CSL and Vifor agree $11.7bn deal

February 2022 | DEALFRONT | MERGERS & ACQUISITIONS

Financier Worldwide Magazine

February 2022 Issue

In December 2021, global biotechnology leader CSL Limited agreed to acquire Swiss specialty pharmaceutical company Vifor Pharma for $11.7bn.

Under the terms of the definitive agreement, CSL will acquire Vifor Pharma in an all-cash public tender offer to acquire all publicly held Vifor Pharma shares for $179.25 per share.

The transaction, which has been unanimously approved by both companies’ boards of directors, further advances CSL’s 2030 strategy to create value by adding a high-growth, cash generative and sustainable business which complements and expands the global leadership positions of CSL’s two business units: CSL Behring and Seqirus.

“Vifor Pharma enhances CSL’s patient focus and ability to protect the health of those facing a range of rare and serious medical conditions,” said Paul Perreault, chief executive and managing director of CSL. “It brings an outstanding team and a leading portfolio of products across nephrology, dialysis and iron deficiency therapies and a proven partnering and business development and licensing strategy.“

Headquartered in Melbourne, Australia, CSL, including its two businesses, CSL Behring and Seqirus, provides life-saving products to more than 100 countries and employs more than 25,000 people. The company has a longstanding and committed presence in Switzerland, where it has been an active corporate citizen since 1949 and currently has a team of more than 1800 people on the ground in R&D, manufacturing and other operations.

“The combination is expected to be financially compelling for our shareholders while expanding and diversifying our revenue base,” continued Mr Perreault. “It is expected to be immediately earnings accretive in the first full year of CSL ownership and can be executed while retaining our balance sheet strength. “We are excited about deepening our commitment to the Swiss and global market through the addition of Vifor Pharma to the CSL family, which will add more than 2600 skilled and talented employees to our global team.”

Listed on the Swiss Stock Exchange, Vifor Pharma aims to become the global leader in iron deficiency, nephrology and cardio-renal therapies. The company is a partner of choice for pharmaceuticals and innovative patient-focused solutions.

“Vifor Pharma’s strategy has been to focus towards continuing being a market leader in iron deficiency, nephrology and cardio-renal therapies,” said Jacques Theurillat, chairman of the board of directors of Vifor Pharma Group. “The offer provides an excellent strategic opportunity for Vifor Pharma to optimise future market opportunities from a position of strength and to create substantial value for all stakeholders.”

PJT Partners, BofA Securities and Goldman Sachs are acting as financial advisers to CSL, with PJT Partners as lead financial adviser. Credit Suisse is acting as tender offer manager in Switzerland and financial adviser to CSL. Gresham Advisory Partners Limited is acting as an independent adviser to the board of directors of CSL. In addition, Homburger AG, Simpson Thacher & Bartlett LLP and Allens are acting as joint legal advisers to CSL.

“This transaction will expand our presence in the rapidly growing nephrology market, while giving us the opportunity to leverage our complementary scientific expertise,” concluded Mr Perreault. “Vifor Pharma offers CSL near-term value along with a clear path to long-term sustainable growth.”

Fraser Tennant