Asahi Kasei to Acquire Calliditas Therapeutics AB to Accelerate Growth as a Global Healthcare Company
May 28, 2024 – Asahi Kasei Corp. (Head office: Chiyoda-ku, Tokyo; President: Koshiro Kudo; hereinafter “Asahi Kasei”) today announces that Asahi Kasei will offer the shareholders of Calliditas Therapeutics AB (Head office: Stockholm, Sweden.; CEO: Renée Aguiar Lucander; hereinafter “Calliditas”) to acquire the shares of the pharmaceutical company Calliditas for the purpose of making Calliditas a whollyowned subsidiary of Asahi Kasei (“the Acquisition”) through a voluntary tender offer for Calliditas (“the Tender Offer”). The Tender Offer will also include a concurrent offer by Asahi Kasei to acquire all American Depositary Shares (“ADS”), each representing two shares in Calliditas, which will be conducted pursuant to the securities rules of the United States.
Asahi Kasei will offer to acquire all of the ordinary shares of Calliditas, which are listed on Nasdaq Stockholm, and American Depositary Shares of Calliditas, which are listed on Nasdaq Global Select Market and each represent two ordinary shares, offering SEK 208 per share (approximately JPY 3,076) (Note 1) to the shareholders of Calliditas and SEK 416 to the holders of American Depositary Shares of Calliditas, through the Tender Offer for the purpose of making Calliditas a wholly-owned subsidiary of Asahi Kasei. BVF Partners, Linc AB and Stiftelsen Industrifonden (the three largest holders of shares and ADSs in Calliditas) as well as other large shareholders and ADS holders who in aggregate control 44.65 per cent of all shares (Note 2) Calliditas have irrevocably undertaken to accept the Offer, subject to customary conditions, in support of the Tender Offer at a price of SEK 208 per share for their shares. The Tender Offer has been approved by the Board of Directors of Asahi Kasei and the Board of Directors of Calliditas recommends the shareholders and holders of American Depositary Shares of Calliditas to accept the Tender Offer. Asahi Kasei aims to acquire Calliditas for the total equity value of approximately SEK 11.8 billion (approximately JPY 174 billion). The closing of the Acquisition is subject to the satisfaction of customary closing conditions, including antitrust and foreign direct investment clearances.