By Stuart Condie
SYDNEY--Australian biopharmaceutical company CSL Ltd. said it has made a US$11.7 billion all-cash offer for Switzerland's Vifor Pharma Ltd. as it aims to add renal-disease and iron-deficiency capabilities to its portfolio.
CSL on Tuesday said it would partially fund the acquisition with a fully underwritten 6.3 billion-Australian-dollar (US$4.49 billion) institutional share placement and a share purchase plan of up to A$750 million. It will also tap US$6.0 billion in existing cash and a combination of new and existing debt.
Vaccine and blood-product maker CSL said it made a public tender offer of US$179.25 a share, representing a 40% premium to the 60-day volume-weighted average price on Dec. 1. The offer was unanimously recommended by Vifor's directors and Patinex AG, Vifor Pharma's largest shareholder with a 23.2% stake, agreed to tender its shares, CSL said.
The tender offer is subject to a minimum acceptance rate of 80% and is expected to commence around Jan. 18, CSL said.
Vifor's portfolio, focused on renal disease and iron deficiency, will complement CSL's existing therapeutic focus areas, while the Australian company's global reach, R&D capabilities and resources will augment the delivery of Vifor Pharma products.
"Vifor Pharma will also expand our presence in the rapidly growing nephrology market, while giving us the opportunity to leverage our complementary scientific expertise," CSL Chief Executive and Managing Director Paul Perreault said.
If the transaction goes through, it will be immediately EPS-accretive and diversify CSL's revenue base, Mr. Perreault said. CSL said it also identified US$75 million run-rate pretax cost synergies over the first three years of ownership.
Investment bank Citi said last week that any move for Vifor would likely be EPS-accretive, given CSL trades at a significantly higher multiple than Vifor, which develops, manufactures and markets iron-deficiency products.
Vifor has a market capitalization of 9.11 billion Swiss francs (US$9.88 billion) after its shares surged 18% on Monday's confirmation of talks with CSL.
CSL's market capitalization is A$135.46 billion (US$96.60 billion). Shares in CSL, the second-largest ASX-listed company by market capitalization, didn't trade on Tuesday, after they were placed in a trading halt until Thursday.
CSL also confirmed its fiscal 2022 guidance for net profit of between US$2.15 billion and US$2.25 billion, down from US$2.375 billion in the year ended June 30. It has cited continued margin easing as a result of increased plasma costs for the decline.
Write to Stuart Condie at email@example.com
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December 14, 2021 01:45 ET (06:45 GMT)Copyright (c) 2021 Dow Jones & Company, Inc.