Statement by the Board of Directors of Swedish Orphan Biovitrum AB in relation to the public cash offer by Advent and GIC
The Board of Directors of Swedish Orphan Biovitrum AB unanimously recommends that the shareholders of Swedish Orphan Biovitrum AB accept the offer
Background
This statement is made by the Board of Directors (the ?Board?) of Swedish Orphan Biovitrum AB (publ) (?Sobi? or the ?Company?) pursuant to Section II.19 of Nasdaq Stockholm?s Takeover Rules (the ?Takeover Rules?).
Advent International Corporation[1]?(?Advent?) and Aurora Investment Pte Ltd ("Aurora")[2], an affiliate of GIC Pte Ltd (?GIC?), through Agnafit Bidco AB (?Agnafit Bidco?), have today announced a public cash offer to Sobi?s shareholders to transfer their shares in Sobi to Agnafit Bidco (the ?Offer?). Under the terms of the Offer, Agnafit Bidco is offering SEK 235 per Sobi share in cash (the ?Offer Price?), which values the issued share capital of Sobi at approximately SEK?69.4 billion.[3]?The Offer Price represents a premium of approximately:
- 34.5 per cent compared to the closing price of SEK?174.70 of the Sobi share on Nasdaq Stockholm on 25 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 including 25?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 including 25?August 2021.
[1]?Through AI Gemstone (Luxembourg) S.? r.l., a special purpose vehicle indirectly owned by certain private equity funds managed and/or advised by Advent International Corporation and its affiliates.
[2]?Aurora is a nominated investment vehicle of GIC Special Investments Pte Ltd, which is a subsidiary of GIC Pte Ltd.
[3]?Based on 295,144,629 outstanding shares in Sobi, i.e. excluding 8,670,882 shares held in treasury by Sobi.
----------
Fairness Opinion, Stockholm, 1 September 2021
The Board of Directors of Swedish Orphan Biovitrum AB ("Sobi") (the "Board") has requested Danske Bank A/S, Danmark, Sverige filial (?Danske Bank?) to perform an opinion as to the fairness, from a financial point of view, of the cash consideration of SEK 235 per share in Sobi, in accordance with the public takeover offer (the "Offer") from Advent International Corporation ("Advent")[1]?and Aurora Investment Pte Ltd ("Aurora")[2], an affiliate of GIC Pte Ltd ("GIC"), through Agnafit Bidco AB ("Agnafit Bidco")[3]?(the "Bidder"), which is expected to be announced on 2 September 2021. The offer document with full terms and conditions of the Offer is expected to be announced around 21 September 2021.
As a basis for this opinion, Danske Bank has,?inter alia, considered:
- 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.
[1]?Through AI Gemstone (Luxembourg) S.? r.l, a special purpose vehicle indirectly owned by certain private equity funds managed and/or advised by Advent International Corporation and its affiliates.
[2]?Aurora is a nominated investment vehicle of GIC Special Investments Pte Ltd, which is a subsidiary of GIC Pte Ltd.
[3]?A private limited liability company, pending name change from Goldcup 28580 AB and with corporate registration number 559328-4085, to be domiciled in Stockholm following registration of customary corporate amendments with the Swedish Companies Registration Office.
Swedish Orphan Biovitrum AB (publ)
Postal address SE-112 76 Stockholm, Sweden
Phone: 46 8 697 20 00?????www.sobi.com