Lonza Completes Acquisition of Capsugel to Create Leading Integrated Solutions Provider to the Global Pharma and Consumer Healthcare Industries

Acquisition aligns closely with Lonza's strategy to accelerate Lonza's growth and ability to deliver value along the healthcare continuum / Transaction price of USD 5.5 billion, including refinancing of existing Capsugel debt of approximately USD 2 billio

(PresseBox) ( Basel, Switzerland, )
Lonza announced today that following the receipt of all required regulatory approvals, it has completed the acquisition of Capsugel S.A. (“Capsugel”) from KKR for USD 5.5 billion in cash, including refinancing of existing Capsugel debt of approximately USD 2 billion. The acquisition of Capsugel, a world leader in advanced oral dosage delivery technologies with a leading position in hard capsules, is expected to be accretive to Lonza’s core earnings per share in the first full year post closing.

 

This acquisition is in line with Lonza’s stated strategy to accelerate growth and deliver value along the healthcare continuum by complementing its existing offerings and by opening up new market opportunities in the pharma and consumer healthcare and nutrition industries.

 

With the acquisition of Capsugel, Lonza adds a trusted brand with a large breadth of technologies that it believes will expand the market reach of both companies’ contract development and manufacturing organization (CDMO) and products businesses. It also supports Lonza’s strategic ambition of getting closer to the patient and end consumer.

 

Richard Ridinger, Lonza's Chief Executive Officer, said, “Lonza and Capsugel have a highly synergistic customer base and market approach, complementary business models and closely aligned corporate cultures with a strong commitment to ethics and compliance. All of these aspects will facilitate a seamless integration.”

 

Capsugel’s business will continue to operate in its existing structure until the full integration has been completed.

 

The acquisition was financed partially through the net proceeds of the successful placement of 5 million new shares at CHF 173.00 per share with total gross proceeds of CHF 865 million, which was completed in February 2017, as well as the issuance of 16,548,612 fully paid registered shares, with gross proceeds in the amount of CHF 2.26 billion, which was completed in May 2017. The balance of the acquisition price was financed through indebtedness.

 

Disclaimer

This announcement is not an advertisement and not a prospectus and not an offer of, or a solicitation of an offer to buy, securities to U.S. persons or in any jurisdiction, including in or into the United States, Canada, Japan or Australia, where such offer or solicitation is unlawful. This announcement is not an offer to sell, or a solicitation of an offer to purchase, any securities of Lonza Group Ltd, nor shall it or any part of it form the basis of, or be relied on in connection with, any contract or investment decision.

 

The contents of this announcement have been prepared by and are the sole responsibility of Lonza Group Ltd and Capsugel. None of BofA Merrill Lynch, UBS, or any of their respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Lonza Group Ltd and/or its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any

loss, whether arising from any use of this announcement or its contents or otherwise arising in connection therewith.

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

 

The distribution of this announcement may be restricted by law in certain jurisdictions, and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

The securities to which this announcement refer have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act. There will not be a public offering of securities in the United States.

 

This announcement is not an offering circular within the meaning of article 652a of the Swiss Code of Obligations, nor is it a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange or a prospectus under any other applicable laws.

 

This announcement does not constitute an "offer of securities to the public" within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive") of the securities referred to herein in any member state of the European Economic Area (the "EEA"). Any offers of the securities referred to in this announcement to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of the Securities. In the United Kingdom, this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) or (ii) who fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons, and it should not be relied on by anyone other than such persons.

 
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