Full Press Release Details
by the Board of Directors of Calliditas Therapeutics AB (publ) in relation to the public offer by Asahi Kasei Corporation
The Board of Directors of Calliditas Therapeutics
AB (publ) unanimously recommends that the shareholders and holders of American Depositary Shares ("ADS") of Calliditas
Therapeutics AB (publ) (jointly the "Securityholders") accept the public tender offer by Asahi Kasei Corporation.
This statement is made by the Board of Directors (the "Board") of Calliditas Therapeutics AB (publ) ("Calliditas"
or the "Company") pursuant to section II.19 of the Nasdaq Stockholm takeover rules ("Section II.19")
and Regulation 14D under the Securities Exchange Act of 1934, as amended (together with Section II.19, the "Takeover Rules").
Asahi Kasei Corporation ("Asahi Kasei"
or the "Offeror"), today announced a public cash offer to acquire all shares in Calliditas (the "Shares")
for SEK 208 in cash per Share (the "Offer"). The Offer will also include a concurrent offer by the Offeror to acquire
all American Depositary Shares, each representing two Shares in Calliditas, for SEK 416 in cash per ADS, which will be conducted pursuant
to the securities rules of the United States. The total value of the Offer corresponds to SEK 11,164 million.1
represents a premium of:
The acceptance period of the Offer is expected
to commence on or around July 18, 2024 and expire on or around August 30, 2024, subject to any extensions.
Based on 53,672,069 Shares, being all 59,580,087 issued shares less the 5,908,018 shares held in treasury by Calliditas at the time of
the announcement of the Offer. This also includes shares represented by ADS at the time of the announcement of the Offer.
Based on the USD/SEK exchange rate published by Sveriges Riksbank on May 27, 2024 of 10.64281.
of the Offer is conditional upon customary conditions including, amongst other things, Asahi Kasei becoming the owner of more than 90
per cent of the Shares in Calliditas (on a fully diluted basis) and receipt of all necessary regulatory, governmental or similar clearances,
approvals and decisions, including from competition authorities and agencies screening foreign direct investments, in each case on terms
that, in the Offeror's opinion, are acceptable. Asahi Kasei has reserved the right to waive, in whole or in part, these and other
conditions for completion of the Offer. Asahi Kasei has also reserved the right to shorten the acceptance period and set an earlier settlement
date as well as to extend the acceptance period and to postpone the settlement date, as may be permissible under applicable laws and
regulations. Please refer to the Offeror's press release regarding the Offer for further information.
At the written request of the Offeror, the Board
has permitted the Offeror to carry out a due diligence review of Calliditas in relation to the preparation of the Offer. In connection
with such review, Asahi Kasei has received certain information concerning the Company's financial performance for the period up
to and ended March 31, 2024 as well as a trading update for the period until May 23, 2024. This information was subsequently included
in the Company's quarterly report for the first quarter of 2024, which was released on May 23, 2024. Except as set out above, Asahi
Kasei has not received any inside information in connection with its due diligence review.
Partners, Linc AB (publ) and Stiftelsen Industrifonden, the three largest Securityholders of Calliditas together with other large Securityholders,
whose combined interest in the Company represents approximately 44.65 per cent3 of the total number of shares,
have entered into undertakings with the Offeror to accept the Offer, subject to certain conditions (the "Irrevocable Undertakings").
Please refer to the Offeror's press release regarding the Offer for more information about the Irrevocable Undertakings.
("Lazard") is acting as financial advisor to Calliditas and Advokatfirman Vinge KB (Swedish counsel) and DLA Piper
LLP (US) (international counsel) are legal advisors to Calliditas in connection with the Offer.
Lazard has, in its capacity as financial advisor,
provided an opinion to the Board in connection with the Offer that, as of May 27, 2024, based upon and subject to the factors, limitations
and assumptions set forth therein, the consideration in SEK to be paid in connection with the Offer to the Securityholders of Calliditas
is fair from a financial point of view to the Securityholders of Calliditas, which was prepared in reliance on certain information as
provided in the opinion. The full text of the written opinion, which sets forth assumptions made, procedures followed, matters considered
and limitations on the review undertaken in connection with the opinion, is attached to this statement. Lazard provided its view on fairness,
from a financial point of view, and advice solely for the information and assistance of the Board in connection with its consideration
of the Offer and not to the Securityholders of Calliditas. Lazard's opinion is not a recommendation as to whether any Securityholder
of Calliditas should tender their shares or ADS in connection with the Offer or any other matter related thereto. Lazard's total
fee as financial advisor is contingent on the size of the Offer consideration and whether the Offer is completed. Lazard will receive
a fixed fee for providing this opinion, which is payable upon delivery of this opinion and creditable against Lazard's total fee.
3 The ownership percentage set
out is calculated based on 53,672,069 shares in Calliditas, being all 59,580,087 issued shares less the 5,908,018 shares held in
treasury by Calliditas at the time of the announcement of the Offer. This also includes the shares that are represented by ADS at
the time of the announcement of the Offer.
evaluation of the Offer must be made in respect of the Company's present market position and the future opportunities available,
as well as the risks and uncertainties associated with the Company's future developments and strategy. In that respect, the Board
has taken a number of factors into account which it has deemed relevant to the evaluation of the Offer. In addition to the aforementioned
factors, these include, but are not limited to, the Company's present strategic and market position and its potential future development
and the thereto related opportunities and risks. The Board has considered valuation methods normally used to evaluate public
offers for listed companies, including how the Offer values Calliditas in relation to comparable listed companies and comparable transactions,
bid premiums in previous public takeover offers, the stock market's expectations regarding the Company's prospects and the
Board's view of the Company's value based on its expected future cash flows.
opinion, the combination of the Offeror and Calliditas will leverage and complement the Offeror's product offerings as well
as its ability and expertise in rare disease drug development and commercialization. With Asahi Kasei as its new strategic owner, the
Company aims to realize the benefits of being part of a larger platform and the potential opportunity to accelerate the Company's
revenue growth trajectory as well as pipeline development.
The proposed transaction highlights the shared
commitment of the Offeror and Calliditas in addressing the significant unmet medical need in IgA nephropathy with the continued focused
development of this first to market product in IgAN.
The Board notes that the Offer implies a premium
of approximately 83 per cent compared to the closing price of SEK 113.6 for the Calliditas Shares on Nasdaq Stockholm on May 27, 2024
and a premium of approximately 83 per cent compared to the volume weighted average price for the Calliditas Shares on Nasdaq Stockholm
during the last 30 trading days prior to announcement of the Offer. Likewise, the Offer implies a premium of approximately 74 per cent
compared to the closing price of USD 22.42 for the Calliditas ADS on the Nasdaq Global Select Market on May 24, 2024 and a premium of
approximately 91 per cent compared to the volume weighted average price for the Calliditas ADS on the Nasdaq Global Select Market during
the last 30 trading days prior to announcement of the Offer.
its evaluation of the Offer, the Board has also taken into account the Irrevocable Undertakings from the Company's three largest
Securityholders together with other large Securityholders, whose interest together represents approximately 44.65 per cent4
of the total number of shares in Calliditas.
has, as part of its process to evaluate the Offer and in line with its fiduciary duties, investigated other opportunities in light of
the approach by the Offeror. The Board has been in contact with other potential bidders in order to evaluate a superior offer.
also notes that the Offer is not subject to any financing condition and the Offer is financed by Asahi Kasei's cash on hand.
this assessment, the Board believes that the terms of the Offer reflect the Company's present position and growth prospects, including
the risks and uncertainties associated with those prospects.
percentage set out is calculated based on 53,672,069 shares, being all 59,580,087 issued shares less the 5,908,018 shares held in treasury
by Calliditas at the time of the announcement of the Offer. This also includes the shares that are represented by ADS at the time of
the announcement of the Offer.
this basis, the Board unanimously recommends that the Securityholders of Calliditas accept the Offer.
Takeover Rules, the Board is required, on the basis of the Offeror's statements in the announcement of the Offer, to make public
its opinion of the effects the implementation of the Offer may have on Calliditas, specifically employment, and its views on the Offeror's
strategic plans for the Company and the effect these may be expected to have on employment and the places where Calliditas conducts its
business. The Offeror has in this respect communicated:
"Asahi Kasei recognizes the exceptional
capabilities and skills of Calliditas' dedicated management and employees and looks forward to welcoming these individuals to Asahi
Kasei. Further, Calliditas has infrastructure in a number of markets where Asahi Kasei currently has limited resources, including Sweden.
Asahi Kasei has not made any decisions involving any changes to Calliditas' business, the locations where Calliditas conducts its
business or Calliditas' management and employees, including their terms of employment. However, to realize efficiencies, the integration
of Asahi Kasei and Calliditas will likely entail some changes to the organization, operations and employees of the combined group. In
the period following the completion of the Offer and following careful review of the needs of the combined business, Asahi Kasei will
determine the optimal structure of the combined company to continue to deliver success in the future."
has no reason to question these statements regarding employment, the Offeror's strategic plans for Calliditas or the impact these
could be expected to have on employment and on the Company's business locations.