PJSC PHARMSTANDARD (LSE: PHST IL, ????: PHST RU) ANNOUNCES APPROVAL BY THE COMPANY’S BOARD OF DIRECTORS OF RECOMMENDATIONS IN RESPECT OF THEMANDATORY TENDER OFFER AND AMENDMENTS TO THE DEPOSIT AGREEMENT
Moscow, Russia – June 28, 2016 – PJSC Pharmstandard (LSE: PHST IL, ????: PHST RU) (the “Company”) announcesthat its Board of Directors (the “Board of Directors”) on June 27, 2016, approved recommendations in respect ofthe mandatory tender offer (the “Offer”) made by Augment Investments Limited to acquire 5,250,186 (five million two hundred fifty thousand one hundred eighty-six) ordinary shares of the Company at a purchase price of RUB 1,028 per ordinary share (the “Proposed Purchase Price”), recommended that the Company’s shareholders accept the Offer, and approved amendments to the Deposit Agreement between the Company and The Bank of New York Mellon (the “Depositary”), dated April 30, 2007 (the “Deposit Agreement”), to remove the Company’s obligations to obtain and maintain a listing of theglobal depositary receipts (“GDRs”) representing the ordinary shares of the Company.
As previously announced, the Company received the Offer on June 22, 2016, following the expiration of the period for statutory review of the Offer by the Bank of Russia. Augment Investments Limited, together with its affiliate, OJSC Pharmstandard-Leksredstva, holds 86.11% of the ordinary shares of the Company. The Offer was made for 5,250,186 (five million two hundred fifty thousand one hundred eighty-six) ordinary shares of the Company held by the remaining shareholders at the Proposed Purchase Price.
The Board of Directors considers that the Proposed Purchase Price is reasonable and complies withlegal requirements,in particular, it exceeds the averageweighted price per ordinary share of the Company on the Moscow Exchange over the six months preceding the date of filing of the Offer with the Bank of Russia.In reviewing the Proposed Purchase Price, the Board of Directors considered, among other things, the fact that the Proposed Purchase Price exceeds the average weighted price of the shares on the Moscow Exchange over a period of six months preceding the date of filing of the Offer with the Bank of Russia by 10 (ten) rubles; that, pursuant to the information contained in the Offer document, during the six months preceding the date when the Offer was submittedto the Company, AUGMENT INVESTMENTS LIMITED and its affiliates did not purchase and did not assume anobligation to purchase the shares, other than the acquisition of shares by AUGMENT INVESTMENTS LIMITED as a result of the cancellation of the GDRs held by it, without there being any purchase price; and the fact that, even though Russian law does not require that the purchase price of depositary receipts representing shares be taken into account for the purposes of determining the purchase price of shares under a mandatory tender offer, the Company requested and received information from AUGMENT INVESTMENTS LIMITED to the effect that the price at which it acquired 15,166,917 GDRs from BRISTLEY ENTERPRISES LIMITED on May 20, 2016 constituted USD 3.50 per GDR, which, given that four GDRs represent one Share, is equivalent to USD 14.00 per share, which, in turn, amounts to RUB 926.95 at the official exchange rate of the Bank of Russia as of May 20, 2016. The Proposed Purchase Price also exceeded the closing price of the shares on the Moscow Exchange as of the date preceding the date of the Board meeting. The payment of the total amount of the purchase price is secured by a bank guarantee issued by JSC Commercial Bank "Citibank" and, if Augment Investments Limited defaults on its obligation to pay for the shares acquired inthe Offer, the shareholders may demand payment under the bank guarantee.
The Offer will remain open for 70 days from the date when the Company received the Offer, i.e., until August 31, 2016, inclusive. The Offer documentation, together with the recommendations of the Board of Directors with respect tothe Offer, will be circulated to the Company’s shareholders of record as of the end of the day on June 22, 2016.
Taking into account the potential outcome of the Offer, including the fact that if Augment Investments Limited, together with its affiliates, consolidates more than 95% of the total number of the issued and outstanding ordinary shares of the Company as a result of the Offer, it may proceed with a squeeze-out of the remaining shareholders of the Company, the Board of Directors has decided to amend the Deposit Agreement to remove the Company’s obligation to use reasonable efforts to obtain and maintain the quotation for, or listing of, theGDRs on any of the EEA Regulated Market.
The Company has also reached an agreement with the Depositary that the Depositary will waive the cancellation fee, the 2016 depositary service fee, and any other fees payable by GDR holders under the Deposit Agreement, provided that the Company serves a notice confirming its intention to terminate the Company’s GDR programby November 21, 2016, and that certain other conditions are met. The Depositary may collect the unpaid fees from GDR holders if the Company fails to provide such notice within the agreed time. The Company’s intention to terminate the GDR program depends on the results of the Offer.
The GDR holders willing to participate in the Offer should be able to do so by cancelling the GDRs held by them, receiving the underlying shares, and submitting an application to sell the shares intothe Offer, on the terms and conditions of the Offer and within the applicable deadlines.
Documentation regarding the Offer (including the recommendations of the Board of Directors with respect tothe Offer) is available at: http://pharmstd.ru.
* * *
This press release is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.
This press release is for information purposes and does not constitute an offer to purchase or a solicitation of an offer to purchase with respect to any securities. Any such offer or solicitation is made only by means of the mandatory tender offer document delivered to the Company.
Forward looking statements
This announcement, including any information included or incorporated by reference, may contain "forward-looking statements" concerning the Company. Generally, the words "will", "may", "should", "could", "would", "can", "continue", "opportunity", "believes", "expects", "intends", "anticipates", "estimates" or similar expressions identify forward-looking statements. The forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Company’s operations; and (iii) the effects of government regulation on the Company’s business. Many of these risks and uncertainties relate to factors that are beyond the Company’s ability to control or estimate precisely, such as future market conditions and the behaviors of other market participants, and therefore undue reliance should not be placed on such statements, which speak only as at the date of this announcement. The Company assumes no obligation in respect of, and does not intend to update, these forward-looking statements, except as required pursuant to applicable law.