Notification on material event
SIGNING OF THE SHARE SALE AND PURCHASE AGREEMENT
Kaunas, Lithuania, 2011-05-24 07:49 CEST --
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”), today, Tuesday 24th May 2011, signed a definitive share sale and purchase agreement for the sale of their entire shareholding in the company to Valeant Pharmaceuticals International, Inc. (“Valeant”). Pursuant to the share sale and purchase agreement, Valeant will acquire up to 27,122,593 ordinary registered shares in Sanitas AB, representing 87.2% of its authorised capital. The transaction is subject to certain conditions that must be satisfied before it can be completed, including the approval of relevant competition authorities.
The purchase price for shares of the 87.2% shareholders payable at closing will be in the range from EUR 10.00 to EUR 10.18 per ordinary registered share of Sanitas AB. The share sale and purchase agreement provides for the possibility to adjust the price based on certain adjustments at closing, which is expected to take place no later than 30th September 2011.
Following the completion of the transaction, Valeant will be required, under the Lithuanian takeover regulations, to launch a mandatory takeover offer to acquire the remaining shares in Sanitas AB from the minority shareholders.
Sanitas AB will continue to carry out its ordinary day-to-day activities. Further announcements will be made when appropriate.
Jefferies International Limited acted as the sole financial advisor to Sanitas AB. Raidla Lejins & Norcous acted as legal counsel to Sanitas AB.
This announcement is also available on Sanitas AB’ website: www.sanitasgroup.com.
A person authorised to provide additional information: Mr. Saulius Jurgelėnas, Chief Executive Officer of Sanitas AB, phone number +370 686 67779.