At the extraordinary general meeting held on 17 December 2007, Aspreva shareholders voted with a majority of over 99% to accept Galenica's purchase offer of USD 26 per share. The transaction will be completed on 3 January 2008, subject to approval of the decision by the responsible authorities, and satisfaction of the conditions for closing. With the integration of Aspreva into the Galenica Group, the companies will form a new, fullyintegrated specialty pharma group called Vifor Pharma within Galenica's Pharma business sector. To this end, the Pharma business sector has been restructured, and the Board of Directors of Galenica Ltd. has appointed two new members to the Corporate Executive Committee of Galenica.
Aspreva shareholders vote 99% in favour of Galenica's offer
On 18 October 2007, the Galenica Group entered into an agreement to acquire the Canadian pharmaceutical company Aspreva Pharmaceuticals Corporation. The purchase price offered is USD 26 per share. At an extraordinary general meeting on 17 December 2007, the Aspreva shareholders voted with a majority of 99% to accept Galenica's offer. The transaction now requires approval from the responsible Canadian authority, the Minister of Industry, under the Investment Canada Act, and also from the court of competent jurisdiction, the British Columbia Supreme Court. Should the responsible authorities approve the transaction, and should the remaining conditions for closing be satisfied or waived, the transaction is expected to close on 3 January 2008. It is also planned to delist Aspreva, whose shares are currently traded on the NASDAQ Global Select Market and on the Toronto Stock Exchange, as from 3 January 2008.
Vifor Pharma – the new, fully-integrated specialty pharma group
With the integration of Aspreva into the Galenica Group, the companies will form a new, fullyintegrated specialty pharma group called Vifor Pharma within Galenica's Pharma business sector. Vifor Pharma will focus on research, development and marketing of its own products on an international scale.
Its most important products include the preparations for the treatment of iron deficiency anaemia, Maltofer®, Venofer® and Ferinject®, the phosphate binder PA21, services for the medication CellCept (product against auto-immune diseases) as well as product ranges from the Consumer Health (OTC) area. Ferinject® is a new medicine from Vifor (International) for the intravenous treatment of iron deficiency and iron deficiency anaemia. The registration of Ferinject® was approved in 18 European countries in June 2007, and in Switzerland in November.
With the help of considerable research and development resources, Vifor Pharma will be developed into a growth area which will be supported by top-quality research, globally recognised products, and a comprehensive network of high-ranking opinion leaders.
New members of the Corporate Executive Committee of Galenica
As a result of the formation of the new Vifor Pharma, Galenica has restructured its Pharma business sector, and the Board of Directors of Galenica Ltd. has appointed two new members to the Corporate Executive Committee:
- Dr. Antony Coombs, future CEO of Vifor Pharma, responsible for the pharmaceutical business of the Galenica Group. He will take up his office at the start of February 2008.
- Noel Hall, co-founder of Aspreva, future Head of the Strategy Division of the Galenica Group.
Etienne Jornod, Chairman and CEO of the Board of Directors, will continue to head the Corporate Executive Committee of Galenica Ltd. The Corporate Executive Committee will comprise the two newly appointed members and the current members, Fritz Hirsbrunner, CFO and Head of the Financial and Corporate Services Division, Philippe Milliet, Head of the Health Division, Philippe Weigerstorfer, Head of the Corporate Development Division, and Gianni Zampieri, Head of Industrial Operations Vifor Pharma. The new organisation will come into effect on 1 January 2008.
Financial and legal advice
The total value of the offer amounts to around USD 915 million. The Royal Bank of Scotland plc has been mandated to solely arrange and fully underwrite the Acquisition Facilities. UBS Investment Bank acted as financial adviser to Galenica for this transaction. Merrill Lynch International provided Galenica upon request a second opinion about the transaction. Galenica's legal advisors are Kellerhals Hess and Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP.
Aspreva Pharmaceuticals is a globally active pharmaceutical company incorporated in Victoria (British Columbia, Canada) with branches in the USA, UK and Switzerland (Neuchatel). Aspreva Pharmaceuticals has specialised in identifying and developing new indication areas for existing drugs and marketing these new therapeutic applications after registration. The company was founded in 2001 and today employs a staff of around 90. Sales in 2006 came to USD 214.8 million. The shares of Aspreva Pharmaceuticals are traded on the NASDAQ Global Select Market (ASPV) and on the Toronto Stock Exchange (ASV).
Additional information on Aspreva Pharmaceuticals can be found at www.aspreva.com.
Aspreva shareholders vote 99% in favour of Galenica's offer
On 18 October 2007, the Galenica Group entered into an agreement to acquire the Canadian pharmaceutical company Aspreva Pharmaceuticals Corporation. The purchase price offered is USD 26 per share. At an extraordinary general meeting on 17 December 2007, the Aspreva shareholders voted with a majority of 99% to accept Galenica's offer. The transaction now requires approval from the responsible Canadian authority, the Minister of Industry, under the Investment Canada Act, and also from the court of competent jurisdiction, the British Columbia Supreme Court. Should the responsible authorities approve the transaction, and should the remaining conditions for closing be satisfied or waived, the transaction is expected to close on 3 January 2008. It is also planned to delist Aspreva, whose shares are currently traded on the NASDAQ Global Select Market and on the Toronto Stock Exchange, as from 3 January 2008.
Vifor Pharma – the new, fully-integrated specialty pharma group
With the integration of Aspreva into the Galenica Group, the companies will form a new, fullyintegrated specialty pharma group called Vifor Pharma within Galenica's Pharma business sector. Vifor Pharma will focus on research, development and marketing of its own products on an international scale.
Its most important products include the preparations for the treatment of iron deficiency anaemia, Maltofer®, Venofer® and Ferinject®, the phosphate binder PA21, services for the medication CellCept (product against auto-immune diseases) as well as product ranges from the Consumer Health (OTC) area. Ferinject® is a new medicine from Vifor (International) for the intravenous treatment of iron deficiency and iron deficiency anaemia. The registration of Ferinject® was approved in 18 European countries in June 2007, and in Switzerland in November.
With the help of considerable research and development resources, Vifor Pharma will be developed into a growth area which will be supported by top-quality research, globally recognised products, and a comprehensive network of high-ranking opinion leaders.
New members of the Corporate Executive Committee of Galenica
As a result of the formation of the new Vifor Pharma, Galenica has restructured its Pharma business sector, and the Board of Directors of Galenica Ltd. has appointed two new members to the Corporate Executive Committee:
- Dr. Antony Coombs, future CEO of Vifor Pharma, responsible for the pharmaceutical business of the Galenica Group. He will take up his office at the start of February 2008.
- Noel Hall, co-founder of Aspreva, future Head of the Strategy Division of the Galenica Group.
Etienne Jornod, Chairman and CEO of the Board of Directors, will continue to head the Corporate Executive Committee of Galenica Ltd. The Corporate Executive Committee will comprise the two newly appointed members and the current members, Fritz Hirsbrunner, CFO and Head of the Financial and Corporate Services Division, Philippe Milliet, Head of the Health Division, Philippe Weigerstorfer, Head of the Corporate Development Division, and Gianni Zampieri, Head of Industrial Operations Vifor Pharma. The new organisation will come into effect on 1 January 2008.
Financial and legal advice
The total value of the offer amounts to around USD 915 million. The Royal Bank of Scotland plc has been mandated to solely arrange and fully underwrite the Acquisition Facilities. UBS Investment Bank acted as financial adviser to Galenica for this transaction. Merrill Lynch International provided Galenica upon request a second opinion about the transaction. Galenica's legal advisors are Kellerhals Hess and Blake, Cassels & Graydon LLP and Skadden, Arps, Slate, Meagher & Flom LLP.
Aspreva Pharmaceuticals is a globally active pharmaceutical company incorporated in Victoria (British Columbia, Canada) with branches in the USA, UK and Switzerland (Neuchatel). Aspreva Pharmaceuticals has specialised in identifying and developing new indication areas for existing drugs and marketing these new therapeutic applications after registration. The company was founded in 2001 and today employs a staff of around 90. Sales in 2006 came to USD 214.8 million. The shares of Aspreva Pharmaceuticals are traded on the NASDAQ Global Select Market (ASPV) and on the Toronto Stock Exchange (ASV).
Additional information on Aspreva Pharmaceuticals can be found at www.aspreva.com.
