CDH-CGP Outbids Varian Offer in Proposed Acquisition of Sirtex

June 15, 2018—Sirtex Medical Limited, an Australia-based global life sciences company focused on interventional oncology therapies, announced that it was entering into a binding scheme implementation deed with CDH Genetech (CDH) and China Grand Pharmaceuticals and Healthcare Holdings Limited (CGP). CDH Genetech is an entity wholly owned by funds advised by CDH Investments.

Sirtex advised that it terminated the previous scheme implementation deed with Varian Medical Systems, which is headquartered in Palo Alto, California.

In January, Varian had announced an agreement to acquire all the outstanding shares of Sirtex, valued at that time at approximately A$28 per share, representing a total equity purchase price of approximately A$1.585 billion (approximately US$1.28 billion).

On May 4, before the meeting to approve the Varian scheme, Sirtex received an unsolicited nonbinding, indicative, and conditional proposal from CDH Investments to acquire 100% of Sirtex. That proposal has been amended such that it is now being made jointly by both CDH and its strategic partner, CGP. On completion of the CDH-CGP scheme, Sirtex will be ultimately owned 51% by funds advised by CDH and 49% by CGP.

On June 14, Varian informed Sirtex that it would not be providing a counter proposal. Upon termination of the Varian scheme, Sirtex confirmed that it is required to pay a reimbursement fee of approximately A$16 million to Varian.

Under the CDH-CGP scheme, Sirtex shareholders will be entitled to A$33.60 per share in cash, which represents a 78.4% premium to the undisturbed Sirtex share price on January 29, 2018. The per-share price implies a fully diluted market capitalization for Sirtex of approximately A$1.9 billion. The CDH-CGP scheme consideration represents a 20% premium to the Varian offer price of A$28 per Sirtex share.

The CDH-CGP Scheme is subject to independent expert review on behalf of shareholders, shareholder approval, and regulatory and legal approvals.

The Sirtex board unanimously recommended that Sirtex shareholders vote in favor of the CDH-CGP scheme and intend to vote shares in their control in favor of the proposed CDH-CGP scheme, subject to Sirtex not receiving a superior proposal and the independent expert concluding that the CDH-CGP scheme is in the best interests of Sirtex shareholders. Final implementation of the transaction is expected to occur in September 2018.