STOCKHOLM, Sweden, Sept. 28, 2005 (PRIMEZONE) --
-- All relevant competition authorities approved acquisition of
Viatris.
-- Meda becomes one of the leading specialty pharma companies
in Europe.
-- Final purchase price for all shares in Viatris is EUR 588
million (SEK 5527 million(1)).
-- Initially, a debt facility is financing the acquisition, which
will be partly refinanced via a preferential rights issue worth
SEK 2508 million, at SEK 60 per share.
-- Warrant programme for key persons.
On 8 August, Meda announced that it reached an agreement on acquisition of Viatris, a German pharma company. Acquisition was contingent upon competition authorities' approval in some countries in which Meda and Viatris operate. Competition authorities in these countries now approved the acquisition.
Through the acquisition, Meda becomes one of the leading European specialty pharma companies. Its new platform in Europe constitutes a milestone for continuing development. Meda becomes an attractive in-licensing partner and through Novolizer, a new inhaler, the company gains a new growth area, i.e., asthma treatment.
Payment of EUR 588 million (SEK 5527 million (1)) for all shares in Viatris is made on 29 September 2005. On top of this amount, Meda assumes debt of about EUR 135 million (SEK 1269 million (1)). In addition, Meda takes over provision for pensions and liquid funds in Viatris (2). Initially, a bank loan is financing the acquisition, which will be partly refinanced via a preferential rights issue worth SEK 2508 million, at SEK 60 per share.
"We're delighted that the authorities approved the Viatris acquisition," says Anders Lonner, Meda's CEO. "Now we'll start integration of Viatris and creation of the new Meda -- one of Europe's leading specialty pharma companies. The merged company will be a very attractive pharmaceutical in-licensing partner for operations that seek strong pan-European sales and marketing coverage. In addition, we can offer help with registration and product development. The combination constitutes a smart, long-term industrial solution that benefits shareholders and employees."
Guaranteed preferential rights issue In connection with the acquisition, and subject to extraordinary general meeting approval, Meda's board decided on a new share issue of at most SEK 2508 million. Meda's shareholders will have preferential rights. The new issue will inject about SEK 2490 million into the company, after issue expenses. The extraordinary general meeting will be held on 17 October 2005 at 5 PM.
Existing shareholders are offered an opportunity to subscribe for new shares at SEK 60/share. Meda's shareholders have preferential rights for subscribing to new shares in relation to the number of shares they own in the company. They may subscribe for two new shares for every three old shares. So those who are registered as Meda's shareholders on 1 November 2005 (day of record) get two subscription rights for each share held in the company. Three subscription rights entitle them to subscribe for one new share. Unexercised subscription rights for the new issue may be transferred. SEB and other securities institutes will manage buying and selling of subscription rights.
If fully subscribed, the new issue will increase Meda's share capital by SEK 83,583,486 from the current SEK 125,375,230 to SEK 208,958,716 through new subscription of 41,791,743 shares; each worth SEK 2.
Several major Meda shareholders committed to subscribe for their respective parts of the share issue. Together they represent about 47.5% of Meda's share capital. Beyond that, other shareholders stated that they intend to subscribe for their parts of the new share issue, which constitute about 11.5% of the share capital. All of these shareholders, which represent about 59% of Meda's share capital, told the board that they intend to vote for the new share issue at the extraordinary general meeting. In addition, the company has new subscription guarantees. Consequently, if the new issue is not fully subscribed -- with or without preferential subscription rights -- then shares equal to 2.5% of the share issue will be subscribed.
Warrant program for key persons The board proposes that the extraordinary general meeting (EGM) authorises the company to implement a warrant programme for key persons within Meda. The programme covers up to 3,000,000 detachable warrants. Each warrant entitles the holder to subscribe for one new share in the company at a nominal SEK 2, which is comparable to SEK 150. The new share issue's subscription period starts on 27 February 2006 and ends on 26 February 2008. The Black & Scholes model will be used to value the purchase price for each warrant. With full subscription of shares in the preferential rights issue that was decided by the board -- pending EGM approval -- the dilution effect from total exercise of warrants is comparable to about 2.9% of the share capital and votes.
Enskilda Securities is Meda's financial advisor for the new share issue. SEB Merchant Banking is providing the debt facility that is financing the purchase.
Notification of an extraordinary general meeting will be issued in a separate press release
(1) Based on an SEK/EUR exchange rate of 9.40. (2) As communicated earlier, the total purchase price for Viatris (including net debt) is expected to reach EUR 750 million. The final acquisition value might be adjusted somewhat because the opening balance sheet has not yet been finalised.
For additional information: Meda Anders Lonner, CEO tel. +46 8 630 19 00 Anders Larnholt, Investor Relations tel. +46 8 630 19 00
MEDA AB (publ) -- the Swedish specialty pharmaceutical company. Meda markets prescription and over-the-counter drugs and medical equipment. The company is listed on the Stockholm stock exchange's (Stockholmsborsen) Attract 40 list.
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