Asahi Kasei to Acquire Calliditas Therapeutics AB to Accelerate Growth as a Global Healthcare Company

Asahi Kasei Corp. recently announced it will offer the shareholders of Calliditas Therapeutics AB to acquire the shares of the pharmaceutical company Calliditas for the purpose of making Calliditas a wholly owned subsidiary of Asahi Kasei (the Acquisition) through a voluntary tender offer for Calliditas (the Tender Offer). The Tender Offer will also include a concurrent offer by Asahi Kasei to acquire all American Depositary Shares (ADS), each representing two shares in Calliditas, which will be conducted pursuant to the securities rules of the US.

Asahi Kasei will offer to acquire all of the ordinary shares of Calliditas, which are listed on Nasdaq Stockholm, and American Depositary Shares of Calliditas, which are listed on Nasdaq Global Select Market and each represent two ordinary shares, offering SEK 208 per share (approximately JPY 3,076) (Note 1) to the shareholders of Calliditas and SEK 416 to the holders of American Depositary Shares of Calliditas, through the Tender Offer for the purpose of making Calliditas a wholly-owned subsidiary of Asahi Kasei. BVF Partners, Linc AB and Stiftelsen Industrifonden (the three largest holders of shares and ADSs in Calliditas) as well as other large shareholders and ADS holders who in aggregate control 44.65% of all shares (Note 2) Calliditas have irrevocably undertaken to accept the Offer, subject to customary conditions, in support of the Tender Offer at a price of SEK 208 per share for their shares. The Tender Offer has been approved by the Board of Directors of Asahi Kasei and the Board of Directors of Calliditas recommends the shareholders and holders of American Depositary Shares of Calliditas to accept the Tender Offer. Asahi Kasei aims to acquire Calliditas for the total equity value of approximately SEK 11.8 billion (approximately JPY 174 billion). The closing of the Acquisition is subject to the satisfaction of customary closing conditions, including antitrust and foreign direct investment clearances.

(Note 1) SEK 1 = JPY 14.7906 exchange rate as of May 27, 2024. Using the same FX rate in this release

(Note 2) Calculated using total ordinary shares outstanding (53,672,069 shares excluding treasury stock) as of December 31, 2023.

1. Significance of the Acquisition

(1)  Position of the Health Care sector for Asahi Kasei

Asahi Kasei expects that the health care industry will continue to exhibit stable growth in developed countries which are addressing the needs of aging population and is a crucial industry for Asahi Kasei as well. Asahi Kasei has significant experience, expertise, and resources in this area. Under the mission of “Improve and save patients’ lives”, Asahi Kasei has worked towards seizing a wide range of business opportunities in both pharmaceuticals and medical devices to drive the Asahi Kasei Group’s profit growth through both organic growth of existing businesses and aggressive investment. Asahi Kasei has realized a strong inorganic growth by obtaining Critical Care business through the acquisition of ZOLL in 2012 and the US pharmaceutical business through the acquisition of Veloxis in 2020. Both ZOLL and Veloxis have since experienced strong organic growth, portrayed by a revenue CAGR of 13% in Health Care sector since 2011, with income growing at an even faster rate. As a result, Health Care business has become one of the core businesses of Asahi Kasei and it has been leading a sustainable growth of Asahi Kasei Group. In the fiscal year 2023, Health Care business accounted for 20% of Asahi Kasei’s net sales and 34% of its operating income.

(2)  Background and reasons for the Offer

Asahi Kasei, especially the pharmaceutical business in Health Care sector, aims to expand its businesses globally through specializing in the areas of immunology, transplantation, and adjacent diseases. In its “Be a Trailblazer” medium-term management plan 2024, Asahi Kasei established the 10 Growth Gears (GG10), which target businesses that will drive the next stage of growth, including Asahi Kasei’s pharmaceutical business. Since then, Asahi Kasei has been aiming to accelerate the growth of the pharmaceutical business as a “Global Specialty Pharma”.

Asahi Kasei continues to focus on maximizing the potential of Veloxis while pursuing additional opportunities globally, with a focus on the US market. Asahi Kasei has been seeking acquisition targets that contribute to its pharmaceutical growth strategy.

Calliditas is a differentiated specialty pharmaceutical company focused on treating unmet medical needs, with a strong track record of drug development and commercialization led by a highly regarded management organization. Calliditas’ product, TARPEYO, is highly complementary to Asahi Kasei’s existing geographic and therapeutic areas and treats a rare disease called IgA nephropathy, currently the only fully approved product shown to reduce the loss of kidney function in adults with primary immunoglobulin A nephropathy who are at risk for disease progression.

Asahi Kasei strongly believes this transaction will accelerate its transformation into a global specialty pharmaceutical business by unlocking the potential of existing business operations and human resources of Calliditas.

Asahi Kasei aims to achieve the following outcomes through the acquisition of Calliditas:

• Solidifying its presence in the US market by expanding its in-house sales structure for renal and autoimmune disease fields
• Establishing a presence in Europe, initially focused on R&D activities
• Expanding breadth of in-licensing and new drug development pipeline opportunities that leverage our expanded platform as a “Global Specialty Pharma”

1. Overview of the Acquisition

• (1) Offeror:

Asahi Kasei Corporation

• (2) Target Company:

Calliditas Therapeutics AB

• (3) Offer Period (Expected):

Commencement of the acceptance period of Tender Offer: July 18, 2024

The acceptance period of the Tender Offer is expected to commence as soon as the Tender Offer document is approved by the Swedish Financial Supervisory Authority (SFSA).

Documentation in connection with the commencement of the Tender Offer to acquire ADSs in the United States will be filed with the US Securities and Exchange Commission concurrently with the documentation submitted in Sweden.

• (4) Offer Price:

SEK 208 per share (approximately JPY 3,076) and SEK 416 per American Depositary Share (SEK 1 = JPY 14.7906 exchange rate as of May 27, 2024)

The price per American Depositary Share equals the price per share multiplied by two because each American Depositary Share represents two shares in Calliditas.

The Offer represents a premium of:

• 83% compared to the closing price of the Calliditas’ shares on Nasdaq Stockholm on 27 May 2024 (which was the last trading day prior to the announcement of the Offer) of SEK 113.6;
• 83% compared to the volume weighted average price of the Calliditas’ shares on Nasdaq Stockholm during the 30 latest trading days up to and including 27 May 2024 of SEK 113.4; and
• 74% compared to the closing price of the ADSs on Nasdaq Global Select Market on 24 May 2024 of USD 22.42, and 91% compared to the volume weighted average price of the ADSs on Nasdaq Global Select Market during the 30 latest trading days up to and including 24 May 2024 of USD 20.42 (Note 3).

(Note 3) USD 1 = SEK 10.64281 exchange rate as of May 27, 2024.

• (5) Total Consideration:

The Offer values all outstanding shares in Calliditas at approximately SEK 11.8 billion or JPY 174 billion (based on 53,672,069 shares in Calliditas). The Offer consideration payable to shareholders of Calliditas or holders of ADSs that accept the Offer is financed in full by cash on hand.

• (6) Minimum Acceptance Level:

The completion of the Tender Offer is subject to minimum acceptance representing more than 90% of the number of the total ordinary shares of Calliditas (excluding treasury shares). Asahi Kasei has reserved the right to waive, in whole or in part, one or more of the closing conditions for the Tender Offer, including to complete the Tender Offer at a lower acceptance level.

• (7) Financial Advisors

MTS Health Partners LP and Goldman Sachs Japan Co., Ltd. are serving as the financial advisor to Asahi Kasei on the transaction.

• (8) Legal Advisors

Gernandt & Danielsson Advokatbyrå and Cleary Gottlieb Steen & Hamilton are serving as the legal advisers to Asahi Kasei in connection with the transaction.

• (9) More information about the Tender Offer

For more information about the Tender Offer, including its complete terms and conditions, please see refer to the formal Tender Offer announcement, which is available at www.asahi-kasei.com/announcement/01.html.