OREANDA-NEWS. May 24, 2011. Definitive agreement in respect of the sale of Sanitas AB shares by CVCI, Invalda and Amber Trust II to Valeant Pharmaceuticals for EUR365 million enterprise value.
 
Proposed offer price of approximately EUR 10 per share, representing a premium of approximately 80 % to closing price of Sanitas AB at 23 May 2011.

Funds advised by Citi Venture Capital International (“CVCI”, through the legal entities Citigroup Venture Capital International Jersey Limited and Baltic Pharma Limited), Invalda AB (“Invalda”) (www.invalda.com), Amber Trust II S.C.A (“Amber”) and certain other persons (together the “Controlling Shareholders”), announce that they have entered into binding definitive documentation for the sale of their 87.2 % controlling shareholding in Sanitas AB (“Sanitas” or the “Company”) to Valeant Pharmaceuticals International, Inc. (“Valeant”) (NYSE:VRX) (www.valeant.com).

Valeant is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of neurology, dermatology and branded generics globally. Valeant’s market capitalisation stands at over USD 14 billion.

The proposed consideration from Valeant represents an enterprise value for the Company of EUR 365 million including the assumption of Sanitas’ net debt, resulting in a price of approximately EUR 10.00 per share. This represents a premium of approximately 80 % to the closing price at 23 May 2011.

Completion is subject to obtaining customary conditions including competition clearances. Following completion, Valeant will be obliged under Lithuanian takeover rules to make an offer to acquire the remaining shares in Sanitas from the minority shareholders.

Commenting on the transaction, Sunil Nair, CVCI’s Head for Europe, Middle East, Africa and India said: “We are delighted to have helped in the transformation of Sanitas over the last five years into a leading, high quality specialty pharmaceutical company. This has been achieved under the leadership of a very competent management team. The acquisition by Valeant is evidence of Sanitas’ achievements. We are convinced that Sanitas will go from strength to strength under the stewardship of its new owners.”

Following signing of the share sale agreement, Darius Sulnis, President, Invalda, said: “We are very proud of Sanitas’ achievements. Starting as a small, Lithuanian based-company, the consortium of investors has helped build a leading independent regional speciality pharmaceutical company operating across Poland, Russia and Central and Eastern Europe (CEE). The offer from Valeant for our Sanitas shares represents a landmark transaction in the recent past for the Baltic region. We believe we have secured an attractive price and are pleased that minority shareholders will also benefit from the agreement signed today, when the tender offer is launched.”

Kustaa Aima, Chairman of the Management Board of Amber commented: “This transaction underlines the very positive outlook for the markets of Poland, the Baltic States and the wider Central and Eastern European region. Sanitas illustrates what the best companies in the region can achieve with top quality management, deep market knowledge, quality manufacturing and versatility.”

Ashwin Roy, CVCI Director and Chairman of the Sanitas Board, said: “On behalf of the Board I would like to thank the management and employees of the Company for their dedication, commitment and effort, which has led to considerable value creation. We believe that the Company and its employees in Lithuania, Poland and the wider CEE region will benefit from the continued development under its new owners.”

Saulius Jurgelenas, CEO of Sanitas, commented as follows: “Valeant and Sanitas businesses in Central and Eastern Europe are highly complementary. Combining the product portfolios of the two companies will create a substantial branded generics business and provide Sanitas a number of new growth opportunities. We look forward to the integration of the Sanitas and Valeant businesses in a way that will capture mutual benefits for the Company, its customers and its employees in all our markets going forward.”

Jefferies International Limited acted as sole financial adviser to Sanitas. Raidla Lejins & Norcous and Freshfields Bruckhaus Deringer acted as legal counsel to Sanitas.

This announcement does not constitute a recommendation to shareholders or potential investors.