MELBOURNE, Australia and ST.
GALLEN, Switzerland, Jan. 18, 2022 /PRNewswire/ -- CSL Behring AG,
Berne, Switzerland, a wholly-owned
subsidiary of global biotechnology leader CSL Limited (ASX: CSL;
USOTC: CSLLY), today published the offer prospectus regarding its
public tender offer for all publicly held registered shares of
Vifor Pharma Ltd. (SIX:VIFN; ISIN:CH0364749348), a global specialty
pharmaceutical company with leadership in Iron Deficiency,
Nephrology & Cardio-Renal Therapies, as indicated in the
pre-announcement of the public tender offer published by CSL
Limited on 14 December 2021.
The transaction has been unanimously approved by both companies'
Boards of Directors. The offer price for each registered share of
Vifor Pharma Ltd. is USD 179.25 in
cash. The public tender offer is subject to the offer conditions
set forth in the offer prospectus, which is available on the
website www.CSLtransaction.com.
The main offer period is expected to commence on 2 February 2022 and end at 4:00 p.m. Swiss time on 2
March 2022. A detailed indicative timetable is set forth in
the offer prospectus.
Media Contact
Details: For further information, please
contact:
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Australia / Asia
Pacific
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United States /
Rest of World
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Jemimah
Brennan
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Tom Hushen
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P: +61 412 635
483
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P:
267-769-6728
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E:
Jemimah.Brennan@csl.com.au
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E:
Thomas.Hushen@cslbehring.com
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Switzerland /
Europe
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Martin Meier-Pfister
(IRF)
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P: + 41 432 448
140
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E:
meier-pfister@irf-reputation.ch
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About CSL
CSL (ASX: CSL; USOTC: CSLLY) is a leading global biotechnology
company with a dynamic portfolio of life-saving medicines,
including those that treat hemophilia and immune deficiencies, as
well as vaccines to prevent influenza. Since our start in 1916, we
have been driven by our promise to save lives using the latest
technologies. Today, CSL — including our two businesses, CSL
Behring and Seqirus- provides life-saving products to more than 100
countries and employs more than 25,000 people. Our unique
combination of commercial strength, R&D focus and operational
excellence enables us to identify, develop and deliver innovations
so our patients can live life to the fullest. For more information
visit csl.com.
Legal Disclaimers
Important Additional Information
This release is for informational purposes only and does not
constitute, or form part of, any offer or invitation to purchase,
sell or issue, or any solicitation of any offer to sell, purchase
or subscribe for any registered shares or other equity securities
in Vifor Pharma Ltd., nor shall it form the basis of, or be relied
on in connection with, any contract therefor. This release is not
part of the offer documentation relating to the tender offer. Terms
and conditions of the tender offer have been published in today's
offer prospectus regarding the tender offer. Shareholders of Vifor
Pharma Ltd. are urged to read the tender offer documents, including
the offer prospectus, which are or will be available at
www.CSLtransaction.com.
Certain Offer Restrictions
The tender offer is not made, directly or indirectly, in any
country or jurisdiction in which it would be considered unlawful or
otherwise violate any applicable laws or regulations, or which
would require CSL or any of its subsidiaries to change or amend the
terms or conditions of the tender offer in any material way, to
make an additional filing with any governmental, regulatory or
other authority or take additional action in relation to the tender
offer. It is not intended to extend the tender offer to any such
country or jurisdiction. Any documents relating to the tender offer
must neither be distributed in any such country or jurisdiction nor
be sent into such country or jurisdiction, and must not be used for
the purpose of soliciting the sale or purchase of securities of
Vifor Pharma Ltd. by any person or entity resident or incorporated
in any such country or jurisdiction.
The tender offer will be made in the
United States pursuant to Section 14(e) of, and Regulation
14E under, the U.S. Securities Exchange Act of 1934, as amended
(the "U.S. Exchange Act"), subject to the applicable exemptions
provided by Rule 14d-1 under the U.S. Exchange Act and Rule
14e-5(b) under the U.S. Exchange Act and any exemptions that may be
granted by the U.S. Securities and Exchange Commission ("SEC") and
otherwise in accordance with the requirements of Swiss law.
Accordingly, the tender offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal
rights, settlement procedures and timing of payments that are
different from those applicable under U.S. domestic tender offer
procedures and laws. Neither the SEC nor any securities
commission of any State of the United
States has (a) approved or dis-approved of the tender offer;
(b) passed upon the merits or fairness of the tender offer; or (c)
passed upon the adequacy or accuracy of the disclosure in the
Pre-Announcement of the tender offer or, when the tender offer is
commenced, the tender offer prospectus. Any representation to the
contrary is a criminal offence in the United States.
The communication is not being made by, and has not been
approved by, an "authorised person" for the purposes of Section 21
of the U.K. Financial Services and Markets Act 2000.
Reference is made to the offer prospectus regarding the tender
offer published today for full offer restrictions.
Other Important Additional Information
Forward-Looking Statements
This announcement may contain statements that constitute
forward-looking statements. The words "anticipate", "believe",
"expect", "estimate", "aim", "project", "forecast", "estimate",
"risk", "likely", "intend", "outlook", "should", "could", "would",
"may", "will", "continue", "plan", "probability", "indicative",
"seek", "target", "plan" and other similar expressions are intended
to identify forward-looking statements.
Any such statements, opinions and estimates in this announcement
speak only as of the date hereof and are based on assumptions and
contingencies subject to change without notice, as are statements
about market and industry trends, projections, guidance and
estimates. Forward-looking statements are provided as a general
guide only. The forward-looking statements in this announcement are
not indications, guarantees or predictions of future performance
and involve known and unknown risks, uncertainties and other
factors, many of which are beyond the control of CSL, its officers,
employees, agents and advisors, and may involve significant
elements of subjective judgement and assumptions as to future
events which may or may not be correct, and may cause actual
results to differ materially from those expressed or implied in
such statements. You are strongly cautioned not to place undue
reliance on forward-looking statements.
This announcement is not financial product or investment advice,
a recommendation to acquire or sell securities or accounting, legal
or tax advice. It does not constitute an invitation or offer to
apply for securities. It has been prepared without taking into
account the objectives, financial or tax situation or needs of
individuals. Before making an investment decision, prospective
investors should consider the appropriateness of the information
having regard to their own objectives, financial and tax situation
and needs and seek legal and taxation advice appropriate for their
jurisdiction. CSL is not licensed to provide financial product
advice in respect of an investment in securities.
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SOURCE CSL Behring