Asahi Kasei Pharma Denmark A/S completed the acquisition of Veloxis Pharmaceuticals A/S from Novo Holdings A/S, Lundbeckfond Invest A/S, Board of Directors of Veloxis Pharmaceuticals, Executive Management of Veloxis Pharmaceuticals including Craig Collard and Ira Duarte, Carsten Nielsen and others.
January 13, 2020
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Asahi Kasei Pharma Denmark A/S entered into a transaction agreement to acquire Veloxis Pharmaceuticals A/S (CPSE:VELO) from Novo Holdings A/S, Lundbeckfond Invest A/S, Board of Directors of Veloxis Pharmaceuticals, Executive Management of Veloxis Pharmaceuticals including Craig Collard and Ira Duarte, Carsten Nielsen and others for DKK 9.2 billion on November 25, 2019. The deal is a tender offer deal and the deal value is payable in cash. Under the terms of the deal, Asahi Kasei Pharma Denmark will offer DKK 4.45 to shareholders holding 80.1% stake in Veloxis Pharmaceuticals including Lundbeckfond Invest A/S, Novo Holdings A/S, as well as the Board of Directors of Veloxis Pharmaceuticals A/S, the executive management of Veloxis Pharmaceuticals A/S and the management of Veloxis Pharmaceuticals Inc. Asahi Kasei Pharma Denmark will offer DKK 6 to rest of the public shareholders of Veloxis Pharmaceuticals A/S. As on June 30, 2019, members of the Board of Directors of Veloxis Pharmaceuticals A/S held 22.3 million warrants at an average strike price of DKK 1.19. Members of executive management of Veloxis Pharmaceuticals A/S held 84.8 million warrants at an average strike price of DKK 1.32, while other current and former employees held 93.8 million warrants at an average strike price of DKK 1.39. Out of these warrants, those held by the Board of Directors and executive management of Veloxis Pharmaceuticals A/S will receive DKK 338.2 million in aggregate based on excess of their respective offer price of DKK 4.45 over their respective strike price. Out of the warrants of June 30, 2019, those held by current and former employees of Veloxis Pharmaceuticals will receive excess of their respective offer price of DKK 6 over their respective strike price, equivalent to approximately DKK 432 million.
The deal value amount will be funded by cash on hand, bank loans etc. If Asahi Kasei Corporation (parent of Asahi Kasei Pharma Denmark A/S) acquires more than 90% of Veloxis Pharmaceuticals’ total ordinary shares and voting rights, Asahi Kasei Corporation aims to make Veloxis Pharmaceuticals a wholly-owned subsidiary, in accordance with the Danish Companies Act. If, after the completion of the offer, Asahi Kasei has acquired more than 90% of the Shares at that time outstanding and of the voting rights in Veloxis, Asahi Kasei expects, and reserves the right, but shall not be obliged to initiate and complete a compulsory acquisition of the shares held by the remaining Shareholders. Asahi Kasei intends to apply for a termination of trading and delisting of all shares from Nasdaq Copenhagen as soon as possible, which is expected to happen when a compulsory acquisition is initiated.
Asahi Kasei Pharma Denmark A/S will actively support the management team of Veloxis Pharmaceuticals A/S. The U.S. operation of Veloxis Pharmaceuticals will continue to operate and Craig Collard, Chief Executive Officer of Veloxis Pharmaceuticals will continue to run that organization. Jobs for the management and employees of Veloxis and its subsidiaries will be maintained and continued on substantially the same terms (other than terms in relation to incentive bonuses and warrants that are discharged in accordance with their terms as part of or subsequent to the completion of the offer).
The closing of the acquisition is subject to the satisfaction of customary closing conditions including antitrust clearances and approvals by relevant regulatory authorities. The completion of the tender offer is also subject to minimum acceptance representing 80% or more of the number of the total ordinary shares and voting rights of Veloxis Pharmaceuticals A/S (calculated on a fully-diluted basis). Lundbeckfond Invest A/S, Novo Holdings A/S, as well as the Board of Directors of Veloxis Pharmaceuticals A/S, the executive management of Veloxis Pharmaceuticals A/S including Craig Collard and Ira Duarte and the management of Veloxis Pharmaceuticals Inc. have signed irrevocable undertakings, subject to customary conditions, in support of the tender offer. The acquisition has been approved by the Boards of Directors of Asahi Kasei Corporation and Veloxis Pharmaceuticals A/S respectively. The Boards of Directors of Veloxis Pharmaceuticals has unanimously decided that it will recommend that the shareholders of Veloxis Pharmaceuticals to accept the offer. The tender offer is expected to commence as soon as the tender offer document is approved by the Denmark Financial Supervisory Authority. As of December 17, 2019, Asahi Kasei Pharma Denmark received acceptances from shareholders and warrant holders to meet minimum acceptance condition. As of January 9, 2020, the transaction has been approved by the competition authorities and all conditions of the offer are expected to be satisfied upon or prior to expiry of the offer period. The expected commencement of the tender offer is within December 2019. The offer is open for acceptance from December 12, 2019 until January 14, 2020. Settlement of the offer is expected to occur on a trading day no later than four business days after the Asahi Kasei’s announcement of the final result of the offer, which is expected to be on January 23, 2020.
Guggenheim Securities, LLC and Goldman Sachs Japan Co., Ltd. acted as financial advisors to Asahi Kasei Corporation. MTS Securities, LLC acted as fairness opinion provider, MTS Health Partners, L.P. acted as financial advisor and Plesner Advokatpartnerselskab and Allen Bachman, Francesco Carloni, Todd Gibson, Steven Hill, Michael Hinckle, David Lindsay, Ali Nardali, Margaret Rosenfeld, Mikal Shaikh, Lisa Stark, Jennifer Thiem and Amy Wallace of K&L Gates LLP acted as legal advisors to Veloxis Pharmaceuticals A/S. Steen Jensen of Bech-Bruun Dragsted and Morgan, Lewis & Bockius LLP acted as legal advisors for Asahi Kasei Pharma Denmark. Danske Bank A/S acted as settlement Bank in the transaction. Nigel Stacy of Gibson, Dunn & Crutcher acted as legal advisor to MTS Health Partners, L.P.
Asahi Kasei Pharma Denmark A/S completed the acquisition of Veloxis Pharmaceuticals A/S (CPSE:VELO) from Novo Holdings A/S, Lundbeckfond Invest A/S, Board of Directors of Veloxis Pharmaceuticals, Executive Management of Veloxis Pharmaceuticals including Craig Collard and Ira Duarte, Carsten Nielsen and others on January 14, 2020. Asahi Kasei Pharma Denmark now owns 88.48% stake and will acquire the remaining stake in Veloxis Pharmaceuticals since the number of accepted shares exceeded the minimum number of accepted shares. Asahi Kasei Pharma Denmark aims to make Veloxis Pharmaceuticals a wholly-owned subsidiary, in accordance with the Danish Companies Act. In addition, Asahi Kasei Pharma Denmark will request an extraordinary general meeting at which it will propose that a new Board of Directors be appointed. As of January 15, 2020, all conditions have been fulfilled. Asahi Kasei Pharma Denmark decided to request Nasdaq Copenhagen A/S to have Veloxis' shares removed from trading and official listing at Nasdaq Copenhagen. Provided that Nasdaq Copenhagen accepts the request, the delisting will be completed as soon as possible. The last day of trading is expected to be Monday, February 24, 2020, being the last business day within the four-week compulsory acquisition period.
Veloxis Pharmaceuticals A/S is a Denmark-based commercial-stage specialty pharmaceutical Company. The Companyâs product Envarsus XR (tacrolimus extended-release tablets) is a prescription medicine used with other medicines to help prevent organ rejection in people who have had a kidney transplant. It is based upon the Companyâs patented delivery technology, MeltDose, which is designed to enhance the absorption and bioavailability of select orally administered drugs. The Company operates in the United States through its subsidiary, Veloxis Pharmaceuticals Inc.
Asahi Kasei Pharma Denmark A/S completed the acquisition of Veloxis Pharmaceuticals A/S from Novo Holdings A/S, Lundbeckfond Invest A/S, Board of Directors of Veloxis Pharmaceuticals, Executive Management of Veloxis Pharmaceuticals including Craig Collard and Ira Duarte, Carsten Nielsen and others.