お知らせ • Feb 08
Pharming Technologies B.V. completed the acquisition of Abliva AB (publ) (OM:ABLI) from Hventures Capital I AB and Hadean Capital I AS funds managed by Hadean Ventures, IP Group Plc (LSE:IPO), Oslo Pensjonsforsikring AS and others .
Pharming Technologies B.V. proposed a public cash offer to acquire Abliva AB (publ) (OM:ABLI) from Hventures Capital I AB and Hadean Capital I AS funds managed by Hadean Ventures, IP Group Plc (LSE:IPO), Oslo Pensjonsforsikring AS and others for approximately SEK 730 million on December 15, 2024. Under the terms of agreement, Pharming Technologies is acquiring all shares in Abliva for SEK 0.45 per share (the “Offer”). In addition, the Board of Directors has implemented a thorough process with other prospective offerors to evaluate the possibility for a superior offer. As a part of acquisition, the Board member Roger Franklin has, due to the undertaking from Hadean Ventures, which causes a conflict of interest, not participated and will not participate in the Board of Directors’ handling of or decisions on matters related to the Offer. All other board members in Abliva have participated in the evaluation of the Offer.
Completion of the Offer is conditional upon customary conditions including, amongst other things, the Offeror becoming the owner of more than 90 per cent of the total number of shares in Abliva (on a fully diluted basis) and receipt of all necessary regulatory, governmental or similar clearances, approvals and decisions, including from competition authorities and foreign direct investment (FDI) authorities, in each case on terms that, in the Offeror’s opinion, are acceptable. The Offeror has reserved the right to waive, in whole or in part, these and other conditions for completion of the Offer. The Board of Directors unanimously recommends the shareholders to accept the offer. The Board of Directors also notes that the Offer is not subject to any financing condition and the Offer is financed in full by funds available to Pharming by way of a binding unconditional funding commitment letter issued by Pharming Group N.V. to the Offeror, and that it is stated that Pharming Group N.V. has cash on hand to finance the Offer in full. Pharming has obtained acceptance undertakings from the three largest shareholders, accounting for 49.82% of Abliva's outstanding shares. The acceptance period for the Offer is expected to commence on or around January 16, 2025, and expire on or around February 7, 2025, subject to any extensions. On January 15, 2025, the offer has been approved and registered by the Swedish Financial Supervisory Authority. Upon written request, the Offeror has been permitted to carry out a customary due diligence review of Abliva in connection with the preparations for the Offer. As of January 30, 2025, Pharming Technologies B.V. has received the necessary approval under the Swedish Screening of Foreign Direct Investments Act. The condition for completion of the Offer relating to the receipt of the necessary regulatory approvals has therefore been satisfied. All other conditions set out in the offer document, including conditions for the completion of the Offer, are still applicable.
The Board of Directors has engaged Moelis & Company UK LLP as financial advisor and Vinge as legal advisor in relation to the Offer. The Board of Directors has also engaged Öhrlings PricewaterhouseCoopers AB (“PwC”) to provide a fairness opinion regarding the Offer. PwC will receive a fixed fee for providing the fairness opinion, which is not contingent on the size of the Offer consideration, the acceptance level of the Offer or whether it is completed. Van Lanschot Kempen N.V. is sole financial advisor and NautaDutilh N.V. and Mannheimer Swartling Advokatbyrå are legal advisors to Pharming in connection with the Offer.
Pharming Technologies B.V. completed the acquisition of Abliva AB (publ) (OM:ABLI) from Hventures Capital I AB and Hadean Capital I AS funds managed by Hadean Ventures, IP Group Plc (LSE:IPO), Oslo Pensjonsforsikring AS and others on February 7, 2025. On completion, the Offer had been accepted by shareholders representing a total of 1,413,841,472 shares and votes in Abliva, corresponding to approximately 87.7% of the total number of shares and votes in Abliva. As a result, Pharming controls in total 1,413,841,472 shares and votes in Abliva, corresponding to approximately 87.7% of the total number of shares and votes in Abliva. As further set out, Pharming has reserved the right to waive, in whole or in part, one, several, or all of the conditions for completion of the Offer, including, with respect to the acceptance level condition, to complete the Offer at a lower level of acceptance. Pharming has now decided to waive the acceptance level condition. Accordingly, as all other conditions for completion of the Offer have been satisfied, the Offer is declared unconditional and Pharming will thus complete the acquisition of all shares in Abliva that have been tendered in the Offer. Settlement for shares tendered in the Offer up to and including February 7, 2025, is expected to be initiated on or around February 14, 2025. To enable the remaining shareholders of Abliva who have not tendered their shares to accept the Offer, Pharming has decided to extend the acceptance period until February 20, 2025. Settlement for shares tendered in the Offer during the extended acceptance period is expected to commence on or around February 27, 2025.