Aqualis ASA : Aqualis ASA acquires Weifa AS

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES
                    
Oslo, 17 June 2014

Aqualis ASA ("Aqualis" or the "Company", ticker "AQUA") has entered into a definitive share purchase agreement (the "SPA") with Weifa Holding AS (the "Seller") to acquire all of the shares in Weifa AS ("Weifa") for a cash consideration of NOK 1,101 million (the "Acquisition"). Weifa is a market leader within the consumer health ("Over The Counter" or "OTC") pain relief segment and a leading international supplier of active pharmaceutical ingredients ("API") for diabetes medicine and opiates for use in pain relief and cough medicine. The cash consideration is based on an enterprise value of NOK 1,170 million, and is adjusted for net debt and net working capital. The Seller is a private limited liability company owned by the founding family and management of Weifa. The Acquisition is expected to be completed in August 2014.

Prior to the completion of the Acquisition, the Company plans a spin-off of its marine and offshore operations into a new entity, to be named Aqualis Offshore ASA, to be listed separately (the "Spin-Off"). The shares in Aqualis Offshore ASA will be distributed as dividend to the existing shareholders in Aqualis ASA, and the existing Aqualis ASA shareholders will thus retain ownership in both Aqualis ASA and Aqualis Offshore ASA. The remaining Aqualis ASA, which will consist of the Company's healthcare activities from the former Clavis Pharma, will acquire Weifa, and it is the Company's intention to rename the combined company "Weifa" subsequent to the Spin-Off and the closing of the Acquisition.

Weifa is Norway's leading fully-integrated pharmaceutical company and a major supplier of active ingredients to the international pharmaceutical industry. Weifa currently employs about 180 highly qualified people, is headquartered in Oslo and has two manufacturing plants in Kragerø in southern Norway. Weifa's Consumer Health business holds well-known Norwegian brands such as Paracet, Ibux and Paralgin Forte. Weifa has a strong management team with a proven track record of successful product development and profitable growth, and Aqualis ASA intends to create a combined management team post acquisition where the current Weifa management will be a key component. The current CEO of Weifa, Kjell-Erik Nordby, will be appointed CEO of the new entity.

"The acquisition of Weifa is a major development of the healthcare business that remains in Aqualis ASA after the Clavis Pharma years", said Gunnar Manum, Chief Executive Officer of Aqualis ASA. "We will together with Weifa management continue to build on the strong reputation of Weifa as a high quality and trustworthy supplier of non-prescription pharmaceutical products and high-end API products for the pharmaceutical industry."

Strategic rationale
In the opinion of the Company, Weifa represents a unique investment opportunity within the pharmaceutical industry with its #1 position in the Norwegian consumer health market, substantial growth opportunities in the international API business and strong cash flow.

"Through this transaction, we are able to create both a strong standalone independently listed pharmaceutical company and a strong independently listed marine consultancy business. We are enthusiastic about the growth prospects of both business areas, but believe they are best developed as separate companies due to the industry differences and unique characteristics of each business", Chairman Glen Rødland said.

David Wells will be appointed CEO of Aqualis Offshore ASA.

Financing
The Acquisition will be financed through a combination of equity and debt structured in the following way; i) NOK 700 million through a private placement (the "Private Placement"); ii) NOK 100 million through a rights issue (the "Rights Issue"); and iii) NOK 400 million through a bond issue (the "Bond Issue"). The Private Placement, the Rights Issue and the Bond Issue are fully-underwritten by a group of Nordic and international institutional investors and family offices (the "Guarantors"), including the Company's largest shareholder Ferncliff and associated companies.

The subscription price per new share in the Private Placement and the Rights issue will be determined on the basis of a pre-money valuation of Aqualis ASA (following the Spin-Off) of NOK 70 million plus any cash or other financial assets in the Company. A management roadshow and bookbuilding for the Private Placement and the Bond Issue will be conducted later in June 2014, while the Rights Issue will be conducted post summer subsequent to the Spin-Off in the remaining Aqualis ASA. Further information will be released in due time.

The Spin-Off, the Private Placement and the Rights Issue are subject to approval by an extraordinary general meeting (the "EGM") of Aqualis ASA expected to be held on or about 4 August 2014. The Company has already received pre-acceptances from a majority of the current shares and votes in the Company.

Carnegie AS acts as sole financial advisor to Aqualis in connection with the acquisition of Weifa and the financing of the transaction.

Key financial figures for Weifa
Weifa has seen a stable and strong revenue growth over several decades. In 2013, Weifa had revenues of NOK 546 million, with a normalized EBITDA of NOK 92 million (18% EBITDA margin). As of 31 December 2013, the book value of Weifa's total assets equaled NOK 416 million.

In connection with the sales process and the underwriting of the financing arrangement, the Company and the Guarantors have received certain information regarding Weifa. In order to ensure equal information in the market, the Company hereby discloses the following information regarding full-year Weifa management estimates for 2014 for Weifa on a stand-alone basis:

Revenue:                          NOK 569 millionEBITDA (pre-bonus):          NOK 105 million     

Note that these figures are management estimates and have not been and will not be subject to audit or review.

Please find attached an introductory presentation to Weifa. 

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Contact:
Glen Rødland
Chairman
+47 909 41 662

Gunnar Manum
Acting CEO
+47 23 01 49 92 / +47 95 17 91 90
gunnar.manum@aqualis.no

 

Christian Opsahl
CFO
+47 901 101 53
christian.opsahl@aqualis.no

    This information is subject of the disclosure requirements pursuant to section 5-12 of the Norwegian Securities Trading Act.Weifa Introductory Presentation June 2014


This announcement is distributed by Nasdaq OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Aqualis ASA via Globenewswire
HUG#1794151