Funds advised by Citi Venture Capital International (“CVCI”, through the legal entities Citigroup Venture Capital International Jersey Limited and Baltic Pharma Limited), Invalda AB (“Invalda”) (www.invalda.com), Amber Trust II S.C.A (“Amber”) and certain other persons (together the “Controlling Shareholders”), announce that they have entered into binding definitive documentation for the sale of their 87.2 % controlling shareholding in Sanitas AB (“Sanitas” or the “Company”) to Valeant Pharmaceuticals International, Inc. (“Valeant”) (NYSE:VRX) (www.valeant.com).
Valeant is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of neurology, dermatology and branded generics globally. Valeant’s market capitalisation stands at over USD 14 billion.
The proposed consideration from Valeant represents an enterprise value for the Company of EUR 365 million including the assumption of Sanitas’ net debt, resulting in a price of approximately EUR 10.00 per share. This represents a premium of approximately 80 % to the closing price at 23 May 2011.
Completion is subject to obtaining customary conditions including competition clearances. Following completion, Valeant will be obliged under Lithuanian takeover rules to make an offer to acquire the remaining shares in Sanitas from the minority shareholders.
Commenting on the transaction, Sunil Nair, CVCI’s Head for Europe, Middle East, Africa and India said: “We are delighted to have helped in the transformation of Sanitas over the last five years into a leading, high quality specialty pharmaceutical company. This has been achieved under the leadership of a very competent management team. The acquisition by Valeant is evidence of Sanitas’ achievements. We are convinced that Sanitas will go from strength to strength under the stewardship of its new owners.”
Following signing of the share sale agreement, Darius Sulnis, President, Invalda, said: “We are very proud of Sanitas’ achievements. Starting as a small, Lithuanian based-company, the consortium of investors has helped build a leading independent regional speciality pharmaceutical company operating across Poland, Russia and Central and Eastern Europe (CEE). The offer from Valeant for our Sanitas shares represents a landmark transaction in the recent past for the Baltic region. We believe we have secured an attractive price and are pleased that minority shareholders will also benefit from the agreement signed today, when the tender offer is launched.”
Kustaa Aima, Chairman of the Management Board of Amber commented: “This transaction underlines the very positive outlook for the markets of Poland, the Baltic States and the wider Central and Eastern European region. Sanitas illustrates what the best companies in the region can achieve with top quality management, deep market knowledge, quality manufacturing and versatility.”
Ashwin Roy, CVCI Director and Chairman of the Sanitas Board, said: “On behalf of the Board I would like to thank the management and employees of the Company for their dedication, commitment and effort, which has led to considerable value creation. We believe that the Company and its employees in Lithuania, Poland and the wider CEE region will benefit from the continued development under its new owners.”
Saulius Jurgelenas, CEO of Sanitas, commented as follows: “Valeant and Sanitas businesses in Central and Eastern Europe are highly complementary. Combining the product portfolios of the two companies will create a substantial branded generics business and provide Sanitas a number of new growth opportunities. We look forward to the integration of the Sanitas and Valeant businesses in a way that will capture mutual benefits for the Company, its customers and its employees in all our markets going forward.”
Jefferies International Limited acted as sole financial adviser to Sanitas. Raidla Lejins & Norcous and Freshfields Bruckhaus Deringer acted as legal counsel to Sanitas.
This announcement does not constitute a recommendation to shareholders or potential investors.
About Sanitas AB
Sanitas (www.sanitasgroup.com) is a pharmaceutical company operating in attractive specialty therapeutic areas in branded, high-growth markets of Central and Eastern Europe and Russia. Its activities are integrated across formulation development and registration, manufacturing and sales and marketing. It was founded in 1922 in Kaunas, Lithuania, and is listed on NASDAQ OMX Vilnius. Over the period 2003-2006, the Controlling Shareholders invested in the company and enabled its transformational acquisition of Jelfa SA in Poland and its continuing investment in modern manufacturing facilities and sales and marketing organisation. In 2010, Sanitas had sales of EUR 98.3 million.
About CVCI
CVCI is a leader in global emerging markets private equity investing, and currently manages over USD 7 billion in equity investments and committed capital. CVCI has an internationally integrated investment team with over 45 professionals worldwide with a local presence in Singapore, Mumbai, New Delhi, Hong Kong, London, New York, Tokyo and Santiago. Since 2001, private equity funds advised by CVCI have been active investors in CEE.
CVCI is part of Citi Capital Advisors, an alternative asset management platform that offers a broad range of innovative strategies and products to select institutional and ultra-high-net-worth investors.
About Invalda AB
Invalda AB is one of the major Lithuanian investment companies whose primary objective is to steadily increase the investor equity value. For the purpose of attainment of this objective Invalda actively manages its investments, exercising control or significant influence over target businesses.
The largest part of Invalda Group activities are performed in Poland and Lithuania. Invalda’s shares have been listed since December 19, 1995 (then the National Stock Exchange of Vilnius, Lithuania). From the January 1, 2008 the company’s shares have been on the Main List of NASDAQ OMX Vilnius stock exchange.
About Amber Trust II S.C.A
Launched in January 2005, Amber Trust II S.C.A. is a EUR 150 million buyout / private equity fund for global blue-chip investors. The fund’s objective is to generate long-term capital gains by making investments primarily in the Baltic States, and to a lesser degree elsewhere in the region, including Russia. Amber Trust II S.C.A. is domiciled in Luxembourg and regulated by Luxembourg’s Commission de Surveillance du Secteur Financier. Danske Capital, Sampo Bank and Firebird Private Equity Advisors LLC act as joint investment advisors with equal rights and responsibilities.
Amber II was established to capitalise on the impressive macroeconomic growth that has accompanied the Baltic States as they proceed toward increased political, economic and legal integration with Western Europe. Amber II has completed its investment program and is in the process of seeking exits.