Recipharm : Statement by the Board of Directors of Recipharm regarding the public offer from Roar BidCo

The Board of Directors unanimously recommends the shareholders and holders of convertible bonds to accept the offer from Roar BidCo.

This statement is made by the board of directors of Recipharm AB (publ) ("Recipharm") pursuant to Rule II.19 of the Nasdaq Stockholm Takeover Rules (the "Takeover Rules").

The Offer

On 14 December 2020, EQT IX, through Roar BidCo AB (the "Offeror"), announced a public offer of SEK 220 per share to the shareholders of Recipharm after having submitted an indicative offer to the board of SEK 196 per share at an initial stage. Today, 28 January 2021, the Offeror announced that the price in the Offer is increased to SEK 232 for each share in Recipharm (the "Offer"). The holders of convertible bonds in Recipharm are, following the corresponding increase, offered to receive SEK 1,504,295 for each convertible with a nominal value of SEK 1,000,000 in the Offer. The Offeror has stated that the consideration in the Offer will not be increased.

Lars Backsell, the chairman of the board of Recipharm, and Thomas Eldered, member of the board and the CEO of Recipharm, are shareholders of Recipharm, and participate with EQT IX in the Offer. They have undertaken to contribute all of their shares in Recipharm to the Offeror upon completion of the Offer. Lars Backsell and Thomas Eldered currently indirectly hold shares representing in aggregate approximately 74.3 per cent of all votes and 25.7 per cent of the share capital in Recipharm.

Shareholders with a total of 18.40 per cent of the shares, including Första AP-Fonden, Fjärde AP-Fonden, AMF Försäkring & Fonder and Handelsbanken Fonder, have expressed their intention to accept the Offer.

The price per class B share in the Offer represents a premium of:

· approximately 31.2 per cent compared to the volume-weighted average trading price of SEK 176.87 on 11 December 2020 (the last day of trading prior to the announcement of the Offer on 14 December 2020);
· approximately 29.6 per cent compared to the closing share price on 11 December 2020;
· approximately 28.2 per cent compared to the highest closing share price recorded since the company's listing in 2014 and before the announcement of the Offer of SEK 181.00;
· approximately 42.6 per cent compared to the volume-weighted average trading price of SEK 162.70 during the last 30 trading days prior to the announcement of the Offer; and
· approximately 79.0 per cent compared to the volume-weighted average trading price of SEK 129.63 during the last 180 trading days prior to the announcement of the Offer.

The acceptance period for the Offer expires on 12 February 2021. The acceptance period may be extended. Completion of the Offer is conditional upon, among other things, receipt of the regulatory approvals required and the Offer being accepted to such extent that the Offeror becomes the owner of shares representing more than 90 per cent of the total number of outstanding shares in Recipharm on a fully diluted basis. The Offeror has reserved the right to waive one or more conditions, including to complete the Offer at a lower level of acceptance.

Completion of the Offer is further conditional upon the terms and conditions of Recipharm's convertible bonds being corrected so that the correct recalculation formula shall apply. On 14 December 2020, Recipharm announced that the company had initiated procedures to correct the error and on 11 January 2021 it issued a notice convening a meeting of the bondholders to obtain consent to correct the error (see separate press release). The bondholder meeting will be held on 3 February 2021.

For more information about the Offer, see www.eqtgroup.com/pe-bidpage1.

The board's process to evaluate the Offer

In evaluating the Offer, the board has considered a number of factors which the board considers relevant. These factors include, but are not limited to, Recipharm's current strategic and financial position, prevailing market conditions and operational opportunities and challenges, the company's expected future development and opportunities and risks related thereto, and valuation methods normally used to evaluate public offerings of listed companies, including how the Offer values Recipharm in relation to comparable listed companies and comparable transactions, bid premiums in previous public takeover offers on Nasdaq Stockholm, the stock market's expectations regarding the company and the board's view of the company's value based on its expected future dividends and cash flows.

Following a written request from the Offeror, the board has allowed the Offeror to conduct a limited confirmatory due diligence review in connection with the preparations for the Offer. No inside information has been exchanged in connection with the review.

In evaluating the Offer, the board has taken into account that Recipharm's largest owners and founders, Lars Backsell and Thomas Eldered, with a total of 25.7 per cent of the shares, participate in the Offer on the Offeror side. The Offeror's offer document states that Lars Backsell and Thomas Eldered through agreement are prohibited to, in any other way, accept any competing offer and to participate in any other bid consortium.

Lars Backsell and Thomas Eldered have, as a result of their participation on the Offeror side, not participated and will not participate in the board's handling of or decisions regarding the Offer. The board of directors has elected board member Anders G. Carlberg to chair the board's work in relation to the Offer.

The board has appointed Carnegie Investment Bank AB (publ) as financial advisor and Vinge as legal advisor in connection with the Offer. The board has also engaged Öhrlings PricewaterhouseCoopers AB ("PwC") to provide a fairness opinion regarding the Offer. The opinion is attached.

The board's assessment

Since the listing on Nasdaq Stockholm in 2014, Recipharm has demonstrated a good ability to deliver profitable growth and make value-creating acquisitions in accordance with the company's strategy. The company's mission is to be a world-leading provider of CDMO services. Since the listing, Recipharm's net sales have increased from SEK 2.1 billion in 2013 to SEK 11.1 billion in 2020. EBITDA[1] has increased from SEK 283 million to SEK 2,019 million during the same period. Recipharm's net debt amounted to SEK 8.9 billion as of 31 December 2020, which corresponded to a net debt ratio in relation to EBITDA of 4.4x. For further financial information regarding the financial year 2020, please refer to Recipharm's year-end report published today, 28 January 2021.

Consort Medical was acquired in February 2020 for the equivalent of approximately SEK 6.3 billion. Consort Medical had annual sales in 2018/2019 corresponding to approximately SEK 3.6 billion on a pro forma basis and adjusted EBITDA corresponding to SEK 587 million pro forma. The main objectives for the acquisition were, among other things, to add significant technology, intellectual property rights and knowledge to Recipharm's existing organization. The integration of Consort Medical is proceeding according to plan.

On 6 October 2020, Recipharm announced that it had entered into an agreement with Arcturus Therapeutics, a U.S. based clinical-stage messenger RNA medicines company focused on the development of infectious disease vaccines and significant opportunities within liver and respiratory rare diseases, in order to secure manufacturing slots to support the manufacture of ARCT-021, Arcturus' COVID-19 vaccine candidate that is in an ongoing phase 1/2 clinical trial.

On 30 December 2020, Recipharm and Moderna, a U.S. biotechnology company pioneering messenger RNA (mRNA) therapeutics and vaccines, announced that they had reached an agreement to support formulation and fill-finish as part of the Moderna COVID-19 vaccine supply outside of the U.S.

In a short period of time, Recipharm has successfully implemented operational adjustments, which include recruitment and restructuring of production to meet the demand that follows from the agreements entered into with Moderna and Arcturus Therapeutics regarding COVID-19 vaccines. Both agreements contain purchase commitments, which include a minimum compensation level for Recipharm. The actual demand in volumes may then vary significantly depending on, for example, the size of clinical studies and the quantities delivered of market-approved vaccines. Moderna's COVID-19 vaccine was approved in the EU by the European Commission on 6 January 2021 and the vaccine has started to be delivered to markets outside the U.S., for which Recipharm will manufacture part of Moderna's vaccine supply.

For further financial information regarding the integration of Consort Medical and the vaccine contracts in respect to COVID-19, please refer to Recipharm's year-end report for 2020.

The Offer values Recipharm at approximately SEK 23 billion.[2] The value of Recipharm has, in part explained by the bid premium in the offer, increased with approximately SEK 7 billion since the announcement of the first collaboration regarding manufacturing of COVID-19 vaccines with Arcturus Therapeutics on 6 October 2020 (when the share price implied a market value of Recipharm of approximately SEK 16 billion).[3]

The Offer represents a premium of approximately 31.2 per cent in relation to the average weighted share price of SEK 176.87 on 11 December 2020[[[4]]] and a premium of approximately 42.6 per cent in relation to the volume-weighted average price of SEK 162.70 paid during the last 30 days before the announcement of the Offer. The Offer also exceeds the target prices from all leading equity analysts prior to the announcement of the Offer, as well as the consensus target price of SEK 173.0[5] per share.

The board's recommendation

The board has evaluated the potential of Recipharm's underlying operations and its expected development, as well as various possible outcomes regarding the manufacture of the vaccine against COVID-19 and any new business as a result of this. The company currently has orders and purchase commitments for 2021 corresponding to approximately SEK 350 million relating to COVID-19 vaccines. Any additional vaccine sales will have significantly higher margin than other injectables. There is still an uncertainty regarding total volume demand.

When the board values the weighted potential in relation to the consideration in the Offer, the board concludes that the shareholders through the Offer will be well compensated for the company's potential, also considering timing aspects and the various risks associated with fully implementing the company's business plan. In its fairness opinion, PwC considers that the Offer is fair from a financial perspective.

In light of this, the board has unanimously decided to recommend the shareholders in Recipharm to accept the Offer. For the same reasons, holders of convertible bonds in Recipharm are also recommended to accept the Offer.

Impact for Recipharm and its employees

Under the Takeover Rules, the board must present its view regarding the impact that the implementation of the Offer may have on Recipharm, particularly in terms of employment, and its opinion regarding the Offeror's strategic plans for the company and the anticipated effects such plans will have on employment and on the locations where Recipharm conducts its business. The Offeror makes the following statement in the offer document relating to the Offer:

"Roar BidCo places great value on Recipharm's management and employees. Roar BidCo's plans for the future business and general strategy do not currently include any material changes with regard to Recipharm's operational sites, its management and employees, including their terms of employment. Furthermore, there are no employees in Roar BidCo, implying that the Offer will not entail any changes for the management and employees in Roar BidCo."

The board assumes that this description by the Offeror is correct and has in relevant respects no reason to take a different view.

__________

This statement shall in all respects be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this statement shall be settled exclusively by Swedish courts.

Stockholm, 28 January 2021
Recipharm AB (publ)
The Board of Directors

For further information, please contact:
Anders G. Carlberg, chairman of the independent board of Recipharm
By phone: [phone]

This information is that Recipharm AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above on 28 January 2021 at 08:00 CET.

About Recipharm
Recipharm is a leading Contract Development and Manufacturing Organisation (CDMO) in the pharmaceutical industry employing almost 9,000 employees. Recipharm offers manufacturing services of pharmaceuticals in various dosage forms, production of clinical trial material and APIs, pharmaceutical product development and development and manufacturing of medical devices. Recipharm manufactures several hundred different products to customers ranging from big pharma to smaller research and development companies. Recipharm's annual turnover is approximately SEK 11 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.

For more information on Recipharm and our services, please visit www.recipharm.com 

 

To the Board of Directors of                                                                                            

Recipharm AB (publ)
Box 603
101 32 Stockholm

January 28, 2021

To the Board of Directors of Recipharm AB (publ)

On December 14, 2020, EQT IX ("EQT"), through Roar BidCo AB ("Roar BidCo"), announced a public tender offer to the shareholders of Recipharm AB ("Recipharm") to tender all their shares in Recipharm to Roar BidCo for SEK 220 per share and SEK 1,427,010 per convertible bond.

On January 28, 2021, EQT revised its public tender offer to the shareholders of Recipharm to tender all their shares in Recipharm to Roar BidCo for SEK 232 per share and SEK 1,504,295 per convertible bond (the "Offer").

The total value of the Offer, based on 75,009,013[6] shares not directly or indirectly held by Roar BidCo or its closely related parties, and all outstanding convertible bonds, amounts to approximately SEK 18,906 million. Based on 100,950,423 outstanding shares[7] and all outstanding convertible bonds, the implied equity value amounts to approximately SEK 24,925 million. Recipharm's shares are currently traded on Nasdaq Stockholm Mid Cap.

Öhrlings PricewaterhouseCoopers AB ("PwC", "we" or "us") has been assigned by the Board of Directors of Recipharm, in the capacity as an independent expert, to assess the fairness of the Offer from a financial perspective for the shareholders in Recipharm (our "Opinion").

Our independent assessment of the market value of the share capital in Recipharm has included market approach valuation based on comparable transactions, listed comparable companies and historical bid premiums. Our analysis has also included income approach value calculations based on various scenarios. We have gathered the information and performed the analysis deemed necessary and relevant for our assessment of the fairness of the Offer. 

As a basis for our assessment, we have reviewed, inter alia, the following information: 

a.
publicly available information about Recipharm such as:

· the annual report for 2019 and prior financial years, and
· quarterly reports up until the third quarter of 2020.

b. Recipharm's full year report for January-December 2020,
c. Recipharm's budget for 2021 and business plan between 2022 and 2023,
d. information retrieved through interviews with the management of Recipharm,
e. press releases issued in connection to the Offer,
f. financial analyst reports covering the Recipharm share,
g. publicly available information on the price and turnover of the Recipharm share,
h. information from financial databases, such as Capital IQ, Refinitiv Eikon and Mergermarket, and
i. other information available that PwC has deemed relevant for this fairness opinion.

Our Opinion is based on the financial, economic, market and other conditions, as well as the information provided to us, as at the date of this report. Changes in the circumstances mentioned may affect the assumptions that have formed the basis of our value assessment, and we do not assume any responsibility for updating, revising or confirming our Opinion.

We have relied upon the accuracy and the completeness, in all relevant aspects, of the information provided and otherwise made available to us by representatives of Recipharm.

We have not acted as a financial advisor to Recipharm in connection with the Offer. Our fee for this assignment is not dependent on a decision of the completion of the transaction.

This Opinion is addressed to the Board of Directors of Recipharm for the purpose of serving as a basis for the current shareholders' standpoint regarding the Offer and we do not accept any responsibility for its use for other purposes than this.

Subject to the foregoing conditions and limitations, it is PwC's Opinion that the Offer as at this date, from a financial point of view, is fair to the owners of shares in Recipharm.

PwC

                                                                                      

                                                                                                

Jon Walberg                                                                      Stefan Torstensson

Partner                                                                             Director

 

[1] Profit before financial items, taxes, depreciation and amortization, adjusted for non-recurring items.

[2] Based on all outstanding 100,950,423 shares excluding any treasury shares held by Recipharm (assumed 165,260 shares of class B).

[3] Based on the closing price on 5 October 2020 of SEK 159.70 and 100,950,423 shares excluding any treasury shares held by Recipharm (assumed 165,260 shares of class B).

[4] The last trading day before the announcement of the Offer.

[5] Target prices are calculated as the median of seven equity analysts' individual recommended share prices, which stated SEK 163, 165, 170, 173, 176, 200 and 215 per share, respectively, and were collected by Recipharm in December 2020, after the publication of the interim report for the third quarter 2020 and before the announcement of the Offer.

[6] Excluding (i) treasury shares held by Recipharm (assumed 165,260 shares of class B), and (ii) 21,312,000 shares of class A and 4,629,410 shares of class B indirectly held by Lars Backsell and Thomas Eldered.

[7] Excluding treasury shares held by Recipharm (assumed 165,260 shares of class B).

Recipharm AB (publ)
Corporate identity number 556498-8425
Address Box 603, SE-101 32 Stockholm, Sweden, Telephone [phone]
www.recipharm.com

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