Moscow, August 13, 2013 – Pharmstandard OJSC (LSE: PHST IL, RTS: PHST RU) ("Pharmstandard" or the "Company") announces key terms of a possible acquisition of 100% share capital of Bever Pharmaceutical Pte Ltd ("Bever") (the "Transaction").
Total consideration for the acquisition of Bever is agreed at US$590 million and will be funded by the combination of Pharmstandard's shares and GDRs owned by Pharmstandard-Leksredstva OJSC in the amount of US$542 million (price per share of RUB 2,235.4 and price per GDR of US$20.76) and cash of US$48 million, which may be financed from external sources. Pharmstandard-Leksredstva OJSC currently holds Pharmstandard's shares and GDRs on its balance sheet at approximately US$475 million.
The Company's strategic rationale for the Transaction includes securing a long-term fixed-cost supply of critical active pharmaceutical ingredients for two flagship OTC brands Arbidol® and Aphobazolum® as well as significantly increasing the Company's profitability.
It is expected that Bever will be included in a proposed spin-off of the Company's branded over-the-counter business.
Bever is 100% controlled by Bristley Enterprises Limited ("Bristley"), which is owned by Dr. Alexander Shuster, the Company's non-executive member of the Board of Directors. Upon completion, Bristley will become the Company's second largest shareholder with an approximately 18.74% stake.
Completion of the Transaction is subject to approval at the Company's extraordinary shareholder meeting ("EGM"), which is scheduled for August 17, 2013. Board of Directors of Pharmstandard-Leksredstva OJSC made the decision to abstain from voting at the EGM.
Baker & McKenzie is advising Pharmstandard on the Transaction and is engaged to provide legal opinion. Citigroup Global Markets Limited is engaged to provide fairness opinion to the Board of Directors of Pharmstandard in relation to the Transaction.
Technical details and further clarifications on the Transaction will be available today via the presentation on our website and on a conference call at 5 pm Moscow time.
Please find the details for the conference call below.
Tuesday, 13 August, 2013
09:00 New York
International Call-in Number: +44 (0)20 7162 0077
US Call-in Number: +1 334 323 6201
Conference ID: 935765