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Proposed Disposal of Farmalider
Ascendis Health Limited
(Incorporated in the Republic of South Africa)
(Registration number 2008/005856/06)
JSE Share Code: ASC
ISIN: ZAE000185005
(“Ascendis Health” or the “Company” or “the Group”)
PROPOSED DISPOSAL OF FARMALIDER
1. INTRODUCTION
Shareholders of Ascendis Health (“ASC Shareholders”) are referred to the announcements published on
12 May 2021 and 23 June 2021 regarding certain proposed transactions, including for the recapitalisation
of Ascendis Health (“the Group Recapitalisation Announcements”). Terms defined in the Group
Recapitalisation Announcements bear the same meaning in this announcement.
In terms of the RSA, the Group’s 49% interest in Farmalider, S.A. (“Farmalider”) was to be included as part
of the Disposal Group. The Forbearance Creditors have instead consented to the separate disposal thereof
and ASC Shareholders are advised that a sale of shares agreement (“SPA”) has been concluded between
Ascendis Health Spain Holdings, S.L.U. (“the Seller”), being a wholly-owned subsidiary within the Group,
and MMC International Health Holding, S.L.U (“the Purchaser”), for the disposal of the Seller’s 49%
interest in Farmalider (the “Sale Shares”) (“the Disposal”). The Disposal is subject to the fulfilment of the
conditions precedent detailed in paragraph 4.2 below.
2. NATURE OF THE FARMALIDER BUSINESS
Farmalider is a Spanish pharmaceutical company that develops, licences and supplies mainly generic and
Over-the-Counter products to a range of multinational companies. Headquartered in Madrid, Spain,
Farmalider typically out-licenses and supplies differentiated products either from their own factory or
from within their network of suppliers. Farmalider owns more than 150 products and holds marketing
authorisations in several countries, with the core of its operations being in Europe. Ascendis Health
acquired its interest in 2015.
Farmalider’s products target mainly the pain relief therapeutic area with key molecules consisting of
combinations of paracetamol, ibuprofen and tramadol. Farmalider also competes in other therapeutic
areas such as cardiovascular, antibiotics, osteoporosis, anti-virals and anti-depressants.
3. RATIONALE FOR THE DISPOSAL AND USE OF PROCEEDS
The Company’s board of directors has previously communicated its commitment to reduce the Group’s
unsustainable debt levels. To that end the Company will use the net proceeds from the Disposal to reduce
the Group’s debt.
As part of the Disposal, Ascendis Pharma will gain indefinite and exclusive access to Farmalider’s portfolio
of products for 14 Southern African Development Community countries (including South Africa) and 11
other African countries. A licence and supply agreement will be entered into between the Company,
Ascendis Pharma, one of the Company’s remaining South African businesses, and Farmalider before the
closing of the Disposal to secure intellectual property rights for Ascendis Pharma in respect of the
aforementioned products on a royalty-free basis. Once approved by the South African Health Products
Regulatory Authority, which is typically a two- to four-year process, Ascendis management believes that
the addition of this product pipeline will enhance the value of the Ascendis Pharma business.
4. SALIENT TERMS OF THE DISPOSAL
4.1. Purchase Consideration
The Seller will sell the Sale Shares to the Purchaser for a cash consideration equal to EUR4,975,462.04
(four million nine hundred and seventy five thousand four hundred and sixty two euro and four euro
cents).
4.2. Conditions Precedent
The Disposal is subject to the fulfilment or waiver (to the extent permissible) of the conditions precedent
contained in the SPA, including:
– the Seller obtaining the written approval of the Company’s lenders under the existing bank
facilities, of the sale and transfer of the Sale Shares contemplated by the SPA;
– to the extent required, the Financial Surveillance Department of the South African Reserve Bank
approving the sale and transfer of the Sale Shares contemplated by the SPA; and
– the finalisation of a licence and supply agreement between the Company and Farmalider, by no
later than 2 July 2021,
(collectively, the “Conditions Precedent”).
4.3. Closing Date
The Disposal will be implemented on the Closing Date, which is expected to take place within 10 business
days from the date of fulfilment of the Conditions Precedent referred to in paragraph 4.2 above.
4.4. Other Significant Terms
The SPA contains certain representations and warranties which are standard for a transaction of this
nature.
The net asset value of Farmalider as at 31 December 2020, being the date of the last unaudited (six-month
interim) financial information of Farmalider, was R329,097,775 (EUR18,313,296). The unaudited profit
after tax attributable to Farmalider for the six months ended 31 December 2020 was R20,670,270
(EUR1,097,174).
The Disposal meets the definition of a category 2 transaction as contemplated in the JSE Listings
Requirements.
The Company is aware that there continues to be considerable speculation regarding the Group
Recapitalisation and the potential consequences thereof. The Company would like to remind Shareholders
that they should continue to base their investment decisions regarding Ascendis Health shares on
announcements published by the Company itself and not on information from other sources, which may
not necessarily be accurate or based on a complete set of facts.
ASC Shareholders are referred to the Group Recapitalisation Announcements and are advised to continue
to exercise caution when trading in their Ascendis Health shares until a further announcement is made.
25 June 2021
Bryanston
Transaction Sponsor and Regulatory Advisor
Questco Corporate Advisory Proprietary
Date: 25-06-2021 05:20:00
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