AUSTRALIA – CSL Ltd, an Australian biopharmaceutical company, has agreed to acquire Vifor Pharma AG for US$11.7 billion (equity value) in order to diversify its business.

CSL has made an all-cash tender offer of US$179.25 (CHF 167) per share, payable in US dollars, to acquire Vifor Pharma. 1 The offer assumes that a dividend of CHF 2 will be declared at the AGM on April 26th, as has been done in the past.

The transaction would be the largest in the industry this year, surpassing the US$5 billion paid for Acceleron Pharma Inc by Merck & Co Inc.

The tender offer represents a 61 percent implied premium to Vifor Pharma’s unaffected closing price on December 1, 2021, and a 47 percent premium to Vifor Pharma’s unaffected 1-month volume-weighted average price (VWAP) on December 1, 2021.

Patinex AG, Vifor Pharma’s largest shareholder with a 23.2 percent stake, has agreed to tender its shares in the tender offer.

The transaction is subject to certain conditions and terms, including a minimum acceptance rate of 80% of all Vifor Pharma shares on a fully diluted basis, as well as additional customary offer conditions, such as regulatory approvals.

The tender is currently scheduled to begin on January 18, 2022, with the transaction expected to conclude in mid-2022.

Vifor Pharma is a specialty pharmaceutical firm focused on iron deficiency, nephrology, and cardio-renal therapies.

CSL anticipates that the acquisition will allow Vifor Pharma to take advantage of CSL’s global reach, balance sheet, and capabilities in order to bring more products to patients in its key categories.

Vifor Pharma will also be able to accelerate its growth in cardiovascular-metabolic, renal, and transplant markets as a result of the transaction.

The Vifor Pharma Board of Directors believes that the proposed transaction respects the interests of all stakeholders and unanimously recommends the offer to shareholders. There is committed financing for the transaction, as well as a strong commitment to seek regulatory clearances.

In fiscal 2021, which ended on June 30, CSL made no acquisitions. The most recent acquisition was Vitaeris, which was purchased for US$20 million up front in June 2020.

The clinical-stage biotech is working on an antibody treatment for long-term kidney transplant rejection.

Abbas Hussain, a former executive at GlaxoSmithKline and Eli Lilly, leads Vifor. Hussain, a former CSL director, began working for Vifor in August.

His new company brings to CSL ten commercialized products, including the iron deficiency product Ferinject, which is the company’s top revenue generator.

Korsuva, which was approved by the FDA in August as a treatment for severe itching in dialysis patients, is included in that total. Cara Therapeutics developed the drug, but Vifor is its commercialization partner.

Vifor also has nephrology therapies in development, some of which are the result of acquisitions. Vifor announced deals to acquire two biotechs that are developing therapies for patients with chronic kidney disease last month.

According to CSL, the company has a pipeline of 37 product candidates in various stages of development that could result in up to four product launches in the next two years.

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