Allens has advised longstanding client CSL Limited on its proposed all-cash tender offer for Vifor Pharma Limited, which values Vifor Pharma at US$11.7 billion (A$16.4 billion).
CSL 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. CSL is listed on the ASX with a market capitalisation in excess of A$130 billion.
Vifor Pharma is a Swiss-based global specialty pharmaceutical company with leadership in renal disease and iron deficiency, and is listed on the Swiss SIX Exchange.
Under the proposed transaction announced on 14 December 2021, CSL has agreed to launch an all-cash public tender offer to acquire all publicly held Vifor Pharma shares for US$179.25 per Vifor Pharma share, which represents an aggregate equity value for Vifor Pharma of US$11.7 billion (A$16.4 billion).
The transaction, which has been unanimously approved by both companies’ boards of directors, further advances CSL’s 2030 strategy to create value by adding a high growth, cash generative and sustainable business which complements and expands the global leadership positions of its CSL Behring and Seqirus divisions.
CSL will fund the transaction via:
- a fully underwritten institutional placement of shares to raise A$6.3 billion (US$4.5 billion);
- a fully committed debt bridge facility of US$6.0 billion (A$8.4 billion); and
- existing cash / undrawn facilities of US$2.0 billion (A$2.8 billion).
CSL will also undertake a non-underwritten share purchase plan to eligible CSL shareholders in Australia and New Zealand targeting to raise up to A$750 million (US$534 million).
The Allens team advised CSL on all aspects of the transaction – the M&A, and the equity and debt funding. CSL was also advised by Swiss firm Homburger AG and US firm Simpson Thacher & Bartlett LLP.
Lead Partner Robert Pick, Co-Head of the Allens Equity Capital Markets team, said:
'Allens has been privileged to work with CSL for nearly 30 years, from advising on its initial public offering in 1994 through to its acquisitions of ZLB, Nabi and Aventis Behring and multiple other M&A and equity and debt transactions over that period. CSL is one of Australia's great success stories and we are delighted to have had the opportunity to assist them again on this strategically important transaction'.
This transaction caps off an incredibly busy year in Australia for M&A and ECM, and the transaction sets a number of Australian records. In particular:
- the institutional placement is (1) the largest ever primary capital raise in Australia; (2) the largest ECM deal in Australia in 2021; (3) the largest ever follow-on capital raise in Australia; and (4) the seventh largest follow-on deal globally in 2021; and
- the acquisition of Vifor Pharma is the third largest ever out-bound M&A deal by an Australian company.
Allens legal team
Corporate (M&A and ECM)
Robert Pick (Lead Partner), Yan-Lin Lee (Senior Associate), Tim Tabalujan (Lawyer).
Banking
Ben O'Hoy (Partner), Alex Tonkin (Managing Associate), Michael Zeng (Lawyer)
Notes for editors.
Allens is a commercial law firm working throughout Australia and Asia. Through its integrated alliance with Linklaters it provides clients access to 40 offices in 28 countries around the world.