- an indirect wholly-owned subsidiary of Nordic Fund X Epsilon1

- to be effected by means of a members' scheme of arrangement under Article 125 of the Companies (Jersey) Law 1991 (as amended)

Summary

- The board of directors of Cidron Aida Bidco Limited ("Bidco") and the ADVANZ PHARMA Independent Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer, to be made by Bidco, pursuant to which Bidco will acquire the entire issued and to be issued limited voting share capital of ADVANZ PHARMA (the "Acquisition").

- Bidco is a newly incorporated company under the laws of Jersey, formed by Nordic Fund X Epsilon for the purpose of undertaking the Acquisition.

- Under the terms of the Acquisition, each ADVANZ PHARMA Shareholder will be entitled to receive:

in respect of each ADVANZ PHARMA Share: $17.26 in cash (the "Cash Offer")

- The Acquisition values the entire issued and to be issued limited voting share capital of ADVANZ PHARMA at approximately $846 million.

- As an alternative to the Cash Offer, eligible ADVANZ PHARMA Shareholders may elect for the Alternative Offer, pursuant to which they would receive 0.1726 unlisted B ordinary shares of no par value in the capital of Topco ("Topco B Shares") for each ADVANZ PHARMA Share, which will be issued upon or shortly following the Scheme becoming Effective. Eligible ADVANZ PHARMA Shareholders will only be able to elect for the Alternative Offer in relation to their entire holding of ADVANZ PHARMA Shares and not part only. The terms and conditions of the Alternative Offer are detailed in paragraph 12.

- If any dividend or other distribution is authorised, declared, made or paid by ADVANZ PHARMA in respect of ADVANZ PHARMA Shares on or after the date of this Announcement, Bidco reserves the right to reduce the Cash Offer (and, as the case may be, the consideration due under the Alternative Offer) by the amount of such dividend or other distribution. In such circumstances, ADVANZ PHARMA Shareholders would be entitled to retain any such dividend or other distribution.

- The ADVANZ PHARMA Independent Directors believe that the Cash Offer represents an opportunity for all ADVANZ PHARMA Shareholders to realise an immediate cash sum for all of their ADVANZ PHARMA Shares.

- The ADVANZ PHARMA Independent Directors, who have been so advised by Raymond James Financial International Limited ("Raymond James") as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. In providing its financial advice to the ADVANZ PHARMA Independent Directors, Raymond James has taken into account the commercial assessments of the ADVANZ PHARMA Independent Directors. Raymond James is providing independent financial advice to the ADVANZ PHARMA Independent Directors for the purposes of Rule 3 of the Takeover Code.

- The ADVANZ PHARMA Independent Directors also note that Blackstone Credit, Bybrook,Solus, Barings and CapRe have irrevocably undertaken to Bidco to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is to be effected by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of 42,994,812 ADVANZ PHARMA Shares (representing, in aggregate approximately 87.90 per cent. of the limited voting share capital of ADVANZ PHARMA in issue on the Latest Practicable Date).

- Accordingly, the ADVANZ PHARMA Independent Directors intend to recommend unanimously that ADVANZ PHARMA Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is to be effected by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) as the ADVANZ PHARMA Independent Directors have irrevocably undertaken to in respect of their own holdings of 20,113 ADVANZ PHARMA Shares (representing, in aggregate, approximately 0.04 per cent. of the limited voting share capital of ADVANZ PHARMA in issue on the Latest Practicable Date). Each of the ADVANZ PHARMA Directors who hold or will hold ADVANZ PHARMA Shares will be electing for the Cash Offer in respect of their entire holdings of such shares.

- Florian Hager has not participated in the consideration of the Acquisition by the ADVANZ PHARMA Independent Directors or the decision of the ADVANZ PHARMA Independent Directors to recommend the Acquisition to ADVANZ PHARMA Shareholders, on account of his position as the Blackstone Credit nominee on the ADVANZ PHARMA Board.

- Raymond James has given and not withdrawn its consent to the inclusion in the Announcement of the references to its advice to the ADVANZ PHARMA Independent Directors in the form and context in which they appear.

- The ADVANZ PHARMA Independent Directors consider that, in deciding whether or not to elect for the Alternative Offer, ADVANZ PHARMA Shareholders should take their own independent advice and consider carefully the disadvantages and advantages of electing for the Alternative Offer (including, but not limited to, those set out below) in light of their own financial circumstances and investment objectives.

- Disadvantages of electing for the Alternative Offer - The Topco B Shares:

*will be unlisted and will not be admitted to trading on any stock exchange and will therefore be illiquid. Any assessment of the value of the Topco B Shares should therefore take into account an individual shareholder's assessment of an appropriate liquidity discount;

*will be subject to a five year lock-up restriction, during which they can only be transferred in very limited circumstances, and thereafter will be subject to a right of first refusal on the part of Nordic Capital; and o will be of uncertain value and there can be no assurance that they will be capable of being sold in the future;

- It is expected that Topco (which will become a "reporting issuer" in Canada upon completion of the Acquisition as a result of the implementation of the Alternative Offer) and ADVANZ PHARMA (which is currently a "reporting issuer" in Canada) will each cease to be a reporting issuer under Canadian securities laws shortly after completion of the Acquisition, subject to fulfilling the applicable conditions under such laws. Therefore, ADVANZ PHARMA shareholders who elect for the Alternative Offer are not expected to receive, after implementation of the Acquisition, such public disclosure documents as are currently filed by ADVANZ PHARMA in Canada, and, save to the extent required by law, only holders of Topco B Shares comprising three per cent. or more of the Topco issued share capital from time to time will receive financial information in relation to the Topco Group;

- Upon the Scheme becoming Effective, the Topco Group will be controlled by Nordic Capital. Holders of the Topco B Shares will therefore have very limited influence over decisions made by Topco in relation to its investment in the ADVANZ PHARMA or in any other business;

- Eligible ADVANZ PHARMA Shareholders will only be able to elect for the Alternative Offer in relation to their entire holding of ADVANZ PHARMA Shares and not part only; and

- ADVANZ PHARMA Shareholders will have no certainty as to the amount of Topco B Shares they would receive because:

*the maximum number of Topco B Shares available to ADVANZ PHARMA Shareholders under the Alternative Offer will be limited to a maximum of 1,940,080 Topco B Shares representing 20 per cent. of issued share capital of Topco; and

*to the extent that elections for the Alternative Offer cannot be satisfied in full, the number of Topco B Shares to be issued in respect of each ADVANZ PHARMA Share will be reduced on a pro rata basis, and the balance of the consideration for each ADVANZ PHARMA Share will be paid in cash in accordance with the terms of the Cash Offer.

- Advantages of electing for the Alternative Offer

- The Alternative Offer allows ADVANZ PHARMA Shareholders to invest directly in Topco, providing continued economic exposure to ADVANZ PHARMA, and participate in possible future value creation which is potentially capable of delivering greater value than the Cash Offer (although this cannot be guaranteed); and

- From completion of the Acquisition, the Topco B Shares will rank economically pari passu with Nordic Capital's investment in Topco and will carry pro rata entitlement to dividends, distributions and returns of capital.

- In considering the terms of the Alternative Offer, the ADVANZ PHARMA Independent Directors and Raymond James have considered the disadvantages and advantages of electing for the Alternative Offer outlined above.

- Raymond James is unable to advise the ADVANZ PHARMA Independent Directors as to whether or not the financial terms of the Alternative Offer are fair and reasonable. This is because of the significant and variable impact the disadvantages and advantages of the Alternative Offer may have to individual ADVANZ PHARMA Shareholders.

- Accordingly, the ADVANZ PHARMA Independent Directors cannot form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to ADVANZ PHARMA Shareholders as to whether or not they should elect for the Alternative Offer. ADVANZ PHARMA Shareholders are encouraged to take into account the disadvantages and advantages highlighted above, as well as their individual circumstances, when deciding whether or not to elect for the Alternative Offer.

- ADVANZ PHARMA Shareholders should also ascertain whether acquiring or holding Topco B Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether Topco B Shares are a suitable investment in light of their own personal circumstances. ADVANZ PHARMA Shareholders are, therefore, strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Alternative Offer. Any decision to elect for the Alternative Offer should be based on independent financial, tax and legal advice and full consideration of this Announcement and the Scheme Document (when published).

- Bidco has received irrevocable undertakings to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting (or, in the event that the Acquisition is to be effected by way of a Takeover Offer, to accept, or procure the acceptance of, such Takeover Offer) in respect of a total of 43,014,925 ADVANZ PHARMA Shares (representing, in aggregate approximately 87.94 per cent. of the limited voting share capital of ADVANZ PHARMA in issue on the Latest Practicable Date). Further details of the irrevocable undertakings (and the circumstances in which they shall cease to be binding or otherwise fall away) are set out in Appendix III to this Announcement.

- It is intended that the Acquisition will be effected by means of a Court-sanctioned members' scheme of arrangement of ADVANZ PHARMA pursuant to Article 125 of the Jersey Companies Law, further details of which are contained in the full text of this Announcement and which will be set out in the Scheme Document. However, Bidco reserves the right (in accordance with the terms of the Co-operation Agreement) to implement the Acquisition by way of a Takeover Offer (with the consent of the Panel).

- The Acquisition will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement.

- The Scheme Document will include further details of the Scheme, together with notice of the Court Meeting and the General Meeting and the expected timetable, and will specify the action to be taken by ADVANZ PHARMA Shareholders. The Scheme Document (together with the Forms of Proxy and Form of Election) will be sent to ADVANZ PHARMA Shareholders as soon as reasonably practicable, and in any event (save with the consent of the Panel), within 28 days of this Announcement.

- The Scheme is expected to become Effective in the second quarter of 2021, subject to the satisfaction or (where applicable) waiver of the Conditions.

- The Scheme will be governed by Jersey law and will be subject to the jurisdiction of the Court. The Scheme will be subject to the applicable requirements of the Takeover Code and the Panel, as well as applicable securities laws of Canada that apply to ADVANZ PHARMA due to its status as a "reporting issuer" in the provinces of Canada.

Commenting on the Announcement, Elmar Schnee, Chairman of ADVANZ PHARMA, said: "The Board is very pleased to have come to a positive conclusion to the formal sale process announcement, which commenced on 23 October 2020. I would like to thank the management team of ADVANZ PHARMA for their work and dedication in managing the company and the additional workload arising from the process. The proposal from Nordic Capital is considered by the ADVANZ PHARMA Independent Directors as the best outcome for all shareholders, having had discussions with, and approaches from, a variety of potential acquirors. ADVANZ PHARMA has made good progress in developing its new European hospital growth platform and portfolio, while also stabilising its established products business. In order to continue this reorientation and deliver a sustainable long term business model, it will have the support of Nordic Capital, a major private equity partner, which is committed to investing in the growth of the business going forward."

Commenting on the Announcement, Raj Shah, Partner and Head of Healthcare, Nordic Capital Advisors, said: "As an active and supportive owner, Nordic Capital sees strong opportunities to further invest in and strengthen ADVANZ PHARMA's platform and to accelerate the Company's pipeline of innovative specialty pharmaceutical products. We believe that Nordic Capital is an ideal partner for ADVANZ PHARMA's management in order to realise the Company's long-term potential. Nordic Capital is one of the most active healthcare investors in Europe and the US, with deep experience across the pharmaceutical sector. An investment in ADVANZ PHARMA is therefore at the core of Nordic Capital's healthcare investment strategy."

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