Asahi Kasei Corp.
May 28, 2024
Security code: 3407
Asahi Kasei to Acquire Calliditas Therapeutics AB
to Accelerate Growth as a Global Healthcare Company

Asahi Kasei Corp. (Head office: Chiyoda-ku, Tokyo; President: Koshiro Kudo; hereinafter “AsahiKasei”) 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 beconducted 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 SelectMarket 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 Sharesof Calliditas, through the Tender Offer for the purpose of making Calliditas a wholly-owned subsidiaryof Asahi Kasei. BVF Partners, Linc AB and Stiftelsen Industrifonden (the three largest holders ofshares and ADSs in Calliditas) as well as other large shareholders and ADS holders who in aggregatecontrol 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 theBoard 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 theAcquisition is subject to the satisfaction of customary closing conditions, including antitrust andforeign direct investment clearances.
(Note 1) SEK 1 = JPY 14.7906 exchange rate as of May 27, 2024. Using the same FX rate in thisrelease(Note 2) Calculated using total ordinary shares outstanding (53,672,069 shares excluding treasury1stock) as of December 31, 2023.
1. Significance of the Acquisition(1) Position of the Health Care sector for Asahi Kasei
Asahi Kasei expects that the health care industry will continue to exhibit stable growthin developed countries which are addressing the needs of aging population and is a crucial
industry for Asahi Kasei as well. Asahi Kasei has significant experience, expertise, andresources in this area. Under the mission of “Improve and save patients’ lives”, Asahi Kasei
has worked towards seizing a wide range of business opportunities in both pharmaceuticals
and medical devices to drive the Asahi Kasei Group’s profit growth through both organic
growth of existing businesses and aggressive investment. Asahi Kasei has realized a strong
inorganic growth by obtaining Critical Care business through the acquisition of ZOLL in2012 and the U.S. pharmaceutical business through the acquisition of Veloxis in 2020. BothZOLL and Veloxis have since experienced strong organic growth, portrayed by a revenue
CAGR of 13% in Health Care sector since 2011, with income growing at an even faster rate.
As a result, Health Care business has become one of the core businesses of Asahi Kasei andit has been leading a sustainable growth of Asahi Kasei Group. In the fiscal year 2023,
Health Care business accounted for 20% of Asahi Kasei’s net sales and 34% of its operatingincome.
(2) Background and reasons for the Offer
Asahi Kasei, especially the pharmaceutical business in Health Care sector, aims toexpand its businesses globally through specializing in the areas of immunology,transplantation, and adjacent diseases. In its “Be a Trailblazer” medium-term management
plan 2024, Asahi Kasei established the 10 Growth Gears (GG10), which target businesses
that will drive the next stage of growth, including Asahi Kasei’s pharmaceutical business.
Since then, Asahi Kasei has been aiming to accelerate the growth of the pharmaceuticalbusiness as a “Global Specialty Pharma”.
Asahi Kasei continues to focus on maximizing the potential of Veloxis while pursuing
additional opportunities globally, with a focus on the US market. Asahi Kasei has been
seeking acquisition targets that contribute to its pharmaceutical growth strategy.
Calliditas is a differentiated specialty pharmaceutical company focused on treating
unmet medical needs, with a strong track record of drug development and commercialization
led by a highly regarded management organization. Calliditas’ product, TARPEYO, is highly
complementary to Asahi Kasei’s existing geographic and therapeutic areas and treats a raredisease called IgA nephropathy, currently the only fully approved product shown to reduce2the loss of kidney function in adults with primary immunoglobulin A nephropathy who are
at risk for disease progression.
Asahi Kasei strongly believes this transaction will accelerate its transformation into a
global specialty pharmaceutical business by unlocking the potential of existing business
operations and human resources of Calliditas.
Asahi Kasei aims to achieve the following outcomes through the acquisition ofCalliditas:•Solidifying its presence in the U.S. market by expanding its in-house sales structure
for renal and autoimmune disease fields•Establishing a presence in Europe, initially focused on R&D activities•Expanding breadth of in-licensing and new drug development pipeline
opportunities that leverage our expanded platform as a “Global Specialty Pharma”

2. Overview of the Acquisition(1)

Offeror:Asahi Kasei Corporation(2)

Target Company:
Calliditas Therapeutics AB(3)Offer Period (Expected):
Commencement of the acceptance period of Tender Offer: July 18, 2024
The acceptance period of the Tender Offer is expected to commence as soon as the Tender
Offer document is approved by the Swedish Financial Supervisory Authority (SFSA).
Documentation in connection with the commencement of the Tender Offer to acquire ADSs
in the United States will be filed with the U.S. Securities and Exchange Commission
concurrently with the documentation submitted in Sweden.

(4)

Offer Price:
SEK 208 per share (approximately JPY 3,076) and SEK 416 per American Depositary Share(SEK 1 = JPY 14.7906 exchange rate as of May 27, 2024)
The price per American Depositary Share equals the price per share multiplied by two
because each American Depositary Share represents two shares in Calliditas.
The Offer represents a premium of:•

83 per cent compared to the closing price of the Calliditas’ shares on Nasdaq
Stockholm on 27 May 2024 (which was the last trading day prior to the3announcement of the Offer) of SEK 113.6;•

83 per cent compared to the volume weighted average price of the Calliditas’ shareson Nasdaq Stockholm during the 30 latest trading days up to and including 27 May
2024 of SEK 113.4; and•74 per cent compared to the closing price of the ADSs on Nasdaq Global SelectMarket on 24 May 2024 of USD 22.42, and 91 per cent compared to the volume
weighted average price of the ADSs on Nasdaq Global Select Market during the 30
latest trading days up to and including 24 May 2024 of USD 20.42 (Note 3).

(Note 3) USD 1 = SEK 10.64281 exchange rate as of May 27, 2024.

(5)

Total Consideration:
The Offer values all outstanding shares in Calliditas at approximately SEK 11.8 billion orJPY 174 billion (based on 53,672,069 shares in Calliditas). The Offer consideration payableto shareholders of Calliditas or holders of ADSs that accept the Offer is financed in full bycash on hand.

(6)

Minimum Acceptance Level:
The completion of the Tender Offer is subject to minimum acceptance representing morethan 90% of the number of the total ordinary shares of Calliditas (excluding treasury shares).
Asahi Kasei has reserved the right to waive, in whole or in part, one or more of the closing
conditions for the Tender Offer, including to complete the Tender Offer at a lower
acceptance level.

(7)

Financial Advisors
MTS Health Partners LP and Goldman Sachs Japan Co., Ltd. are serving as the financial
advisor to Asahi Kasei on the transaction.

(8)

Legal Advisors
Gernandt & Danielsson Advokatbyrå and Cleary Gottlieb Steen & Hamilton are serving as
the legal advisers to Asahi Kasei in connection with the transaction.

(9)

More information about the Tender Offer
For more information about the Tender Offer, including its complete terms and conditions,please see refer to the formal Tender Offer announcement, which is available at www.asahikasei.com/announcement/01.html
4

3. Overview of Calliditas(1)

Company NameCalliditas Therapeutics AB(2)Address

D5, Kungsbron 1, Stockholm, Sweden(3)

Representative

Renée Aguiar-Lucander, Chief Executive Officer(4)Business description(5)

CapitalSEK 2,383 k (as of December 31, 2023) (Note 4)(6)

Date of establishment

2004

Development, manufacture, and sale of medicine and related
products

Major shareholders(7)

and shareholding ratio(Note 5)(8)

(9)

BVF Partners LP

11.7%

Linc AB

11.0%

Stiftelsen Industrifonden

5.9%

Relationship between

Capital Relationship

None

Asahi Kasei andPersonnel Relationship

NoneCalliditas

Business RelationshipNone

Calliditas’s consolidated operating results and consolidated financial position for the
past three years

Accounting Period

Fiscal year ended

Fiscal year ended

Fiscal year ended(Unit: thousands of SEK)

December 31, 2021

December 31, 2022

December 31, 2023

Total equity

1,008,281

766,264

334,806

Total assets

1,459,910

1,952,973

1,859,245

18.8

14.3

6.2

229,347

802,879

1,206,888(524,456)(421,943)(373,055)

Ordinary income---

Net income (loss)(509,537)(412,268)(466,185)(9.84)(7.78)(8.69)---

Total equity perordinary share (SEK)(Note 5)
Revenue
Operating income(loss)

Basic and diluted
EPS (SEK)Dividend paid per
ordinary share (SEK)(Note 4) Excluding additional paid-in capital of Calliditas as of December 31, 2023.
(Note 5) Calculated using total ordinary shares outstanding (53,672,069 shares excluding treasurystock) as of December 31, 2023.
54. Financial Impact of the Acquisition
Financial impact of the Acquisition is currently under examination. An announcement will be
published after the closing of the Acquisition.
5. Note Regarding Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A ofthe Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,as amended. These forward-looking statements discuss expectations, identify strategies, containour projections or state other forward-looking information and include, but are not limited to,statements related to the expected structure and schedule for completion of the Acquisition andrelated matters described in this press release, the management and prospects of Calliditas’business after the completion of the Acquisition, Asahi Kasei’s current plans with respect to theAcquisition and the business of Calliditas, and the management and prospects of Asahi Kasei.
These statements do not guarantee business performance in the future; they carry known or
unknown risks, uncertainties, and other factors that may differ significantly from the actualperformance, development or financial position of Asahi Kasei and Calliditas in the future. These
forward-looking statements can be identified by the use of forward looking terminology, such as“aim,” “believes,” “expects,” “estimate,” “may,” “anticipates,” “plans,” “intends,” “should,”“will,” “seeks,” “forecasts,” “in the future”, or the negative of these terms or similar expressions,or in particular by discussions about “strategy,” “target,” “plan,” or “intention.” There is apossibility that actual business results may greatly differ from those expressed in or implied bysuch forward-looking statements due to various factors. Such factors include, but are not limited
to, the following: (i) uncertainties related to the structure and schedule for completion of thetransaction, (ii) Calliditas shareholders may or may not tender into the transaction, (iii) a proposalthat competes with the transaction may be made, (iv) the risk that the regulatory and otherconditions, which are necessary for the completion of the transaction, will not be satisfied, (v) thepossibility that the announcement of the transaction may cause difficulty in keeping the relations
with Calliditas’ management, employees, customers, suppliers and other trading partners, (vi) therisk that a shareholder-related lawsuit on the transaction will be filed and the defense thereof may
cost a significant expenses or lead to large payments, (vii) the impact of changes in the legislativesystem, accounting standards and other management environments related to the relevant parties,(viii) issues in implementing business strategies, (ix) the impact of financial uncertainties andchanges in other general economic and industrial conditions, (x) transaction costs, (xi) fixed orcontingent liabilities that may materialize, (xii) other risks set forth in documents publicly
disclosed by Asahi Kasei or Calliditas. Neither the Asahi Kasei nor Calliditas has a duty of6

updating the forward-looking statements as a result of the emergence of new information, future
circumstances and others, unless the updating is explicitly required by law. The forward-looking
statements in the announcement are subject to these notices.
6. Special notice to shareholders and holders of ADSs in the United States
This press release is not an offer to purchase or a solicitation of an offer to sell or an offer
document in the United States. The Tender Offer for the ADSs will be made pursuant to separate
offer documents in accordance with applicable securities laws of the United States, including theprocedural and filing requirements of the Williams Act.
Holders of ADSs of Calliditas Therapeutics are advised to read the offer documents prepared
for the Tender Offer for the ADSs, as may be amended and supplemented from time to time, when
they become available, before making any decision with respect to the Tender Offer, because such
documents will contain important information about the Tender Offer for the ADSs and the parties
thereto.
The Tender Offer described in this press release is made for the issued and outstanding sharesof Calliditas Therapeutics, a company incorporated under Swedish law, and is subject to Swedish
disclosure and procedural requirements, which may be different from those of the United States.
The Tender Offer is made and is otherwise in compliance with the disclosure and procedural
requirements of Swedish law, including with respect to withdrawal rights, the timetable, notices
of extensions, announcements of results, settlement procedures (including as regards to the time
when payment of the consideration is rendered) and waivers of conditions, which may be different
from requirements or customary practices in relation to U.S. domestic tender offers.
Calliditas Therapeutics’ financial statements and all financial information included herein, orany other documents relating to the Tender Offer, have been or will be prepared in accordancewith Swedish generally accepted accounting principles and may not be comparable to the financial
statements or financial information of companies in the United States or other companies whose
financial statements are prepared in accordance with U.S. generally accepted accounting
principles. The terms of the Tender Offer to holders of ADSs and holders of shares in Calliditas
Therapeutics are subject, in all material respects, to the same terms and conditions. Any
information documents relating to the Tender Offer, including the offer document, are being
disseminated to holders of ADSs and holders of Calliditas Therapeutics’ shares in the UnitedStates on a basis comparable to the method pursuant to which such documents are provided toCalliditas Therapeutics’ other shareholders.
It may be difficult for holders of ADSs and holders of Calliditas Therapeutics’ shares in theUnited States to enforce their rights and any claims they may have arising under the U.S. federalor state securities laws in connection with the Tender Offer, since Calliditas Therapeutics and7

Asahi Kasei are located in countries other than the United States, and some or all of their officers
and directors may be residents of countries other than the United States. Holders of ADSs andholders of Calliditas Therapeutics’ shares in the United States may not be able to sue Calliditas
Therapeutics or Asahi Kasei or their respective officers or directors in a non-U.S. court forviolations of U.S. securities laws. Further, it may be difficult to compel Calliditas Therapeutics orAsahi Kasei and/or their respective affiliates to subject themselves to the jurisdiction or judgmentof a U.S. court.
The receipt of cash pursuant to the Tender Offer by a person in the United States may be ataxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local,
as well as foreign and other, tax laws. Each shareholder and holder of ADSs is urged to consult anindependent professional adviser regarding the tax consequences of accepting the Tender Offer.
Neither Asahi Kasei nor any of its affiliates and their respective directors, officers, employees oragents or any other person acting on their behalf in connection with the Tender Offer shall be
responsible for any tax effects or liabilities resulting from acceptance of the Tender Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S.
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE TENDER
OFFER, PASSED ANY COMMENTS UPON THE MERITS OR FAIRNESS OF THE TENDER
OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF
THIS PRESS RELEASE OR PASSED ANY COMMENT ON WHETHER THE CONTENT IN
THIS PRESS RELEASE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
(Reference) Company forecasts for FY24 (published on May 9, 2024) and the actuals from FY23(Consolidated) (Unit: JPY in million)
Net income
Net Sales

Operating

Ordinary

attributable toincome

incomeowners of theparent

Company forecasts
FY2024Actuals
FY20232,912,000

180,000

181,000

100,000

2,784,878

140,746

90,11843,8068