Kaunas, Lithuania, 2011-08-17 17:46 CEST (GLOBE NEWSWIRE) --
Reference is made to the public releases of 24th May 2011 announcing that Valeant Pharmaceuticals International, Inc. (“Valeant”) intends to acquire the entire 87.2% shareholding from the funds advised by Citi Venture Capital International (“CVCI”, through the legal entities Citigroup Venture Capital International Jersey Limited and Baltic Pharma Limited), AB Invalda (“Invalda”), Amber Trust II S.C.A. (“Amber”) and certain other persons (together, the “Controlling Shareholders”) and, following such acquisition, to launch a mandatory takeover offer to acquire the remaining shares in AB Sanitas from the minority shareholders (more information is available at: http://www.sanitasgroup.com/index.php/news/news/the-signature-date-of-the-share-sale-and-purchase-agreement-has-been-corrected/11468 and 8th June 2011 regarding the submission of the notification about the proposed transaction to the Polish Office for Competition and Consumer Protection (more information is available at: http://www.sanitasgroup.com/index.php/news/news/notification-of-the-proposed-transaction-to-competition-authoritires/11479).
AB Sanitas is pleased to announce that Valeant has received merger clearance from the Polish Office for Competition and Consumer Protection to proceed with its intended acquisition of AB Sanitas, thereby completing all clearance processes for the transaction. As announced on 11th July 2011 and 22nd July 2011, Valeant has also received unconditional merger clearance for the intended acquisition of AB Sanitas in all other jurisdictions where it was required, i.e. Ukraine and Lithuania (more information is available at: http://www.sanitasgroup.com/announcements/clearance-received-from-the-antimonopoly-committee-of-ukraine-/11529 ; http://www.sanitasgroup.com/announcements/clearance-received-from-the-competition-council-of-the-republic-of-lithuania/11539).
As at the date of this announcement all the conditions precedent to closing provided for in the Share Sale and Purchase Agreement of 23 May 2011 (the “Share Sale and Purchase Agreement”) have been fulfilled, the parties will now proceed to complete the transaction. Under the Share Sale and Purchase Agreement, closing should take place on the date falling the fifth business day after all the conditions precedent have been fulfilled (or waived) or on such other date as agreed by the parties. Following adjustment, the parties have agreed to fix the purchase price per sale share of AB Sanitas at EUR 10.06.
As mentioned before, after completion Valeant will launch a mandatory tender offer to buy up the remaining shares of AB Sanitas from the minority shareholders.
A further announcement will be made when appropriate.
This announcement is also available on AB Sanitas’ website: www.sanitasgroup.com.
A person authorised to provide additional information: Mr. Saulius Jurgelėnas, Chief Executive Officer of AB Sanitas, phone number +370 686 67779.
Lawyer
Dovile Morkyte
+370 615 15163