UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE
ACT OF 1934
Calliditas Therapeutics AB (publ)
(Name of Subject Company)
Calliditas Therapeutics AB (publ)
(Name of Person Filing Statement)
American Depositary Shares, each representing
two Common Shares,
quota value SEK 0.04 per share
Common Shares, quota value SEK 0.04 per share
(Title of Class of Securities)
13124Q106*
(CUSIP Number of Class of Securities)
Calliditas Therapeutics AB
Kungsbron 1, D5
SE-111 22 Stockholm, Sweden
Tel: +46 (0) 8 411 3005
Attn: Renée Aguiar-Lucander, Chief Executive
Officer
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With copies to:
|
Joshua A. Kaufman, Esq.
Sanjay M. Shirodkar, Esq.
DLA Piper LLP (US)
1251 Avenue of the Americas
New York, New York 10020
(212) 335-4640 |
|
Dain Hård Nevonen
Advokatfirman Vinge KB
Smålandsgatan 20, Box 1703
111 87 Stockholm
+46 (0)10 614 30 96 |
| x |
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| * |
This CUSIP number is assigned to the Subject Company’s American Depositary Shares, each representing two (2) Common Shares. |
On May 28, 2024, Calliditas Therapeutics AB (publ),
a public limited company organized under the laws of Sweden (“Calliditas,” or the “Company”), issued
a press release announcing an offer from Asahi Kasei Corporation (“Asahi Kasei”) to acquire all the outstanding shares
of common stock, quota value of SEK 0.04 per share of Calliditas (the “Shares”) for SEK 208 in cash per Share (the
“Offer”). The Offer also includes a concurrent offer by Asahi Kasei to acquire all outstanding American Depositary
Shares of Calliditas, each representing two Shares (the “ADSs”) for SEK 416 in cash per ADS, which will be conducted
pursuant to the securities rules of the United States. The total value of the Offer corresponds to SEK 11,164 million.1
Pursuant to the Offer, Asahi Kasei is expected
to commence a tender offer on or around July 18, 2024 to acquire all of the outstanding Shares and ADSs of Calliditas.
Consideration for the ADSs will be paid in cash
with U.S. dollars in an amount to be determined based on the SEK/USD exchange rate on the business day before the date on which Asahi
Kasei makes the Offer consideration available to the settlement agent for settlement of the ADSs tendered into the Offer.
This Schedule 14D-9 filing consists of the following
communications listed below related to the proposed Offer:
(i) Press Release, dated May 28, 2024 (Exhibit
99.1)
(ii) Correspondence to Employees, dated May 28,
2024 (Exhibit 99.2)
(iii) Correspondence to Partners and Suppliers,
dated May 28, 2024 (Exhibit 99.3)
(iv) Presentation to Employees, dated May 28,
2024 (Exhibit 99.4)
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements
concerning the Company, Asahi Kasei and the Offer that involve a number of risks and uncertainties. Words such as “believes,”
“anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions
are intended to identify forward-looking statements, but other statements that are not historical facts may also be deemed to be forward-looking
statements. In this communication, the Company’s forward-looking statements include statements about the parties’ ability
to satisfy the conditions to the consummation of the Offer; statements about the expected timetable for the consummation of the Offer;
the Company’s plans, objectives, expectations and intentions; and the financial condition, results of operations and business of
the Company and Asahi Kasei. The forward-looking statements contained in this communication represent the judgment of the Company as of
the date of this communication and involve known and unknown risks and uncertainties, which might cause the actual results, financial
condition and liquidity, performance or achievements of the Company, or industry results, to be materially different from any historic
or future results, financial conditions and liquidity, performance or achievements expressed or implied by such forward-looking statements.
In addition, even if the Company’s results, performance, financial condition and liquidity, and the development of the industry
in which it operates are consistent with such forward-looking statements, they may not be predictive of results or developments in future
periods. Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include
risks and uncertainties relating to: the inherent uncertainties associated with competitive developments, clinical trial and product development
activities and regulatory approval requirements; expectations for the Company’s commercial product and product pipeline, including
addressable market size and growth, market adoption and revenue expectations; the Company’s reliance on collaborations with third
parties; estimating the commercial potential of the Company’s development programs; the need to develop new products and adapt to
significant technological change; implementation of strategies for improving growth; general economic conditions and related uncertainties;
dependence on customers’ capital spending policies and government funding policies; the effect of economic and political conditions
and exchange rate fluctuations on international operations; use and protection of intellectual property; the effect of changes in governmental
regulations; any natural disaster, public health crisis or other catastrophic event; the effect of laws and regulations governing government
contracts, as well as the possibility that expected benefits related to recent or pending acquisitions, including the Offer, may not materialize
as expected; the possibility that the Offer may not be completed, or if it is completed, that it will close in a timely manner, uncertainty
surrounding how many of our shareholders and ADS holders will participate in the Offer; the possibility of regulatory approvals required
for the Offer not being timely obtained, if obtained at all, or being obtained subject to conditions; the possibility that any or all
of the various conditions to the consummation of the Offer may not be satisfied or waived; the possibility that no compulsory redemption
of the non-tendered Shares and ADSs may occur, in which case the non-tendering holders would own securities of a subsidiary of Asahi Kasei;
the possibility that competing offers will be made; prior to the completion of the Offer, the Company’s business experiencing disruptions
due to Offer-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, licensees,
other business partners or governmental entities; difficulty retaining key employees; the outcome of any legal proceedings related to
the Offer; and the parties being unable to successfully implement integration strategies or to achieve expected synergies and operating
efficiencies within the expected time-frames or at all. Additional important factors that could cause actual results to differ materially
from those indicated by such forward-looking statements are set forth in the Company’s Annual Report on Form 20-F and subsequent
interim reports on Form 6-K, which are on file with the SEC and available in the “Investors” section of the Company’s
website, https://www.calliditas.se/en/investors/, under the heading “SEC Filings”, and in any subsequent documents Calliditas
files or furnishes with the SEC. While Calliditas may elect to update forward-looking statements at some point in the future, the Company
specifically disclaims any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking
statements as representing the Company’s views as of any date subsequent to today.
1
Based on 53,672,069 Shares, being all 59,580,087 issued Shares less the 5,908,018 Shares held in treasury by Calliditas at the time of
the announcement of the Offer. This also includes Shares represented by ADSs at the time of the announcement of the Offer.
Important Additional Information and Where
to Find It
The tender offer referenced herein has not yet
commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to
sell any common shares or American Depositary Shares of Calliditas or any other securities, nor is it a substitute for the tender offer
materials that Asahi Kasei will file with the SEC. The terms and conditions of the tender offer will be published in, and the offer to
purchase common shares and American Depositary Shares of Calliditas will be made only pursuant to, the offer document and related offer
materials prepared by Asahi Kasei and filed with the SEC in a tender offer statement on Schedule TO at the time the tender offer is commenced.
Calliditas intends to file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER
TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF CALLIDITAS
ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY, AND NOT THIS DOCUMENT, WILL GOVERN THE TERMS AND
CONDITIONS OF THE TENDER OFFER, AND BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY
DECISION REGARDING TENDERING THEIR COMMON SHARES AND AMERICAN DEPOSITARY SHARES.
The tender offer materials, including the offer
to purchase and the related letter of transmittal and certain other tender offer documents, and the solicitation/recommendation statement
(when they become available) and other documents filed with the SEC by Asahi Kasei or Calliditas, may be obtained free of charge at the
SEC’s website at www.sec.gov or the Company’s website at https://www.calliditas.se/en/investors/, or by contacting
the Company’s investor relations department at ir@calliditas.com or contacting Asahi Kasei, through Georgeson, at asahi-kasei@georgeson.com.
In addition, Asahi Kasei’s tender offer statement and other documents it will file with the SEC will be available at https://www.asahi-kasei.com/announcement/01.html.
Exhibit Index
Exhibit 99.1
| Stockholm,
Sweden |
May
28, 2024 |
Statement
by the Board of Directors of Calliditas Therapeutics AB (publ) in relation to the public offer by Asahi Kasei Corporation
The Board of Directors of Calliditas Therapeutics
AB (publ) unanimously recommends that the shareholders and holders of American Depositary Shares (“ADS”) of Calliditas
Therapeutics AB (publ) (jointly the “Securityholders”) accept the public tender offer by Asahi Kasei Corporation.
Background
This statement is made by the Board of Directors (the “Board”) of Calliditas Therapeutics AB (publ) (“Calliditas”
or the “Company”) pursuant to section II.19 of the Nasdaq Stockholm takeover rules (“Section II.19”)
and Regulation 14D under the Securities Exchange Act of 1934, as amended (together with Section II.19, the “Takeover Rules”).
Asahi Kasei Corporation (“Asahi Kasei”
or the “Offeror”), today announced a public cash offer to acquire all shares in Calliditas (the “Shares”)
for SEK 208 in cash per Share (the “Offer”). The Offer will also include a concurrent offer by the Offeror to acquire
all American Depositary Shares, each representing two Shares in Calliditas, for SEK 416 in cash per ADS, which will be conducted pursuant
to the securities rules of the United States. The total value of the Offer corresponds to SEK 11,164 million.1
The Offer
represents a premium of:
| |
· |
83 per cent compared to the closing price of the Shares on Nasdaq Stockholm on May 27, 2024 of SEK 113.6, the last trading day prior to the announcement of the Offer; |
| |
· |
83 per cent compared to the volume weighted average price of the Shares on Nasdaq Stockholm during the 30 latest trading days up to and including May 27, 2024 of SEK 113.4; and |
| |
· |
74 per cent compared to the closing price of the ADS on Nasdaq Global Select Market on May 24, 2024 of USD 22.42, and 91 per cent compared to the volume weighted average price of the ADS on Nasdaq Global Select Market during the 30 latest trading days up to and including May 24, 2024 of USD 20.42.2 |
The acceptance period of the Offer is expected
to commence on or around July 18, 2024 and expire on or around August 30, 2024, subject to any extensions.
1
Based on 53,672,069 Shares, being all 59,580,087 issued shares less the 5,908,018 shares held in treasury by Calliditas at the time of
the announcement of the Offer. This also includes shares represented by ADS at the time of the announcement of the Offer.
2
Based on the USD/SEK exchange rate published by Sveriges Riksbank on May 27, 2024 of 10.64281.
Completion
of the Offer is conditional upon customary conditions including, amongst other things, Asahi Kasei becoming the owner of more than 90
per cent of the Shares in Calliditas (on a fully diluted basis) and receipt of all necessary regulatory, governmental or similar clearances,
approvals and decisions, including from competition authorities and agencies screening foreign direct investments, in each case on terms
that, in the Offeror’s opinion, are acceptable. Asahi Kasei has reserved the right to waive, in whole or in part, these and other
conditions for completion of the Offer. Asahi Kasei has also reserved the right to shorten the acceptance period and set an earlier settlement
date as well as to extend the acceptance period and to postpone the settlement date, as may be permissible under applicable laws and
regulations. Please refer to the Offeror’s press release regarding the Offer for further information.
At the written request of the Offeror, the Board
has permitted the Offeror to carry out a due diligence review of Calliditas in relation to the preparation of the Offer. In connection
with such review, Asahi Kasei has received certain information concerning the Company’s financial performance for the period up
to and ended March 31, 2024 as well as a trading update for the period until May 23, 2024. This information was subsequently included
in the Company’s quarterly report for the first quarter of 2024, which was released on May 23, 2024. Except as set out above, Asahi
Kasei has not received any inside information in connection with its due diligence review.
BVF
Partners, Linc AB (publ) and Stiftelsen Industrifonden, the three largest Securityholders of Calliditas together with other large Securityholders,
whose combined interest in the Company represents approximately 44.65 per cent3 of the total number of shares,
have entered into undertakings with the Offeror to accept the Offer, subject to certain conditions (the “Irrevocable Undertakings”).
Please refer to the Offeror’s press release regarding the Offer for more information about the Irrevocable Undertakings.
Lazard AB
(“Lazard”) is acting as financial advisor to Calliditas and Advokatfirman Vinge KB (Swedish counsel) and DLA Piper
LLP (US) (international counsel) are legal advisors to Calliditas in connection with the Offer.
Lazard has, in its capacity as financial advisor,
provided an opinion to the Board in connection with the Offer that, as of May 27, 2024, based upon and subject to the factors, limitations
and assumptions set forth therein, the consideration in SEK to be paid in connection with the Offer to the Securityholders of Calliditas
is fair from a financial point of view to the Securityholders of Calliditas, which was prepared in reliance on certain information as
provided in the opinion. The full text of the written opinion, which sets forth assumptions made, procedures followed, matters considered
and limitations on the review undertaken in connection with the opinion, is attached to this statement. Lazard provided its view on fairness,
from a financial point of view, and advice solely for the information and assistance of the Board in connection with its consideration
of the Offer and not to the Securityholders of Calliditas. Lazard’s opinion is not a recommendation as to whether any Securityholder
of Calliditas should tender their shares or ADS in connection with the Offer or any other matter related thereto. Lazard’s total
fee as financial advisor is contingent on the size of the Offer consideration and whether the Offer is completed. Lazard will receive
a fixed fee for providing this opinion, which is payable upon delivery of this opinion and creditable against Lazard’s total fee.
3 The ownership percentage set
out is calculated based on 53,672,069 shares in Calliditas, being all 59,580,087 issued shares less the 5,908,018 shares held in
treasury by Calliditas at the time of the announcement of the Offer. This also includes the shares that are represented by ADS at
the time of the announcement of the Offer.
The Board’s
recommendation
The Board’s
evaluation of the Offer must be made in respect of the Company’s present market position and the future opportunities available,
as well as the risks and uncertainties associated with the Company’s future developments and strategy. In that respect, the Board
has taken a number of factors into account which it has deemed relevant to the evaluation of the Offer. In addition to the aforementioned
factors, these include, but are not limited to, the Company’s present strategic and market position and its potential future development
and the thereto related opportunities and risks. The Board has considered valuation methods normally used to evaluate public
offers for listed companies, including how the Offer values Calliditas in relation to comparable listed companies and comparable transactions,
bid premiums in previous public takeover offers, the stock market’s expectations regarding the Company’s prospects and the
Board’s view of the Company’s value based on its expected future cash flows.
In the Board’s
opinion, the combination of the Offeror and Calliditas will leverage and complement the Offeror’s product offerings as well
as its ability and expertise in rare disease drug development and commercialization. With Asahi Kasei as its new strategic owner, the
Company aims to realize the benefits of being part of a larger platform and the potential opportunity to accelerate the Company’s
revenue growth trajectory as well as pipeline development.
The proposed transaction highlights the shared
commitment of the Offeror and Calliditas in addressing the significant unmet medical need in IgA nephropathy with the continued focused
development of this first to market product in IgAN.
The Board notes that the Offer implies a premium
of approximately 83 per cent compared to the closing price of SEK 113.6 for the Calliditas Shares on Nasdaq Stockholm on May 27, 2024
and a premium of approximately 83 per cent compared to the volume weighted average price for the Calliditas Shares on Nasdaq Stockholm
during the last 30 trading days prior to announcement of the Offer. Likewise, the Offer implies a premium of approximately 74 per cent
compared to the closing price of USD 22.42 for the Calliditas ADS on the Nasdaq Global Select Market on May 24, 2024 and a premium of
approximately 91 per cent compared to the volume weighted average price for the Calliditas ADS on the Nasdaq Global Select Market during
the last 30 trading days prior to announcement of the Offer.
In
its evaluation of the Offer, the Board has also taken into account the Irrevocable Undertakings from the Company’s three largest
Securityholders together with other large Securityholders, whose interest together represents approximately 44.65 per cent4
of the total number of shares in Calliditas.
The Board
has, as part of its process to evaluate the Offer and in line with its fiduciary duties, investigated other opportunities in light of
the approach by the Offeror. The Board has been in contact with other potential bidders in order to evaluate a superior offer.
The Board
also notes that the Offer is not subject to any financing condition and the Offer is financed by Asahi Kasei’s cash on hand.
Having concluded
this assessment, the Board believes that the terms of the Offer reflect the Company’s present position and growth prospects, including
the risks and uncertainties associated with those prospects.
4 The ownership
percentage set out is calculated based on 53,672,069 shares, being all 59,580,087 issued shares less the 5,908,018 shares held in treasury
by Calliditas at the time of the announcement of the Offer. This also includes the shares that are represented by ADS at the time of
the announcement of the Offer.
On
this basis, the Board unanimously recommends that the Securityholders of Calliditas accept the Offer.
Under the
Takeover Rules, the Board is required, on the basis of the Offeror’s statements in the announcement of the Offer, to make public
its opinion of the effects the implementation of the Offer may have on Calliditas, specifically employment, and its views on the Offeror’s
strategic plans for the Company and the effect these may be expected to have on employment and the places where Calliditas conducts its
business. The Offeror has in this respect communicated:
“Asahi Kasei recognizes the exceptional
capabilities and skills of Calliditas’ dedicated management and employees and looks forward to welcoming these individuals to Asahi
Kasei. Further, Calliditas has infrastructure in a number of markets where Asahi Kasei currently has limited resources, including Sweden.
Asahi Kasei has not made any decisions involving any changes to Calliditas’ business, the locations where Calliditas conducts its
business or Calliditas’ management and employees, including their terms of employment. However, to realize efficiencies, the integration
of Asahi Kasei and Calliditas will likely entail some changes to the organization, operations and employees of the combined group. In
the period following the completion of the Offer and following careful review of the needs of the combined business, Asahi Kasei will
determine the optimal structure of the combined company to continue to deliver success in the future.”
The Board
has no reason to question these statements regarding employment, the Offeror’s strategic plans for Calliditas or the impact these
could be expected to have on employment and on the Company’s business locations.
This statement
shall in all respects be governed by and construed in accordance with Swedish law. Any dispute arising out of or in connection with this
statement shall be settled exclusively by Swedish courts.
Stockholm on May 28, 2024
Calliditas
Therapeutics AB (publ)
The Board
of Directors
Cautionary
Note Regarding Forward-Looking Statements
This communication contains forward-looking statements
concerning the Company, Asahi Kasei and the Offer that involve a number of risks and uncertainties. Words such as “believes,”
“anticipates,” “plans,” “expects,” “seeks,” “estimates,” and similar expressions
are intended to identify forward-looking statements, but other statements that are not historical facts may also be deemed to be forward-looking
statements. In this communication, the Company’s forward-looking statements include statements about the parties’ ability
to satisfy the conditions to the consummation of the Offer; statements about the expected timetable for the consummation of the Offer;
the Company’s plans, objectives, expectations and intentions; and the financial condition, results of operations and business of
the Company and Asahi Kasei. The forward-looking statements contained in this communication represent the judgment of the Company as
of the date of this communication and involve known and unknown risks and uncertainties, which might cause the actual results, financial
condition and liquidity, performance or achievements of the Company, or industry results, to be materially different from any historic
or future results, financial conditions and liquidity, performance or achievements expressed or implied by such forward-looking statements.
In addition, even if the Company’s results, performance, financial condition and liquidity, and the development of the industry
in which it operates are consistent with such forward-looking statements, they may not be predictive of results or developments in future
periods. Important factors that could cause actual results to differ materially from those indicated by forward-looking statements include
risks and uncertainties relating to: the inherent uncertainties associated with competitive developments, clinical trial and product
development activities and regulatory approval requirements; expectations for the Company’s product pipeline, including addressable
market size and growth; the Company’s reliance on collaborations with third parties; estimating the commercial potential of the
Company’s development programs; the need to develop new products and adapt to significant technological change; implementation
of strategies for improving growth; general economic conditions and related uncertainties; dependence on customers’ capital spending
policies and government funding policies; the effect of economic and political conditions and exchange rate fluctuations on international
operations; use and protection of intellectual property; the effect of changes in governmental regulations; any natural disaster, public
health crisis or other catastrophic event; and the effect of laws and regulations governing government contracts, as well as the possibility
that expected benefits related to recent or pending acquisitions, including the proposed acquisition, may not materialize as expected;
the proposed acquisition not being timely completed, if completed at all; regulatory approvals required for the transaction not being
timely obtained, if obtained at all, or being obtained subject to conditions; the number of the Company’s stockholders that will
tender their stock in the Offer; the possibility that competing offers will be made; the possibility that various conditions for the
Offer may not be satisfied or waived; prior to the completion of the transaction, the Company’s business experiencing disruptions
due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers,
licensees, other business partners or governmental entities; difficulty retaining key employees; the outcome of any legal proceedings
related to the proposed acquisition; and the parties being unable to successfully implement integration strategies or to achieve expected
synergies and operating efficiencies within the expected time-frames or at all. Additional important factors that could cause actual
results to differ materially from those indicated by such forward-looking statements are set forth in the Company’s Annual Report
on Form 20-F and subsequent interim reports on Form 6-K, which are on file with the SEC and available in the “Investors”
section of the Company’s website, https://www.calliditas.se/en/investors/, under the heading “SEC Filings”, and in
any subsequent documents that Calliditas files or furnishes with the SEC. The Company specifically disclaims any obligation to update
forward-looking statements, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing
the Company’s views as of any date subsequent to today.
Additional
Information and Where to Find it
The tender
offer referenced herein has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell any Shares, ADS or any other securities of Calliditas, nor is it a substitute for the tender
offer materials that Asahi Kasei will file with the SEC. The terms and conditions of the tender offer will be published in, and the offer
to purchase Securities of Calliditas will be made only pursuant to, the offer document and related offer materials prepared by Asahi
Kasei and filed with the SEC in a tender offer statement on Schedule TO at the time the tender offer is commenced. Calliditas intends
to file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer.
THE TENDER
OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION
STATEMENT ON SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM TIME TO TIME, WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SECURITYHOLDERS
OF CALLIDITAS ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY, AND NOT THIS DOCUMENT, WILL GOVERN
THE TERMS AND CONDITIONS OF THE TENDER OFFER, AND BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE
MAKING ANY DECISION REGARDING TENDERING THEIR SHARES AND AMERICAN DEPOSITARY SHARES.
The tender offer materials, including the offer
to purchase and the related letter of transmittal and certain other tender offer documents, and the solicitation/recommendation statement
(when they become available) and other documents filed with the SEC by Asahi Kasei or Calliditas, may be obtained free of charge at the
SEC’s website at www.sec.gov or the Company’s website at https://www.calliditas.se/en/investors/ or at Asahi Kasei’s
website at www.asahi-kasei.com/announcement/01.html or by contacting Asahi Kasei, through Georgeson, at asahi-kasei@georgeson.com. In
addition, Asahi Kasei’s tender offer statement and other documents it will file with the SEC will be available at www.sec.gov. For
further information, please contact:
Elmar Schnee,
Chairman of the Board of Directors at Calliditas
Åsa Hillsten, Head of IR & Sustainability,
Calliditas
Phone: +46 76 403 35 43
Email: asa.hillsten@calliditas.com
This information is information that Calliditas Therapeutics AB
(publ) is obliged to make public pursuant to the EU Market Abuse Regulation and the Takeover Rules. The information was submitted for
publication, through the agency of the contact person set out above, on May 28, 2024, at 08:30 CEST.
About
Calliditas
Calliditas is a
biopharma company headquartered in Stockholm, Sweden, focused on identifying, developing, and commercializing novel treatments in orphan
indications with significant unmet medical needs. The Company’s Shares are listed on Nasdaq Stockholm (CALTX) and its American
Depositary Shares are listed on the Nasdaq Global Select Market (Nasdaq: CALT). Visit https://www.calliditas.se/en/ for further information.
Privileged & Confidential
May 27, 2024
The Board of Directors
Calliditas Therapeutics AB
Kungsbron 1, D5
SE-111 22
Stockholm, Sweden
Dear Members of the Board:
We
understand that Asahi Kasei Corporation, a Japanese corporation ( “Asahi Kasei”), proposes a public cash offer (the “Offer”)
to acquire all of the ordinary shares (“Calliditas Common Shares”), of Calliditas Therapeutics AB (publ), a Swedish corporation
(“ Calliditas”) and all of the American depositary shares, each of which represents two Calliditas Common Shares (the “ADS”,
and together with the Calliditas Common Shares, the “Securities”) pursuant to which Asahi Kasei will pay SEK 208 in cash
per Calliditas Common Share and SEK 416 in cash per ADS (the “Consideration”) to the holders thereof.
You
have requested our opinion as of the date hereof as to the fairness, from a financial point of view, to holders of the Securities of
the Consideration to be paid to such holders in the Offer.
In
connection with this opinion, we have, among other things, reviewed a draft of the press release describing the Offer (including the
terms and conditions of the Offer set out therein) (the “Draft Press Release”); reviewed a final draft of the Statement of
the Board of Directors of Calliditas in relation to the Offer to be issued on May 28, 2024; reviewed certain historical business and
financial information relating to Calliditas, forecasts relating to the business and financial prospects of Calliditas based on publicly
available analyst research and additional extrapolations and guidance from management of Calliditas, in each case, as approved for our
use by Calliditas (collectively, the “Forecasts”). We have also held discussions with members of the senior management of
Calliditas with respect to the business and prospects of Calliditas; reviewed public information with respect to certain other companies
in lines of business we believe to be generally relevant in evaluating the business of Calliditas; reviewed the financial terms of certain
business combinations involving companies in lines of business we believe to be generally relevant in evaluating the business of Calliditas;
reviewed historical share prices and trading volumes of the Securities; and conducted such other financial studies, analyses and investigations
as we deemed appropriate.
We
have assumed and relied upon the accuracy and completeness of the foregoing information, without independent verification of such information.
We have not conducted any independent valuation or appraisal of any of the assets or liabilities (contingent or otherwise) of Calliditas
or concerning the solvency or fair value of Calliditas, and we have not been furnished with any such valuation or appraisal. As you know,
we have not received financial forecasts prepared by management and approved by the Board of Directors of Calliditas in connection with
our engagement or this opinion. Senior management of Calliditas has approved the Forecasts and advised us that the Forecasts, including
the assumptions underlying the Forecasts, are a reasonable basis upon which to evaluate the future financial performance of Calliditas.
At your direction, our analysis relating to the business and financial prospects for Calliditas for purposes of this opinion has
been made on the basis of the Forecasts. With respect to the Forecasts, we have assumed, with your consent, that they have been reasonably
prepared on bases reflecting the best currently available estimates and judgments as to the future financial performance of Calliditas.
We assume no responsibility for and express no view as to any such forecasts or the assumptions on which they are based.
The Board of Directors
Calliditas Therapeutics AB
May 27, 2024
Page 2
Further,
our opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available
to us as of, the date hereof. We further note that volatility in the credit, commodities and financial markets, may have an effect on
Calliditas or the Offer and we are not expressing an opinion as to the effects of such volatility on Calliditas or the Offer. We assume
no responsibility for updating or revising our opinion based on circumstances or events occurring after the date hereof. We do not express
any opinion as to the price at which the Securities may trade at any time subsequent to the announcement of the Offer. In addition, our
opinion does not address the relative merits of the Offer as compared to any other transaction or business strategy in which Calliditas
might engage or the merits of the underlying decision by Calliditas to engage in the Offer.
In
rendering our opinion, we have assumed, with the consent of Calliditas, that the Offer will be consummated on the terms described in
the Draft Press Release, in compliance with all applicable laws, documents and other requirements and without any waiver or modification
of any material terms or conditions. We also have assumed, with the consent of Calliditas, that obtaining the necessary governmental,
regulatory or third party approvals and consents for the Offer will not have an adverse effect on Calliditas or the Offer and no delay,
limitation, restriction or condition, nor divestiture requirements, amendments or modifications, will be imposed or occur that would
have an effect in any way meaningful to our analyses or this opinion. Representatives of Calliditas have advised us, and we have assumed,
that the final terms and conditions of the Offer will not vary materially from those set forth in the Draft Press Release. We do not
express any opinion as to any tax or other consequences that might result from the Offer, nor does our opinion address any legal, tax,
regulatory or accounting matters, as to which we understand that Calliditas obtained such advice as it deemed necessary from qualified
professionals. We do not address any terms (other than, from a financial point of view and as of the date hereof, the Consideration proposed
to be paid to those holders of the Securities that tender their Securities pursuant to the Offer) or other aspects or implications of
the Offer, including, without limitation, the form or structure of the Offer, the form of the Consideration or any terms, aspects or
implications of any holders’ agreement, arrangement or understanding to be entered into in connection with or contemplated by the
Offer or otherwise. In addition, we express no view or opinion as to the fairness of the amount or nature of, or any other aspects relating
to, the compensation to any officers, directors or employees of Asahi Kasei, Calliditas or their affiliates, or class of such persons,
relative to the Consideration or otherwise.
Lazard
AB (“Lazard”) is acting as financial advisor to Calliditas in connection with the Offer. Lazard’s total fee as financial
advisor is contingent on the size of the Offer consideration and whether the Offer is completed. Lazard will receive a fixed fee for
providing this opinion, which is payable upon delivery of this opinion and creditable against Lazard’s total fee. We in the past
have provided, currently are providing and in the future may provide certain investment banking services to Calliditas, for which we
have received and may receive compensation, including, having advised on Calliditas’ term loan facility agreement in 2021. In addition,
in the ordinary course, Lazard and its affiliates and employees may trade securities of Calliditas, Asahi Kasei and certain of their
respective affiliates for their own accounts and for the accounts of their customers, may at any time hold a long or short position in
such securities, and may also trade and hold securities on behalf of Calliditas, Asahi Kasei and certain of their respective affiliates.
The issuance of this opinion was approved by the Opinion Committee of Lazard.
The Board of Directors
Calliditas Therapeutics AB
May 27, 2024
Page 3
Our
engagement and the opinion expressed herein are for the benefit of the Board of Directors of Calliditas (in its capacity as such) and
our opinion is rendered to the Board of Directors of Calliditas in connection with its evaluation of the Offer. Our opinion is not intended
to and does not constitute a recommendation to any holder of the Securities as to how such holder should act with respect to the Offer
or any matter relating thereto.
Based
on and subject to the foregoing, we are of the opinion that, as of the date hereof, the Consideration to be paid to holders of the Securities
in the Offer is fair, from a financial point of view, to such holders of the Securities.
| |
Very truly yours, |
| |
|
| |
LAZARD AB |
| |
|
| |
By |
/s/ Victor Kastensson |
| |
|
Victor Kastensson |
| |
|
Managing Director |
| |
|
Head of Lazard Nordics |
| |
|
| |
By |
/s/ Dale Raine |
| |
|
Dale Raine |
| |
|
Managing Director |
| |
|
Global Co-Head Biopharma |
| |
|
Co-Head European |
| |
|
Healthcare |
Exhibit 99.2
Email to all staff of Calliditas sent at 8:35 AM CEST on May 28,
2024
Dear Colleagues,
I am writing to inform you that this morning Asahi
Kasei, a leading Japanese pharmaceutical company and conglomerate, has announced a cash offer to acquire Calliditas Therapeutics AB, and
that the Board has unanimously recommended that shareholders accept this offer. This offer represents a premium of 83% from yesterday’s
closing share price, and as such, it is believed to be highly attractive to shareholders. The company’s largest shareholders have
undertaken to accept the offer on customary terms.
There has recently been considerable interest
from potential partners leading up to this offer from Asahi Kasei, and we should all be proud of having shaped Calliditas into such a
desirable company. Given Asahi Kasei’s announcement, and assuming the offer will be completed, this is an exciting moment
for the company as it enables us to continue our journey, providing innovative products and support to patients with rare diseases around
the world, but now with additional resources and as part of a larger entity.
Asahi Kasei is a global $20bn revenue conglomerate
that provides innovative, science-based solutions to a diverse range of markets in the Material, Homes, and Health Care business sectors.
The decision to announce an offer for Calliditas is focused on the ambition to build a global nephrology and rare disease franchise.
They have been impressed by our commercial franchise, our pipeline and the potential that TARPEYO offers in treating IgAN patients.
We are highly complementary to their existing geographic and therapeutic areas, and their track record in post transaction integration
makes them an excellent partner for us.
For example, in 2020, Asahi Kasei Corp acquired
Veloxis Pharmaceuticals (“Veloxis”) to lay a foundation of its global specialty pharma aspirations. As a US company
committed to improving the lives of transplant patients, Veloxis has established an industry leading reputation within the medical community
among transplant physicians and the addition of Calliditas will create a broader international renal franchise poised for continued growth
and success.
Subject to customary regulatory approvals and
acceptance by shareholders owning > 90% of our shares, the transaction is expected to close in Q3. I know that you may feel apprehensive
about such a change, but Asahi Kasei’s stated intention with the offer is about continued growth and support of our franchise. The
future is bright.
I will be hosting an all staff call in Europe
and the US today at 9.30am CET and 9.30am ET respectively where I will outline the Offer and answer your questions. Please join me in
the office or use the link below:
[Teams link]
Yours sincerely, Renée Aguiar-Lucander,
CEO
Exhibit 99.3
Email to partners and suppliers sent at 1:00 PM CEST on May 28,
2024
Dear Partners and Collaborators,
I am writing to inform you that this morning Asahi
Kasei, a leading Japanese pharmaceutical company and conglomerate, has announced a cash offer to acquire Calliditas Therapeutics AB, and
that the Board has unanimously recommended that shareholders accept this offer. This offer represents a significant premium to yesterday’s
closing share price, and as such, it is believed to be highly attractive to shareholders. The company’s largest shareholders have
undertaken to accept the offer on customary terms.
Given Asahi Kasei’s announcement, and assuming
the offer will be completed, this is an exciting moment for the company as it enables us to continue our journey, taking our products
in rare diseases to the patients that need them around the world, but now with additional resources and as part of a larger entity.
Asahi Kasei is a global $20bn revenue conglomerate
that provides innovative, science-based solutions to a diverse range of markets in the Material, Homes, and Health Care business sectors.
The decision to announce an offer for Calliditas is focused on the ambition to build a global nephrology and rare disease franchise.
They have been impressed by our commercial franchise, our pipeline and the potential that TARPEYO offers in treating IgAN patients.
We are highly complementary to their existing geographic and therapeutic areas, and their track record in post transaction integration
makes them an excellent partner for us.
Subject to regulatory approvals and the
acceptance by shareholders owning > 90% of our shares, the transaction is expected to close in Q3. In the meantime it is
business as usual and we invite you to contact us directly with any questions that you might have regarding the process. I will contact you shortly to arrange a call to provide any additional details and answer any question
you might have.
Yours sincerely,
Renée Aguiar-Lucander, CEO
Exhibit 99.4
Asahi Kasei’s recommended offer for Calliditas 28 May 2024
2 About Asahi Kasei’s recommended offer Asahi Kasei has offered SEK [ ● ] in cash for each share and SEK [ ● ] in cash for each ADS – The Offer values the company on a fully diluted basis at SEK [ ● ] – The Offer represents a premium of [ ● ] per cent compared to the closing price of the shares on 27 May 2024 of SEK [ ● ]* The board has unanimously recommended that shareholders accept the Offer. The recommendation is supported by an opinion provided by Lazard AB Shareholders representing [ ● ] per cent of all shares have irrevocably undertaken to accept the Offer and those representing [ ● ] per cent have confirmed their intention to accept Completion of the Offer is conditional on acceptance by >90% of shareholders (fully diluted) and to be waivable, and regulatory approvals in France, Sweden, [Germany] and the US and is expected to close in Q3, subject to any extensions * Source for Calliditas Therapeutics’ share price: Nasdaq Stockholm. Source for Calliditas Therapeutics’ ADS price: Nasdaq Global Select Market.
3 About Asahi Kasei Asahi Kasei is a global $20bn revenue conglomerate, with more than 40,000 employees worldwide, that provides innovative, science - based solutions to a diverse range of markets in the Material, Homes, and Health Care business sectors In the last twelve months, Asahi Kasei has generated over $2 billion in EBITDA and has over $2 billion in cash and cash equivalents on its balance sheet as of December 30, 2023 Its health care operations include devices and systems for acute critical care, dialysis, therapeutic apheresis, transfusion, an d manufacture of biotherapeutics, as well as pharmaceuticals and diagnostic reagents, and seek to address the increasing unmet medical needs of maturing societies and their aging populations Products include Teribone ®, a treatment for osteoporosis, Elcitonin ®, a synthetic calcitonin derivative, Bredinin ® an immunosuppressant used following renal transplant Their Mission is to sincerely care for each individual life and solve their unmet medical needs with a wealth of ideas and so lid science, and their Vision is to realize a society where no one should have to give up doing what they love due to illness
4 Track record of successful acquisition integration - Veloxis Asahi Kasei has a long - established global presence and a proven track record of completing substantial acquisitions with successful post - acquisition integration – In 2020, Asahi Kasei Corp acquired Veloxis Pharmaceuticals (“ Veloxis ”), listed in Denmark, headquartered in Cary, North Carolina, USA, a fully integrated specialty pharmaceutical company – Veloxis is committed to improving the lives of transplant patients and is focused on the global development and commercialization of medications utilized by transplant patients and by patients with serious related diseases – Its lead product, ENVARSUS XR, is indicated for the prophylaxis of organ rejection in kidney transplant patients. It generated sales worth ~ $220m in 2023, an ~19% increase over 2022
5 Rationale for the transaction Asahi Kasei is focused on building a global nephrology franchise and has recognized the exceptional capabilities and skills of Calliditas’ management and staff We are highly complementary to their existing geographic and therapeutic areas, and their track record in post transaction integration makes them an excellent partner for us This offer is about growth, with a focus on providing innovative medicines to patients with renal disease as well as adding a late - stage pipeline Through the offer, Asahi Kasei will: – solidify its presence in the U.S. market by expanding its sales structure for renal and autoimmune disease fields – establish a presence in Europe, initially focused on R&D activities – expand the breadth of opportunities that leverage its platform as a global pharmaceutical company
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