Weifa ASA : Weifa acquires leading intimate care brand Asan and launches private placement

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Weifa ASA: Weifa acquires leading intimate care brand Asan and launches private placement

Oslo, 17 December 2015

Weifa ASA ("Weifa" or the "Company") has today entered into an agreement with Orkla ASA to acquire Cederroth AS, the company that owns the Norwegian category leading intimate care brand Asan and its Swedish counterpart Sana (jointly referred to as "Asan"), for a total consideration of NOK 115 million the "Acquisition").

The Asan portfolio includes products within the mild intimate care soap-, body and shower-, wet wipes- and fresh categories. The portfolio generated net sales of NOK 52.7 million in 2014 (Norway and Sweden combined). For the Asan portfolio, Weifa will target EBITDA margin levels in a range around Weifa's current level, and the transaction is expected to be accretive on Weifa's net profit from the first year of operation.

Asan holds a leading position in the Norwegian market for intimate care. The Asan products have outstanding awareness and loyalty levels among consumers and Asan is also a leading brand in the general shower category. More than 90 per cent of Asan's sales are generated in the Norwegian grocery trade.

"The Asan portfolio fits perfectly with Weifa's current offering of intimate care products and strengthens Weifa's position as a leading Consumer health company. Weifa is about brand management. Value creation in brand portfolios and sales through a network of wholesalers are our core competencies and our normal line of business. We are convinced that we can add value to the Asan portfolio in the same way that we have done with our flagship brands of Paracet and Ibux", says Kathrine Gamborg Andreassen, the CEO of Weifa.

Weifa has identified several areas where the Company can utilize its core competencies to develop the product portfolio further - both through product- and channel development. These initiatives include leveraging Weifa's network of wholesalers, improve penetration in the pharmacy channel for the intimate care category and potential new innovative products based on the current Weifa portfolio combined with the Asan product line.

The acquisition is in line with Weifa's expressed strategy of expanding both organically and by M&A, as well as the ambition to establish a Nordic market position.

The agreement between Weifa and Orkla is subject to the approval of the relevant competition authorities, and the Transaction is expected to close in January 2016.

More detailed information about Asan is included in the attached presentation

To finance the Acquisition, Weifa will effect a private placement of new shres directed towards Norwegian and international investors  (the "Private Placement"). Weifa has retained Carnegie (the "Manager") in connection with the Private Placement.

In the Private Placement, the Company is offering up to ~119 million new shares, representing ~15% of the outstanding capital in the Company. The price in the Private Placement will be determined through an accelerated bookbuilding process. As part of the closing conditions for the Acquisition, NOK 60 million of the Private Placement have been underwritten by Watrium AS, Strata Marine & Offshore AS and Holta Life Sciences AS. 

The bookbuilding period for the Private Placement opens today at 16:30 CET and closes 18 December 2015 at 08:00 CET. The Manager may, however, at any time resolve to close or extend the bookbuilding period at its sole discretion and on short notice. The minimum subscription in the Private Placement has been set to the number of shares that equals an aggregate purchase price of the NOK equivalent of NOK 1 million.

The new shares to be issued in connection with the Private Placement will be issued based on a Board authorisation granted by the Company's annual general meeting on 20 May 2015. The waiver of the preferential rights inherent in a private placement is considered necessary to secure financing for the Acquisition.

The Private Placement will be divided into i) a Tranche 1 consisting of up to ~79.3 million new shares (representing ~10% of the outstanding capital), and ii) a Tranche 2 consisting of up to ~39.7 million new shares (representing ~5% of the outstanding capital).

The shares allocated in Tranche 1 are expected to be settled through a delivery versus payment transaction on a regular t+2 basis by delivery of existing and unencumbered shares in the Company that are already listed on the Oslo Stock Exchange pursuant to a share lending agreement between the Company, Carnegie and Watrium AS. The Tranche 1 shares are thus tradable from allocation. The shares allocated in Tranche 2 will have payment date on or about 22 December 2015 and is expected to be delivered on or about 23 December 2015 (following the registration of the share capital) by delivery of non-tradable shares at a temporary ISIN. The Tranche 2 shares will be transferred to the regular ISIN of the Company and be tradable upon the publication of a listing prospectus, currently expected to take place in late January / early February 2016.

For further information, please contact:
Kathrine Gamborg Andreassen
CEO
+47 951 78 680
kathrine.gamborg.andreassen@weifa.no

Simen Nyberg-Hansen
CFO
+47 9820 6355
simen.nyberg-hansen@weifa.no

About Weifa:
Weifa is Norway's leading Consumer health company. Weifa supplies pharmaceutical products and lifestyle products that address the essential needs of consumers, customers and professional partners. The Company has a strong position in Norway and is the market leader in pain relief, with well-established brands such as Paracet and Ibux, and is also present in other key areas such as dietary supplements and treatment for colds and respiratory problems. Weifa is listed on the Oslo Stock Exchange and has its head office in Oslo. In 2014, the Group had a turnover of approximately NOK 316m in 2014 (after adjusting for the divestment of the B2B business). The company currently has approximately 30 employees.

About Orkla:
Orkla is a leading supplier of branded consumer goods and concept solutions to the grocery, out-of-home and bakery markets in the Nordics, the Baltics and selected markets in Central Europe and India. Orkla is listed on the Oslo Stock Exchange and has its head office in Oslo. In 2014, the Group had a turnover of NOK 30 billion, and around 13,000 employees at year-end.