Japan-based Asahi Kasei has issued a voluntary tender offer to acquire Calliditas Therapeutics, a Swedish commercial stage biopharmaceutical company, for a total equity value of around SEK11.8bn ($1.1bn).
Asahi Kasei plans to acquire all ordinary shares of Calliditas, listed on Nasdaq Stockholm, and American Depositary Shares (ADS) of the latter, listed on Nasdaq Global Select Market.
The Japanese firm is offering SEK208 per share for Calliditas shareholders and SEK416 per share for ADS holders through the tender offer.
The tender offer has been approved by both company’s boards.
Key shareholders, including BVF Partners, Linc, and Stiftelsen Industrifonden who collectively hold 44.65% of Calliditas’ shares, have agreed to the offer.
The offer presents an 83% premium over Calliditas’ last closing share price of SEK113.6 on Nasdaq Stockholm on 27 May 2024.
Calliditas Therapeutics is a differentiated speciality pharmaceutical firm with a focus on developing treatments of unmet medical needs. The company has developed Tarpeyo to treat IgA nephropathy.
Following the acquisition, the Swedish drugmaker will become a wholly-owned subsidiary of Asahi Kasei.
The acceptance period of the tender offer is anticipated to start on 18 July 2024 and expire on or around 30 August 2024, subject to any extensions.
With the acquisition, Asahi Kasei aims to expand its footprint globally by specialising in immunology, transplantation, and adjacent disease areas.
Additionally, the Japanese firm plans to strengthen its position in the US market by bolstering its internal sales structure within the renal and autoimmune disease sectors.
The firm also aims to enter Europe, with an initial emphasis on advancing research and development activities.
Furthermore, the acquisition is expected to expand the scope of in-licensing and new drug development pipelines by establishing a global speciality pharma entity.
Previously, Asahi Kasei acquired ZOLL in 2012 and Veloxis in 2020 to expand in the US.
MTS Health Partners and Goldman Sachs Japan are advising Asahi Kasei on the financial aspects of the acquisition of Calliditas Therapeutics. On the other hand, Gernandt & Danielsson Advokatbyrå and Cleary Gottlieb Steen & Hamilton are providing legal counsel to Asahi Kasei.
The deal is subject to customary closing conditions, including regulatory approvals.
