swedish courts.
This is a translation of the fairness opinion written in Swedish and it is for information purposes only and does not constitute a part of the opinion. For the avoidance of doubt, in the case of any inconsistency or ambiguity between the Swedish language version and the English translation, the Swedish language version shall prevail.
Corporate Finance
[1] Through AI Gemstone (Luxembourg) S.à r.l, a special purpose vehicle indirectly owned by certain private equity funds managed and/or advised by
[2] Aurora is a nominated investment vehicle of
[3] A private limited liability company, pending name change from Goldcup 28580 AB and with corporate registration number 559328-4085, to be domiciled in
Postal address SE-112 76
Phone: 46 8 697 20 00 www.sobi.com
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