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2015-04-20

Weifa ASA : Separation of Consumer Health and B2B - detailed announcement

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR
INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES

Oslo, 20 April 2015

Reference is made to Weifa ASA's ("Weifa"
or the"Company"
) announcement on 13 March 2015 regarding the Board of Directors proposal to
separate the Company's consumer health and business-to-business (B2B)
operations through a sale of its B2B business and tablet production ("B2B
Assets"
) to the newly established company Vistin Pharma AS (the"Business Sale"
).

The proposed Business Sale was approved by the shareholders of Weifa at the
extraordinary general meeting held on 16 April 2015, and on 17 April 2015,
the Company's subsidiary Weifa AS entered into a business transfer agreement
with Vistin Pharma AS, under which Vistin Pharma AS will acquire the B2B
Assets from Weifa AS for a total cash consideration of NOK 120 million.

The Business Sale is expected to be completed on or about 1 June 2015.

The Business Sale
The B2B Assets will be sold to the Company's subsidiary Vistin Pharma AS for a
total cash consideration of NOK 120 million. Weifa has established Vistin
Pharma ASA ("Vistin Pharma"
), for the purpose of being the holding company for Vistin Pharma AS. Vistin
Pharma will apply for listing of its shares on Oslo Axess on 23 April 2015.
Immediately prior to listing on Oslo Axess, the existing shares in Vistin
Pharma, owned by Weifa, will be redeemed so that Weifa is left with no
ownership in Vistin Pharma.

The Business Sale is conditional upon the Board of Directors of Oslo Børs
approving the listing of the shares issued by Vistin Pharma on Oslo Axess.

Vistin Pharma will conduct an equity issue of approximately NOK 170 million
(the"Equity Issue"
), which will result in net proceeds of approximately NOK 162 million. NOK 120
million of the net proceeds will be paid to Weifa, as consideration for the
B2B Assets, and approximately NOK 42 million will be used for working capital
and general corporate purposes. The Equity Issue is fully guaranteed,
primarily by large existing shareholders of Weifa. The underwriters will
receive a guarantee commission of 2% of their guaranteed amount, subject to
completion of the Equity Issue.

A prospectus for Vistin Pharma will be published prior to the subscription
period for the Equity Issue, which is expected to commence on or about 26
May, and an information memorandum for Weifa will be published pursuant to
continuing obligations of stock exchange listed companies.

The B2B Assets will be transferred to Vistin Pharma on or about 1 June.

In connection with the Business Sale, Weifa has entered into a consultancy
agreement with Gross Management AS ("GM"), pursuant to which GM shall provide
services and advice relating to the restructuring of Weifa AS and execution
of the Business Sale and Equity Issue. For these services, GM shall be
entitled to a fee of NOK 2 million, provided the Business Sale is completed.
GM is controlled by Mr Glen Rødland and Mr Øystein Stray Spetalen, who are
board members of Weifa. The consultancy agreement was approved by the
shareholders of Weifa at the extraordinary general meeting held on 16 April
2015.

Strategic rationale
The separation will allow the two companies to pursue their own strategic
agenda, and represents a logical step in creating two companies with clear
investment stories:

* Weifa - a pure consumer brand player with leading category positions
* Vistin Pharma - a strong pharmaceutical investment case with key positions
and growth potential in the international metformin and opioids market
("API" ), and a strong fundament to create a highly efficient contract
management organisation

The Board of Directors of Weifa considers that the proposed separation is in
the best interests of both Weifa and Vistin Pharma, and will result in a
stronger future for both the current consumer health and API activities of
the Company. In particular, the Board of Weifa considers that the profile and
potential risks and rewards of Vistin Pharma, as an API company, will be
better understood as a standalone listed business. Weifa will continue its
focus as a consumer health company.

Vistin Pharma:
Vistin Pharma will be a leading international producer and supplier of active
pharmaceutical ingredients (API) for diabetes medicine (metformin) and
opiates for use in pain relief and cough medicine, and a contract
manufacturer (CMO) of finished dose tablets. The company will sell its
products to leading pharmaceutical companies worldwide.

On 17 April 2015 Vistin Pharma entered into a five year contract manufacturing
agreement with Weifa AS for the production of all tablets currently produced
internally by Weifa. This includes key brands within the consumer health pain
segment, such as Paracet and Ibux.The CMO agreement has a duration of five
years, with option for extension. Vistin Pharma will further continue to
develop its CMO business through its know-how, competencies and production
capacity to attract new CMO agreements with external parties, most likely in
combination with internally produced API.

The majority of the management team of Vistin Pharma will be made up of
current members of the management team of Weifa ASA, and will take on their
new positions in Vistin Pharma when the Business Sale has been completed. The
management team will consist of the following; Kjell-Erik Nordby (CEO),
Gunnar Manum (CFO), Valborg Godal Vold (VP Sales and Marketing), Liesl
Hellstrand (VP HR), Gitte Jensen Wegge (VP Operations) and Hilde Merete Næss
(VP Quality Assurance).

Following the listing on Oslo Axess, the Board of Directors of Vistin Pharma
will consist of Ole Enger (chairman), Øystein Stray Spetalen, Kathrine
Gamborg Andreassen, Einar J. Greve and Ingrid Leisner.

Vistin Pharma will employ approximately 150 people. The company will be
headquartered in Oslo, with two manufacturing plants in Kragerø (Gruveveien
and Fikkjebakke).

Vistin Pharma will at the time of listing have approximately NOK 42 million in
cash and no interest-bearing debt.

As the B2B Assets have not been subject to separate financial reporting there
are no stand-alone historical information for the B2B Assets. In connection
with the listing prospectus, the Company will prepare audited carve-out
financial statements for the B2B Assets for the financial years 2014 and
2013.

In connection with the underwriting of the Equity Issue, the Guarantors
received the following information regarding full-year 2015 estimates for
Vistin Pharma on a stand-alone basis:

* Revenue: NOK 387 million
* EBITDA: NOK 31 million

Note that these figures are management estimates only, and thus may be subject
to change, and have not been and will not be subject to audit or review.

The net book value at 31 December 2014 of the assets and liabilities
transferred in connection with the Business Sale is approximately NOK 120
million.

Weifa ASA:
Weifa will continue to strengthen its category leading positions within
consumer health ("over the counter" or "OTC"). Weifa's product portfolio
includes well-known Norwegian brands such as Paracet, Ibux and Paralgin
Forte. Weifa will continue to pursue its strategy of being a category captain
in pain relief and among the top three in the cough and cold category.
Following the separation, Weifa will be well positioned to develop its
position further and aim to be a pan-Nordic consumer health company.

Weifa's VP Consumer Health, Kathrine Gamborg Andreassen, will take on the
position as CEO of Weifa following the Business Sale.

The number of employees in Weifa following the Business Sale will be
approximately 30.

Equity Issue
The fully underwritten Equity Issue will be completed in two tranches, i) a
~NOK 155 million tranche directed towards the existing shareholders of Weifa
(the"Rights Offering"
), and ii) a NOK 15 million tranche offered to employees and board members in
Vistin Pharma (the"Employee Offering"
).

The Rights Offering will be directed towards the shareholders of Weifa, as per
a date to be determined (the"Ex-Date")
, expected on or about 19 May 2015. The shareholders of Weifa will receive
subscription rights in relation to their shareholding in Weifa as of the
Ex-Date. One subscription right will give the right to subscribe for and be
allocated one new share. The subscription rights will be tradable and
oversubscription will be allowed.

The Employee Offering will, in order to align the interest of employees and
board with the interests of the shareholders, be directed towards the
employees and board members of Vistin Pharma, at the same issue price as in
the Rights Offering.

Indicative timeline and key events:

* Last day of trading in the Weifa share inclusive the right to receive
subscription rights in Vistin Pharma: On or about 19 May
* Transfer of the B2B Assets from Weifa to Vistin Pharma: On or about 1 June
* Subscription period: Late May/early June
* First day of trading in the Vistin Pharma shares on Oslo Axess: On or about
10 June

The indicative timeline is subject to adjustments.

Carnegie acts as sole financial advisor in connection with the Business Sale
and the Equity Issue.

Contacts:

Kjell-Erik Nordby
CEO
+47 913 64 280
Kjell-erik.nordby@weifa.no

Gunnar Manum
CFO
+47 951 79 190
gunnar.manum@weifa.no

About Weifa ASA:
Weifa ASA (formerly Aqualis ASA) has, through the recent acquisition of Weifa
AS, become Norway's leading fully-integrated pharmaceutical company and a
major supplier of active ingredients to the international pharmaceutical
industry. Weifa currently has approx. 180 employees, is headquartered in Oslo
and has two manufacturing plants in Kragerø in southern Norway. Weifa's
Consumer Health business holds well-known Norwegian brands such as Paracet,
Ibux and Paralgin Forte.

This information is subject to the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.

---------------------------------------

This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Weifa ASA via Globenewswire

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