Ashurst advises Australian Pharmaceutical Industries Limited on A 770m acquisition

API, Wesfarmers and Wesfarmers Limited (Wesfarmers Parent) has entered into a Scheme Implementation Deed (SID), pursuant to which it is proposed that Wesfarmers will acquire 100% of the issued capital of API by way of a members' scheme of arrangement (Scheme). 

The Scheme is subject to various conditions precedent, including approval by the requisite majority of API shareholders, approval of the Scheme by the court, approval of the acquisition by the ACCC and there being no material adverse change or certain prescribed events.

Under the Scheme, API shareholders (other than Wesfarmers or Wesfarmers Parent) will receive $1.55 for each API share they hold (Cash Consideration), representing an equity value of approximately $770 million.

The Cash Consideration is a material increase to the price of $1.38 per API share originally offered under Wesfarmers Parent's first proposal announced on 29 July 2021 (which was rejected by the board of directors of API on the basis that it undervalued API).

The Cash Consideration represents:

• a 35.4% premium to undisturbed closing API share price as at 9 July 2021 of $1.145; and
• a 36.8% premium to the one-month volume weighted average price to 9 July 2021 of $1.133 per API share.

The API directors have unanimously recommended that API shareholders vote in favour of the Scheme, and each director intends to vote all of the API shares held or controlled by them in favour of the Scheme:

• in the absence of a superior proposal; and
• subject to an independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of API shareholders.

Ashurst advised API on all aspects of the Scheme, including:

• its response to the initial proposal from Wesfarmers Parent;
• negotiation and entry into the Process Deed (which governed the framework for granting due diligence, exclusivity and agreeing the terms of a recommended transaction);
• its response to a competing combined cash and scrip proposal from Sigma Healthcare Limited and implications on the exclusivity arrangements under the Process Deed; and
• the negotiation and entry into the Scheme Implementation Deed and ancillary documents.

The Ashurst team was led by Corporate Transactions partner Elspeth Arnold, who comments: "We are delighted to have advised API on this significant transaction. The Scheme provides certainty for API shareholders to realise significant value. We are looking forward to continuing to work with the API team in bringing the Scheme to implementation to deliver the Scheme's benefits to all API shareholders."

Elspeth was assisted by partner Andrew Kim, counsel Eliza Blandford and associates Joseph Nguyen and Olivia Sun (Corporate Transactions).