ST. PETER PORT, Guernsey, Oct. 21, 2015 /CNW/ – Cinven Capital Management (V) General Partner Limited (“Cinven“) announces that limited partnerships comprising the Fifth Cinven Fund and other entities controlled by or acting jointly with Cinven (the “Funds“) have acquired ownership of 7,233,338 common shares of Concordia Healthcare Corp. (“Concordia“), pursuant to the exercise of options with respect to the common shares of Concordia implemented pursuant to the terms of a Purchase Agreement dated September 4, 2015, as amended on October 20, 2015 (the “Agreement“) among Concordia, Concordia Investments (Jersey) Limited (a company incorporated in Jersey and a wholly-owned subsidiary of Concordia) (“Buyer“), the Funds, and certain other stockholders of Amdipharm Mercury Limited (a company incorporated in Jersey) (“AMCo“). Under the Agreement, Buyer acquired all of the issued and outstanding shares of AMCo in exchange for consideration to the Funds and the other stockholders of AMCo that included, among other things, 8,490,000 non-voting ordinary shares in the capital of the Buyer (the “Buyer Shares“) and an option providing for the exchange of the Buyer Shares for 8,490,000 common shares of Concordia (the “Option“). Immediately following completion of the transactions provided for in the Agreement (the “Transactions“), Concordia exercised the Option and, in respect of the Funds, exchanged all 7,233,338 Buyer Shares acquired by the Funds in the Transactions for 7,233,338 common shares issued to the Funds by Concordia. Prior to the completion of the Transactions and the exercise of the Option, none of Cinven, its joint actors, the Funds nor any other fund managed by or affiliated with Cinven or its joint actors owned or controlled any common shares of Concordia. The 7,233,338 common shares of Concordia acquired pursuant to the exercise of the Option by the Funds represent approximately 14.23% of the outstanding common shares of Concordia.
The value attributed under the Agreement to each common share of Concordia was C$107.30, being an amount equal to the value of a common share of Concordia as at immediately prior to the date of the Agreement calculated based on the last reported per share sales price (as of the end of regular trading at 4:00 p.m. (Eastern time) on the business day immediately prior to the date of the Agreement) of the common shares of Concordia on the Toronto Stock Exchange as reported by the Toronto Stock Exchange.
The Funds acquired the common shares of Concordia pursuant to the exercise of the Option implemented as part of the consideration for the sale of AMCo and its subsidiaries pursuant to the Agreement. The Funds may in the future take such actions in respect of their shareholdings in Concordia as they may deem appropriate in light of the circumstances then existing, including the sale of all or a portion of their holdings in the open market, in privately negotiated transactions to one or more purchasers or pursuant to prospectus qualified offerings of their common shares of Concordia.
Cinven’s address is East Wing, Trafalgar Court, Les Banques, St. Peter Port, Guernsey GY1 3PP. For further information please refer to the Early Warning Report to be posted on SEDAR at www.sedar.com or contact Hayley Tanguy, Director of Cinven, at +44 1481 749700.