European Event-Driven Analyst

Jesus Rodriguez Aguilar

Jesús is an Insight Provider (Event-driven) on the Smartkarma network, where he looks across sectors at opportunities arising from securities mispricing (both credit and equity), share classes, bid announcements, prospective bids, and special situations. He has served as Economic and Business Advisor at the Spanish Congress in Madrid. Prior to that, he has worked in the City of London: as a Credit Analyst at Bloomberg; Event-driven associate at former boutique European Research; and doubled as Special Situations and Equity-linked VP (convertible bonds) at Merrill Lynch. Jesús has an MBA from the London Business School, a BA (Hons.) degree in Economics from the Complutense University in Madrid, and a BA (Hons.) in Law from U.N.E.D., also in Madrid.

Event-Driven

Swedish Orphan Biovitrum AB / Event-Driven

A <a href="https://www.smartkarma.com/entities/swedish-orphan-biovitrum-ab" target="_blank" data-smartkarma-citation="entities:22487:1" rel="noopener">Swedish Orphan Biovitrum Ab (SOBI SS)</a> takeover had been rumoured for years. In 2015, SOBI ended talks on a possible offer after reports that Biogen and Pfizer were among interested parties.
On 1 September, Advent International Corporation and GIC Special Investments Pte. Ltd. <a href="https://agnafit-offer.com/app/uploads/2021/09/Offer-announcement-press-release.pdf" target="_blank" rel="noopener">made an offer</a> to acquire SOBI for SEK 69.4 bn, or SEK 235/share. The deal, once completed, could be the largest-ever LBO in Sweden and the largest LBO of a European healthcare company in five years.
The biding consortium is interested in SOBI’s product portfolio and focus on rare diseases.
There are irrevocable undertakings, 43.41% in aggregate, from Investor AB (36.45%) and Fjärde AP-Fonden (6.96%).  However, their agreement would lapse if another bid comes in at SEK 251/share and is recommended by the Board.
There is a minimum acceptance condition of 90% plus one share (necessary to initiate a compulsory acquisition procedure in respect of the remaining shares in the Company under the Swedish Companies Act). This means that the bidding consortium needs acceptances from 82.3% of the float, which although quite high, is achievable. It must be noted that the five largest holders own 58.65% of the share capital, whilst the 100 largest shareholders own 88.7% of the share capital.
<a href="https://www.smartkarma.com/entities/investor-ab-c8e86ae3-ba55-41f0-9edf-fd461533b72b" target="_blank" data-smartkarma-citation="entities:24796:1" rel="noopener">Investor AB (INVEA SS)</a> does not seem overly excited by the offer, unless a competing bid comes north of SEK 251/share.
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SOBI has been consistently trading above the offer price. The shares closed at SEK 242 on 10 September, c. 3% above the offer price.
The offer values SOBI at 15.6x EV/Fwd EBITDA, vs. a median multiple of 30x for takeovers of biotech firms announced over the past year, according to Bloomberg, and a median of 20x for takeovers carried out since 2010, according to data compiled by S&amp;P Market Intelligence.
Median implied valuation across multiples (both LTM and NTM) of SOBI is SEK 246.71/share, c. 5% above the offer price, and just 1.7% below the threshold at which the irrevocable undertakings would cease to apply.
On this basis, I believe that the offer from the bidding consortium may be sweetened; the market thinks alike. Recommendation is long SOBI SS, TP SEK 246.7. Further upside could come from a competing bid.
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A Swedish Orphan Biovitrum Ab (SOBI SS) takeover had been rumoured for years. In 2015, SOBI ended talks on a possible offer after reports that Biogen and Pfizer were among interested parties.
On 1 September, Advent International Corporation and GIC Special Investments Pte. Ltd. made an offer to acquire SOBI for SEK 69.4 bn, or SEK 235/share. The deal, once completed, could be the largest-ever LBO in Sweden and the largest LBO of a European healthcare company in five years.
The biding consortium is interested in SOBI’s product portfolio and focus on rare diseases.
There are irrevocable undertakings, 43.41% in aggregate, from Investor AB (36.45%) and Fjärde AP-Fonden (6.96%).  However, their agreement would lapse if another bid comes in at SEK 251/share and is recommended by the Board.
There is a minimum acceptance condition of 90% plus one share (necessary to initiate a compulsory acquisition procedure in respect of the remaining shares in the Company under the Swedish Companies Act). This means that the bidding consortium needs acceptances from 82.3% of the float, which although quite high, is achievable. It must be noted that the five largest holders own 58.65% of the share capital, whilst the 100 largest shareholders own 88.7% of the share capital.
Investor AB (INVEA SS) does not seem overly excited by the offer, unless a competing bid comes north of SEK 251/share.

SOBI has been consistently trading above the offer price. The shares closed at SEK 242 on 10 September, c. 3% above the offer price.
The offer values SOBI at 15.6x EV/Fwd EBITDA, vs. a median multiple of 30x for takeovers of biotech firms announced over the past year, according to Bloomberg, and a median of 20x for takeovers carried out since 2010, according to data compiled by S&amp;P Market Intelligence.
Median implied valuation across multiples (both LTM and NTM) of SOBI is SEK 246.71/share, c. 5% above the offer price, and just 1.7% below the threshold at which the irrevocable undertakings would cease to apply.
On this basis, I believe that the offer from the bidding consortium may be sweetened; the market thinks alike. Recommendation is long SOBI SS, TP SEK 246.7. Further upside could come from a competing bid.


Advent & GIC/SOBI: Awaiting a Sweetened Offer