This strategic acquisition, valued at approximately SEK 11.8 billion (around $1.1 billion), aims to make Calliditas a wholly owned subsidiary, significantly boosting Asahi Kasei's international footprint.
With shareholders offered SEK 208 ($20) per share and SEK 416 ($39) per ADS, and major stakeholders already on board, this deal is poised to revolutionize Asahi Kasei's presence in key markets and drive forward its ambitious 'Be a Trailblazer' strategy for 2024.
Asahi Kasei will extend an offer to acquire all ordinary shares of Calliditas listed on Nasdaq Stockholm and all-American Depositary Shares (ADS) listed on Nasdaq Global Select Market, each representing two shares in Calliditas.
Major shareholders, holding a collective 44.65 percent of Calliditas shares, have committed to accept the offer.
Acquisition - voluntary tender offer
A spokesperson for Asahi Kasei said: “We recognize 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 acquisition highlights the importance of the healthcare sector for Asahi Kasei, which has substantial expertise and resources in this field. The company has a strong track record of growth in healthcare, illustrated by successful acquisitions such as ZOLL in 2012 and Veloxis in 2020, which have driven significant revenue and income growth. The healthcare business has become a core pillar for Asahi Kasei, accounting for 20 percent of net sales and 34 percent of operating income in the fiscal year 2023.
Global healthcare presence - Asahi Kasei
The acquisition aligns with Asahi Kasei's strategic goals under the ‘Be a Trailblazer’ medium-term management plan for 2024, which focuses on expanding its pharmaceutical business globally, particularly in immunology and transplantation. Calliditas, known for its focus on treating unmet medical needs and its successful drug development and commercialization, offers a compelling addition to Asahi Kasei’s portfolio. Calliditas' product, TARPEYO, which treats the rare disease IgA nephropathy, complements Asahi Kasei’s therapeutic areas and geographic reach.
The transaction promises several strategic benefits for Asahi Kasei. It will solidify the company's presence in the U.S. market, particularly in renal and autoimmune diseases, establish a foothold in Europe with a focus on research and development, and expand opportunities for in-licensing and new drug development.
Swedish Financial Supervisory Authority
Asahi Kasei has outlined the terms and conditions for the tender offer. The acceptance period is expected to begin on July 18, 2024, following approval from the Swedish Financial Supervisory Authority. The offer price represents significant premiums compared to recent trading prices of Calliditas shares and ADS. The acquisition's completion is contingent upon customary closing conditions, including antitrust and foreign direct investment clearances, and achieving a minimum acceptance level of over 90 percent of Calliditas’ ordinary shares.
Financial advisory for the transaction is provided by MTS Health Partners LP and Goldman Sachs Japan Co., Ltd., with legal advice from Gernandt & Danielsson Advokatbyrå and Cleary Gottlieb Steen & Hamilton.
This acquisition represents a significant step in Asahi Kasei’s journey to become a leading global specialty pharmaceutical company, leveraging Calliditas’ capabilities to enhance its growth and innovation in the healthcare sector.
