Comment from Recipharm’s board of directors regarding the public offer from Roar BidCo and correction of error in convertible bond terms
On 14 December 2020, EQT IX, through Roar BidCo AB (the “Offeror”), announced a public offer of SEK 220 in cash per share to the shareholders of Recipharm AB (publ) (”Recipharm”) and SEK 1,427,010 per Recipharm convertible bond with a nominal value of SEK 1,000,000 (the “Offer”).
Lars Backsell, chairman of the board of Recipharm, and Thomas Eldered, board member and CEO of Recipharm, are shareholders of Recipharm and are participating with EQT IX in the Offer. They will contribute their shares in Recipharm to the Offeror upon completion of the Offer. Lars Backsell and Thomas Eldered currently (via companies) hold shares representing in aggregate approximately 74.3 per cent of the votes and 25.7 per cent of the shares in Recipharm.
Further information regarding the Offer is available in the Offeror’s press release issued today, 14 December 2020. An offer document is expected to be published by the Offeror on or around 17 December 2020. See also www.eqtgroup.com/pe-bidpage1. The acceptance period for the Offer is expected to end on or around 12 February 2021.
The board of directors of Recipharm has appointed Carnegie Investment Bank AB (publ) as financial advisor and Vinge as legal advisor in connection with the Offer. The board has also engaged Öhrlings PricewaterhouseCoopers AB to provide a fairness opinion regarding the Offer. The board of directors, together with its advisors, will evaluate the Offer and will publish its opinion on the Offer at the latest two weeks prior to the end of the acceptance period. The board of directors has elected board member Anders G. Carlberg to chair the board’s work in relation to the Offer.
Anders G. Carlberg, chairman of the independent board of Recipharm commented: “We have had a dialogue for some time regarding a possible offer from EQT, Backsell and Eldered. The board will now thoroughly evaluate the offer and present its opinion to the shareholders in due course.”
Recipharm intends to publish its January-December 2020 financial report, or preliminary financial data for January-December 2020, before the end of the acceptance period for the Offer. Recipharm will update its financial calendar once a new date for the report has been set.
Correction of Error in Terms of the Convertible Bonds
In 2016, Recipharm issued convertible bonds, listed on the Frankfurt Stock Exchange, Open Market.
Due to an administrative mistake when the convertible bonds were issued, the final convertible bond terms and conditions contain an error. The effect of the error is that the formula to be used to calculate the conversion price adjustment in the event of a “change of control event” (or a “free float event”) does not correctly reflect the formula presented to investors when the convertible bonds were issued or the commercial intention when the convertible bonds were issued.
Recipharm intends to correct the error following the procedures included in the terms and conditions of the convertible bonds, which may entail a process involving the trustee administering the convertible bonds or approval from the bondholders. Recipharm expects the process of correcting the formula to be finalized in advance of the expiry of the acceptance period for the Offer. Completion of the Offer is conditional, among other things, on the correction being made.
Stockholm, 14 December 2020
Recipharm AB (publ)
The Board of Directors
For further information, please contact:
Anders G. Carlberg, chairman of the independent board of Recipharm
By phone: +46 70-543 75 76
This is information that Recipharm AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out above, at 07:05 CET on 14 December 2020.
Recipharm is a leading Contract Development and Manufacturing Organisation (CDMO) in the pharmaceutical industry employing almost 9,000 employees. Recipharm offers manufacturing services of pharmaceuticals in various dosage forms, production of clinical trial material and APIs, pharmaceutical product development and development and manufacturing of medical devices. Recipharm manufactures several hundred different products to customers ranging from big pharma to smaller research and development companies. Recipharm’s annual turnover is approximately SEK 11 billion. The company operates development and manufacturing facilities in France, Germany, India, Israel, Italy, Portugal, Spain, Sweden, the UK and the US and is headquartered in Stockholm, Sweden. The Recipharm B-share (RECI B) is listed on Nasdaq Stockholm.
For more information on Recipharm and our services, please visit www.recipharm.com
 Board members Lars Backsell and Thomas Eldered have not participated and will not participate in the Board’s handling of or decisions regarding the Offer.
For more information about the Offer, please see: www.eqtgroup.com/pe-bidpage1