Mergers and Acquisitions

* On February 26, 2014, Algeta has reported that Bayer has announced that 97.28% of all Algeta shares have been tendered to Aviator Acquisition AS, a wholly-owned subsidiary of Bayer Nordic SE under the voluntary cash offer to acquire the entire issued share capital of Algeta for NOK 362 per share. The Offer values the total share capital of Algeta at approximately NOK 17.6 billion ($ 2.9 billion) on a fully diluted basis.

All regulatory approvals required for completion of the proposed acquisition have been obtained. The transfer of shares to Bayer and the payment of the Offer price will take place in the coming days but no later than 12 March, 2014, subject to the closing conditions set out in the Offer document published on 20 January, 2014. Thereafter, Bayer announced that it intends to initiate a compulsory acquisition process, with the aim of becoming the sole shareholder of Algeta and to file for delisting of the Algeta shares from the Oslo Stock Exchange. Bayer expects to complete the acquisition in the first quarter of 2014.

* On January 20, 2014, Bayer has announced that its planned acquisition of Algeta is entering its next phase. Aviator Acquisition AS, a subsidiary established by Bayer Nordic SE, Espoo, Finland, for the purpose of the acquisition, has commenced a public takeover offer for all the shares of Algeta at a price of NOK 362 per share in cash. The total value of the transaction is thus approximately NOK 17.6 billion (€ 2.1 billion), and the enterprise value amounts to NOK 16.2 billion (€ 1.9 billion). Bayer has issued the takeover offer on the basis of the transaction agreement signed with Algeta on December 19, 2013. The offer period starts on January 20 and expires at 9:00 a.m. CET on February 24, 2014. Bayer has already obtained pre-acceptances for approximately 14 % of the shares in Algeta, including pre-acceptances from all members of Algeta's Board of Directors as well as from Algeta's largest shareholder, HealthCap IV.

* On January 6, 2014,  Algeta has announced that regulatory approval by German competition authorities, specifically the Federal Cartel Office (FCO), has been obtained. This was identified as a condition to the consummation of the voluntary cash offer in the announcements dated 19 December 2013.

As announced on 19 December 2013, Bayer has entered into an agreement with Algeta to make, through Aviator Acquisition AS, a wholly-owned subsidiary of Bayer Nordic SE, the Offer to acquire the entire issued share capital of Algeta for NOK 362 per share in cash. The consummation of the Offer remains subject to satisfaction or waiver of customary conditions, including, without limitation, a minimum acceptance of at least 90% or such lower percentage (not being less than 50%) of the outstanding Algeta shares as Aviator Acquisition AS determines and no material adverse change having occurred in Algeta.

Bayer expects to close the transaction during the first quarter of 2014.

* On December 19, 2013, Bayer has announced that it has reached an agreement with Algeta’s Board of Directors to make a recommended voluntary public takeover offer to Algeta’s shareholders, and is offering them NOK 362 per share in cash. The offer implies an equity value of NOK 17.6 bn (€ 2.1 bn) and an enterprise value of NOK 16.2 bn (€ 1.9 bn). The offer price represents a premium of 37 % over the closing price on November 25, 2013, the day before Algeta confirmed that it had received a preliminary, non-binding acquisition proposal from Bayer, or a premium of 48 % over the unaffected three-month volume-weighted average share price on November 25, 2013.

The Board of Directors of Algeta has unanimously decided to recommend acceptance of the offer to its shareholders. In addition, Bayer has obtained pre-acceptances for approximately 14 % of the shares in Algeta, including pre-acceptances from all members of Algeta's Board of Directors as well as from Algeta's largest shareholder, HealthCap IV.

 

Bayer and Algeta have collaborated since 2009 to develop and commercialize radium-223 dichloride (Xofigo™) which was approved in the United States in May 2013. The drug is being co-promoted there by Algeta and Bayer. The European Commission granted marketing authorization for the product in November 2013.

Xofigo™ is an alpha-particle-emitting radioactive therapeutic agent for the treatment of patients with castration-resistant prostate cancer (CRPC), symptomatic bone metastases and no known visceral metastatic disease. Xofigo™ is one of Bayer's top five recently launched pharmaceutical products, which the company considers to have a total peak sales potential of more than € 5.5 billion per year. It is estimated that Xofigo™ alone could achieve peak annual sales of at least € 1 billion if it receives marketing authorization in further indications.