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Aspreva to be Acquired by Galenica For US$915 Million
All-Cash Transaction Valued at US$26.00 Per Share
VICTORIA, Oct. 17 /PRNewswire-FirstCall/ - Aspreva
Pharmaceuticals Corporation (NASDAQ: ASPV - News; TSX: ASV -
News) today announced that it has entered into a combination
agreement with Galenica Group (SWX: GALN - News) under which
Galenica, through a wholly-owned Canadian subsidiary, will
acquire all of Aspreva's outstanding shares at a price of
US$26.00 per share in cash. The total value of the transaction
is approximately US$915 million. This all-cash transaction for
100 per cent of the company's shares represents a 16 per cent
premium over Aspreva's closing price on October 16th, 2007 and a
24 per cent premium over the 30-day average trading price of
Aspreva shares.
Aspreva will host a conference call on October 18th, 2007, at
10:00 a.m. PT/ 1:00 p.m. ET to discuss the proposed acquisition.
The transaction was unanimously approved by Aspreva's Board of
Directors on October 17th, following receipt of the
recommendation of a Special Committee of the Board. Aspreva's
Board has also resolved to recommend to shareholders that they
vote in favor of the transaction. In determining to recommend
the transaction to Aspreva shareholders, the Board of Directors
considered a number of factors and received opinions from the
company's financial advisors, Lazard and Lehman Brothers Inc.,
to the effect, and subject to the assumptions and conditions set
forth in such opinions, that the consideration to be received by
the holders of Aspreva common shares in the transaction is fair
to such holders from a financial point of view.
About the Transaction
The transaction will be carried out by way of a statutory plan
of arrangement under Section 288 of the British Columbia
Business Corporations Act, and must be approved by the
applicable court and by 66 2/3 per cent of the votes cast by
holders of Aspreva shares. The completion of the transaction is
also subject to customary closing conditions, including
regulatory approvals. The transaction is expected to close on
January 3rd, 2008, shortly after receipt of shareholder and
court approvals.
Details regarding these and other terms of the transaction are
set out in the Combination Agreement, which will be filed by
Aspreva on the Canadian SEDAR website at www.sedar.com and on
the U.S. Securities and Exchange Commission's website at
www.sec.gov. Further information regarding the transaction will
be contained in a proxy circular that Aspreva will mail to
holders of common shares in connection with the special meeting
of shareholders to be held to approve the transaction. It is
expected that these materials will be mailed in November 2007
for a meeting to be held in December 2007. Once mailed, the
proxy circular will be available at www.sedar.com and
www.sec.gov. All shareholders are urged to read the proxy
circular once it is available.
Shareholder Support Agreements
Aspreva's directors and officers, as well as Aspreva's largest
shareholder, who collectively hold approximately 30 per cent of
the outstanding common shares of Aspreva, have entered into
agreements with Galenica to vote their shares in favor of the
transaction, subject to their ability to withdraw such support
in the event that the Combination Agreement is terminated,
including where an unsolicited superior competing proposal is
made by another bidder and accepted by Aspreva.
Financial and Legal Advisors
Lazard and Lehman Brothers Inc. are acting as financial advisors
to Aspreva with respect to the arrangement. Aspreva's Canadian
legal advisors are McCarthy Tetrault LLP, its US legal advisors
are Cooley Godward Kronish LLP and its corporate counsel Farris,
Vaughan, Wills & Murphy LLP.
Conference Call
Aspreva will host a conference call on Thursday, October 18,
2007 at 10:00 a.m. Pacific Time (1:00 p.m. Eastern Time).
Dial-in information:
North America (toll free): 1-800-591-6942
International: 1-617-614-4909
Enter passcode: 42424615
The call will be available for replay until Thursday, October
26th, by calling 1-888-286-8010 (North America) or
1-617-801-6888 (International) and entering the pass code
63308627.
A live webcast will also be available to all interested parties
on Aspreva's website:
www.aspreva.com.
Please click on the "Webcasts and Events" link under the
Investors section. A replay of the webcast will be available
until January 19, 2008.
About Galenica
Galenica is a diversified group, active throughout the
healthcare market which, among other things, develops,
manufactures and markets pharmaceutical products, runs
pharmacies, provides logistical services and access to databases
and sets up networks. The Galenica Group enjoys a leading
position in all its areas of activity - pharmaceutical
manufacturing, pre-wholesaling, distribution, healthcare
information and retailing. A large part of the Group's income is
generated by international operations. For more information
please visit
www.galenica.com
About Aspreva
Aspreva is a global pharmaceutical company focused on
identifying, developing, and, upon approval, commercializing
evidence-based medicines for patients living with less common
diseases. Aspreva common stock is traded on the NASDAQ Global
Select Market under the trading symbol ASPV and on the Toronto
Stock Exchange under the trading symbol ASV. Learn more about
the company at
www.aspreva.com
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