- Alvotech is a leading pure play biosimilar platform focused on
the development and manufacture of high-quality biosimilar
medicines for global markets. Biosimilars are therapeutic
equivalents to biologics, a rapidly growing category of highly
efficacious medicines
- Transaction will enable further investment in the Alvotech
platform and portfolio, accelerating the Company’s mission of
bringing cost-effective biosimilars to patients in all major
markets around the globe
- Combined company to have an implied initial enterprise value of
approximately $2.25 billion and the transaction is expected to
deliver gross proceeds in excess of $450 million to Alvotech
(assuming no redemptions) to fund its growth trajectory
- Top-tier investors, including Suvretta Capital, Athos (the
Strüngmann Family Office), CVC Capital Partners, Temasek, Farallon
Capital Management, Sculptor Capital Management, and premier
Icelandic investors including Arctica Finance, Arion Bank, and
Landsbankinn, are anchoring an oversubscribed ~$150 million common
equity PIPE at a $10.00 per share entry price
- All existing Alvotech investors are rolling 100% of their
equity and existing shareholders have committed an additional $50
million investment in conjunction with the transaction that will
fund prior to the end of 2021
Alvotech Holdings S.A. (“Alvotech”), a leading global
biopharmaceutical company focused solely on the development and
manufacture of biosimilar medicines for patients worldwide, and
Oaktree Acquisition Corp. II (NYSE: OACB.U, OACB, OACB WS), a
special purpose acquisition company sponsored by an affiliate of
Oaktree Capital Management, L.P. (“Oaktree”), announced today that
they have entered into a definitive merger agreement. Upon
completion of the transaction, the combined company’s securities
are expected to be traded on NASDAQ under the symbol “ALVO.”
Company Overview
Alvotech, founded in 2013 in Reykjavik, Iceland, is a vertically
integrated platform company focused exclusively on developing and
manufacturing biosimilar medicines for the global market. Alvotech
has a world class management team of proven and highly experienced
pharmaceuticals executives with deep expertise in biologics and
biosimilars, led by a visionary founder, Robert Wessman, who has a
track record of building global biopharmaceutical companies.
Alvotech is dedicated to transforming patients’ lives by
improving access to affordable biosimilar medicines and enhancing
the sustainability of healthcare systems. A biosimilar medicine,
offered at lower costs, is a biological product that is highly
similar to and has no clinically meaningful difference from an
existing approved biologic. Biologics are large complex molecules
that have become the standard of care for many difficult-to-treat
conditions. The global markets for biologic and biosimilar
medicines have been rapidly growing over the last decade and are
forecasted to grow at a 10%+ CAGR, reaching approximately $555
billion and approximately $80 billion by 2026, respectively1. By
establishing the critical infrastructure needed to navigate the
complexities inherent in developing biosimilar medicines at a
global scale, Alvotech is uniquely positioned to succeed in the
rapidly growing biosimilars market and to enable the global
healthcare system to reduce the high cost of biologic
medicines.
Alvotech aims to become a leading supplier of biosimilar
medicines in all major markets around the world. To accomplish this
objective, Alvotech has built a distinctive and comprehensive
platform for developing and manufacturing biosimilars at scale over
the past nine years with approximately $1 billion invested into the
business to build critical elements of product development,
including cell line development, process development and
characterization, in addition to manufacturing, clinical
development and conducting regulatory affairs, in-house to ensure
the highest standards of product quality.
Alvotech currently has seven products in its pipeline across
multiple therapeutic areas. Alvotech’s pipeline addresses
originator products treating a diverse set of conditions across
autoimmunity, ophthalmology, osteoporosis, and oncology, with total
estimated peak originator sales of more than $80 billion
combined.
Alvotech's most advanced product is AVT02, the company’s
biosimilar candidate to Humira®. Humira is the world’s top selling
pharmaceutical product with over $20 billion in global revenue in
2020. Alvotech was the first company to both file with the FDA for
approval of its high-concentration adalimumab product and to have
successfully conducted a switching study in support of an FDA
designation of interchangeability. Alvotech’s other differentiated
pipeline programs include biosimilar candidates to Stelara®
(ustekinumab), Eylea® (aflibercept), Prolia®/Xgeva® (denosumab) and
Simponi®/Simponi ARIA® (golimumab). In addition to its existing
pipeline, Alvotech is also constantly evaluating new pipeline
programs, both internally and through business development.
In order to give its products global reach, Alvotech has formed
strategic commercialization partnerships covering 60+ countries
with leading pharmaceutical companies. Alvotech’s partners,
including Teva in the US and Stada in the EU, have licensed
products in exchange for milestone payments and royalties. As of
June 30, 2021, Alvotech had received license fee commitments of up
to $1.15 billion under these partnerships, approximately 80% of
which are still to be collected.
Management Comments
“We are delighted with this business combination and the
long-term opportunities it will unlock for Alvotech,” said Robert
Wessman, Chairman and founder of Alvotech. “Through this important
milestone, we believe that we are perfectly positioned to rapidly
scale our portfolio with a like-minded partner who understands the
intricacies of our business and our industry.”
Howard Marks, Co-Chair of Oaktree, added, “Oaktree Acquisition
Corp.’s strategy is guided by the same principles that are core to
Oaktree’s broader investment philosophy, with a focus on long-term
partnership and value creation. The Oaktree Acquisition Corp.
franchise was formed to identify and partner with high-quality,
growing companies that are making pivotal strides in their
respective industries, and Alvotech is a clear fit with its
meaningful contributions to sustainability within the healthcare
ecosystem.”
“Alvotech has built a highly attractive platform with a
long-term view to lead the biosimilars market,” said Zaid Pardesi,
Managing Director at Oaktree and CFO & Head of M&A of
Oaktree Acquisition Corp II. “The Company’s diverse pipeline and
unique capabilities, in combination with its world-class
distribution partners, set the stage for meaningful value creation
and accelerated growth going forward.”
Mark Levick, CEO of Alvotech, added, “Alvotech is in a unique
position to impact the global healthcare ecosystem in a positive
way and transform patient’s lives. Biosimilar medicines can
increase access for patients whilst lowering cost for healthcare
systems, and that helps to align our mission with all of our
stakeholders. We believe this transaction will accelerate our
ability to achieve our vision, and we could not be more excited
about what the future holds for Alvotech.”
Key Transaction Terms
The business combination is expected to deliver gross proceeds
to Alvotech in excess of $450 million (assuming no redemptions).
This includes cash proceeds of approximately $250 million from
Oaktree Acquisition Corp. II’s trust account (assuming no
redemptions); in excess of $150 million from private placement
(PIPE) investors (the “PIPE Transaction”), including among others,
funds managed by Suvretta Capital, Athos (the Strüngmann Family
Office), CVC Capital Partners, Temasek, Farallon Capital
Management, Sculptor Capital Management and premier Icelandic
investors including Arctica Finance, Arion Bank, and Landsbankinn;
and a $50 million equity commitment from existing shareholders to
be funded prior to the end of 2021. The combined company will have
an implied initial enterprise value of approximately $2.25 billion
and will be well-positioned to continue investing in the growth of
its biosimilar pipeline.
As part of the transaction, Alvotech’s existing equity holders
have committed to roll 100% of their equity into the combined
company. Leading existing institutional backers of Alvotech,
including among others, Aztiq Pharma Partners, led by founder and
Chairman Mr. Robert Wessman, Alvogen with CVC Capital Partners and
Temasek as lead investors, Fuji Pharma from Japan, YAS Holdings
from Abu Dhabi, Shinhan from Korea, Baxter Healthcare SA from the
US, and Athos (the Strüngmann Family Office) from Germany intend to
roll 100% of their shares into the combined company. Assuming no
public shareholders of Oaktree Acquisition Corp. II exercise their
redemption rights, current Alvotech equity holders will own
approximately 80%, Oaktree Acquisition Corp. II shareholders will
own approximately 11%, and PIPE investors will own approximately 7%
of the issued and outstanding ordinary shares, respectively, of the
combined company at closing.
The transaction also includes earn-out provisions tied to the
trading price of the combined company’s shares, reflecting an
alignment of interest with shareholders. Oaktree Acquisition Corp.
II’s sponsor is deferring 1.25 million founder shares into an
earn-out at share price hurdles of $12.50 and $15.00. The
transaction also includes an earn-out to existing shareholders of
Alvotech, consisting of 38.3 million shares, which will vest evenly
at share price hurdles of $15.00 and $20.00.
The transaction, which has been unanimously approved by the
boards of directors of each Alvotech and Oaktree Acquisition Corp.
II, is subject to, among other customary closing conditions,
approval by shareholders of Oaktree Acquisition Corp. II, and
shareholders of Alvotech, with the holders of a majority of the
votes required to approve the transaction having provided
commitments to approve the transaction. The transaction is expected
to close in the first half of 2022.
A more detailed description of the transaction terms and a copy
of the Business Combination Agreement will be included in a current
report on Form 8-K to be filed by Oaktree Acquisition Corp. II with
the United States Securities and Exchange Commission (the “SEC”).
Oaktree Acquisition Corp. II will file a registration statement
(which will contain a proxy statement/ prospectus) with the SEC in
connection with the transaction.
Advisors
Morgan Stanley & Co. LLC and Credit Suisse served as
financial advisors to Alvotech. Deutsche Bank Securities served as
financial advisor and capital markets advisor to Oaktree
Acquisition Corp. II. Deutsche Bank Securities and Morgan Stanley
& Co. LLC served as lead private placement agents, and
Citigroup Global Markets Inc. and Credit Suisse also served as
private placement agents, for Oaktree Acquisition Corp. II in
connection with the PIPE Transaction. Cooley (UK) LLP served as
lead legal counsel to Alvotech. Kirkland and Ellis LLP and King
& Spalding served as legal counsel to Oaktree Acquisition Corp.
II. Shearman & Sterling LLP served as legal counsel to the
placement agents.
Management Presentation
A presentation made by the management teams each of Alvotech and
Oaktree Acquisition Corp. II regarding the transaction will be
available on the websites of Oaktree Acquisition Corp. II at
https://www.oaktreeacquisitioncorp.com/news and Alvotech at
https://www.alvotech.com/newsroom. Oaktree Acquisition Corp. II
will also file the presentation and transcript of related remarks
with the SEC as an exhibit to a Current Report on Form 8-K, which
can be viewed on the SEC’s website at www.sec.gov.
About Alvotech
Alvotech is a biopharmaceutical company focused solely on the
development and manufacture of biosimilar medicines for patients
worldwide. Alvotech seeks to be a global leader in the biosimilar
space by delivering high quality, cost-effective products and
services, enabled by a fully integrated approach and broad in-house
capabilities. Alvotech’s current pipeline contains seven biosimilar
candidates aimed at treating autoimmune disorders, eye disorders,
osteoporosis, and cancer.
For more information, please visit www.alvotech.com.
About Oaktree Acquisition Corp. II
The Oaktree Acquisition Corp. franchise was formed to partner
with high-quality, growing companies to facilitate their successful
entry to the public markets. By leveraging the deep capabilities
and experience of its sponsor, an affiliate of Oaktree, which
manages $158 billion in assets under management as of September 30,
2021, Oaktree Acquisition Corp. seeks to provide best-in-class
resources and execution, coupled with a focus on long-term
partnership and shareholder value creation. For more information
about Oaktree Acquisition Corp. II, please visit
www.oaktreeacquisitioncorp.com.
About Oaktree Life Sciences Lending
Oaktree’s Life Sciences Lending strategy focuses on the broad
spectrum of life sciences, with a particular focus on companies
within complex and high-growth sub-sectors, like biotechnology and
medical devices, that are increasingly driving innovation and
disruption. The strategy provides non-dilutive financing to help
these companies unlock value and create the next generation of
life-saving treatments.
Additional Information and Where to Find It
In connection with the proposed business combination, Oaktree
Acquisition Corp. II and Alvotech intend to file with the SEC a
Registration Statement on Form F-4 containing a preliminary proxy
statement of Oaktree Acquisition Corp. II and a preliminary
prospectus of the combined company, and after the Registration
Statement is declared effective, Oaktree Acquisition Corp. II will
mail a definitive proxy statement/prospectus related to the
proposed business combination to its shareholders. This press
release does not contain all the information that should be
considered concerning the proposed business combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the proposed business combination. Oaktree
Acquisition Corp. II’s shareholders and other interested persons
are advised to read, when available, the preliminary proxy
statement/prospectus and the amendments thereto and the definitive
proxy statement/prospectus and other documents filed in connection
with the proposed business combination, as these materials will
contain important information about Alvotech, Oaktree Acquisition
Corp. II and the proposed business combination. When available, the
definitive proxy statement/prospectus and other relevant materials
for the proposed business combination will be mailed to
shareholders of Oaktree Acquisition Corp. II as of a record date to
be established for voting on the proposed business combination.
Shareholders of Oaktree Acquisition Corp. II will also be able to
obtain copies of the preliminary proxy statement/prospectus, the
definitive proxy statement/prospectus and other documents filed
with the SEC, without charge, once available, at the SEC’s website
at www.sec.gov, or by directing a written request to: Oaktree
Acquisition Corp. II, 333 South Grand Avenue, 28th Floor, Los
Angeles, California.
Participants in the Solicitation
Oaktree Acquisition Corp. II and its directors and executive
officers may be deemed participants in the solicitation of proxies
from Oaktree Acquisition Corp. II’s shareholders with respect to
the proposed business combination. A list of the names of those
directors and executive officers and a description of their
interests in Oaktree Acquisition Corp. II is contained in Oaktree
Acquisition Corp. II’s annual report on Form 10-K/A for the fiscal
year ended December 31, 2020 (as amended May 19, 2021), which was
filed with the SEC and is available free of charge at the SEC’s web
site at www.sec.gov, or by directing a written request to Oaktree
Acquisition Corp. II, 333 South Grand Avenue, 28th Floor, Los
Angeles, California. Additional information regarding the interests
of such participants will be contained in the proxy
statement/prospectus for the proposed business combination when
available.
Alvotech and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from the
shareholders of Oaktree Acquisition Corp. II in connection with the
proposed business combination. A list of the names of such
directors and executive officers and information regarding their
interests in the proposed business combination will be included in
the proxy statement/prospectus for the proposed business
combination when available.
Forward-Looking Statements
Certain statements in this press release may be considered
“forward-looking statements.” Forward-looking statements generally
relate to future events or Oaktree Acquisition Corp. II’s or
Alvotech’s future financial operating performance. For example, the
Alvotech’s expectations regarding future growth, results of
operations, performance, future capital and other expenditures
including the development of critical infrastructure for the global
healthcare markets, competitive advantages, business prospects and
opportunities including pipeline product development, future plans
and intentions, results, level of activities, performance, goals or
achievements or other future events In some cases, you can identify
forward-looking statements by terminology such as “may”, “should”,
“expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”,
“predict”, “potential” or “continue”, or the negatives of these
terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and
other factors which could cause actual results to differ materially
from those expressed or implied by such forward looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Oaktree
Acquisition Corp. II and its management, and Alvotech and its
management, as the case may be, are inherently uncertain and are
inherently subject to risks, variability and contingencies, many of
which are beyond Oaktree Acquisition Corp. II’s and Alvotech’s
control. Factors that may cause actual results to differ materially
from current expectations include, but are not limited to: (1) the
occurrence of any event, change or other circumstances that could
give rise to the termination of negotiations and any subsequent
definitive agreements with respect to the business combination; (2)
the outcome of any legal proceedings that may be instituted against
Oaktree Acquisition Corp. II, the combined company or others
following this announcement of the business combination and any
definitive agreements with respect thereto; (3) the inability to
complete the business combination due to the failure to obtain
approval of the shareholders of Oaktree Acquisition Corp. II, to
obtain financing to complete the business combination or to satisfy
other conditions to closing; (4) changes to the proposed structure
of the business combination that may be required or appropriate as
a result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the business combination; (5) the
ability to meet stock exchange listing standards following the
consummation of the business combination; (6) the risk that the
business combination disrupts current plans and operations of
Alvotech as a result of the announcement and consummation of the
business combination; (7) the ability to recognize the anticipated
benefits of the business combination, which may be affected by,
among other things, competition, the ability of the combined
company to grow and manage growth profitably, maintain key
relationships and retain its management and key employees; (8)
costs related to the business combination; (9) changes in
applicable laws or regulations; (10) the possibility that Alvotech
or the combined company may be adversely affected by other
economic, business, and/or competitive factors; (11) Alvotech’s
estimates of expenses and profitability; and (12) other risks and
uncertainties set forth in the section entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in Oaktree
Acquisition Corp. II’s Annual Report on Form 10-K/A for the fiscal
year ended December 31, 2020 (as amended May 19, 2021) or in other
documents filed by Oaktree Acquisition Corp. II with the SEC. There
may be additional risks that neither Oaktree Acquisition Corp. II
nor Alvotech presently know or that Oaktree Acquisition Corp. II
and Alvotech currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. Nothing in this press release should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking
statements, which speak only as of the date they are made. Neither
Oaktree Acquisition Corp. II nor Alvotech undertakes any duty to
update these forward-looking statements or to inform the recipient
of any matters of which any of them becomes aware of which may
affect any matter referred to in this press release. Alvotech and
Oaktree Acquisition Corp. II disclaim any and all liability for any
loss or damage (whether foreseeable or not) suffered or incurred by
any person or entity as a result of anything contained or omitted
from this press release and such liability is expressly disclaimed.
The recipient agrees that it shall not seek to sue or otherwise
hold Alvotech, Oaktree Acquisition Corp. II or any of their
respective directors, officers, employees, affiliates, agents,
advisors or representatives liable in any respect for the provision
of this press release, the information contained in this press
release, or the omission of any information from this press
release.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
the securities of Oaktree Acquisition Corp. II, Alvotech or the
combined company, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
________________________ 1 Biologic market size per Evaluate
Pharma; biosimilar market size per Frost & Sullivan.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211207005559/en/
Alvotech Investor Relations Stephanie Carrington
ICR Westwicke Stephanie.Carrington@westwicke.com (646) 277-1282
Media Relations Sean Leous ICR Westwicke
Sean.Leous@westwicke.com (646) 866-4012 Oaktree Acquisition
Corp. II Investor Relations
info@oaktreeacquisitioncorp.com Media Relations
mediainquiries@oaktreecapital.com
Oaktree Acquisition Corp... (NYSE:OACB.U)
Historical Stock Chart
From Apr 2024 to May 2024
Oaktree Acquisition Corp... (NYSE:OACB.U)
Historical Stock Chart
From May 2023 to May 2024