Swedish Orphan Biovitrum AB (publ) (OM:SOBI) entered into a definitive agreement and plan of merger to acquire CTI BioPharma Corp. (NasdaqCM:CTIC) from a group of shareholders for $1.2 billion on May 10, 2023. Under the terms of the merger agreement, SOBI will commence a cash tender offer to acquire all issued and outstanding shares of CTI for $9.10 per share of common stock, representing an implied equity value of approximately $1.7 billion. Each share of CTI preferred stock that is issued and outstanding immediately prior to the Effective Time will be converted into the right to receive $91,000 per share. The transaction will be fully funded through committed debt financing which Sobi has obtained from Bank of America and Danske Bank, up to half of which is anticipated to be refinanced through an issuance of new ordinary shares of Sobi with preferential rights for existing shareholders of Sobi, after the closing of the acquisition. $883 million will be a debt financing and $787 million is short term equity bridge financing, which will be refinance through a rights issue post closing. Sobi’s main shareholder, Investor AB, has undertaken to vote in favor of the implementation of the rights issue at an extraordinary general meeting. Investor AB has also undertaken to subscribe for its pro rata share of the rights issue, corresponding to approximately 34.7% of the shares to be issued in the rights issue. Following the completion of the transaction, CTI will become a wholly owned subsidiary of Sobi. CTI team will join Sobi. In case of termination, CTI is required to pay Sobi a termination fee equal to $59,000,000.

The closing of the tender offer will be subject to customary conditions, including the tender of shares which represent at least a majority of the total number of CTI’s outstanding common shares and the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Upon the successful completion of the tender offer, Sobi would acquire any shares of CTI’s common stock not tendered through a second-step merger effected for the same per common share consideration of $9.10 per share in cash. The Board of Directors of CTI has unanimously approved the transaction and recommended that the shareholders of CTI tender their shares in the tender offer. The board of directors of SOBI also approved the transaction. Sobi has received an irrevocable undertaking from certain entities affiliated with BVF Partners L.P. (BVF) to tender all of their common shares, representing 6.7% of all outstanding common shares of CTI common stock. On June 9, 2023, the waiting period applicable to the Offer under the HSR Act expired. The transaction is expected to close in the third quarter of 2023. The acquisition is expected to be highly accretive to Sobi’s revenue and margins, starting in the near-term. Revenue and cost synergies are expected from leveraging the highly complementary nature of Sobi’s existing U.S. commercial operations and global sales infrastructure in haematology and rare diseases. Tender offer expired on June 23, 2023. As of the expiration, 110,640,230 shares of common stock of CTI had been validly tendered and not validly withdrawn, representing approximately 83.8% of CTI's outstanding shares of common stock. The conditions to the tender offer were satisfied, and Sobi will promptly pay the depositary for all validly tendered shares. Sobi expects to complete the acquisition of CTI on 26 June, 2023, through a merger without a vote or meeting of CTI's stockholders pursuant to Section 251(h) of the General Corporation Law of the State of Delaware. At the effective time of the merger, and subject to any perfected appraisal rights, all of the remaining shares of common stock of CTI not purchased in the tender offer will be converted into the right to receive the same $9.10 per share, net to the seller thereof in cash, without interest and subject to any applicable withholding taxes. Upon completion of the merger, CTI will become an indirect wholly owned subsidiary of Sobi, and the common stock of CTI will cease to be traded on the NASDAQ Stock Market.

Bank of America Europe DAC, Stockholm branch is acting as Sobi’s exclusive financial advisor in connection with the transaction and Scott Shean, Elizabeth Richards, Christopher Schott, Eveline Van Keymeulen, Nicole Liffrig Molife, Steven Chinowsky, Darryl Steensma, Michelle Ontiveros Gross, Grace Lee, Kirt Switzer, Michelle Carpenter, Joshua Holian, Patrick English, Erin Brown Jones, Andrew Galdes, Nathan Whitaker, Jonathan Shih and Leah Sauter of Latham & Watkins LLP is acting as legal advisor to Sobi on this transaction. Mannheimer Swartling is acting as legal advisor to Sobi in relation to the debt financing and rights issue. Centerview Partners LLC and MTS Health Partners are serving as CTI's financial advisors and Graham Robinson, Ashley, Katherine D, Cornely, SF,Goldner, Bruce, Jjingo, M. Janine, McConagha, William, Nelson, Timothy F., Raptis, Maria, Schwartz, David E and Spinowitz, Moshe of Skadden, Arps, Slate, Meagher & Flom LLP and Gibson, Dunn & Crutcher, LLP are serving as legal counsel. The Board of Directors of CTI has received a written opinion of Centerview Partners LLC. Paul, Weiss, Rifkind, Wharton & Garrison LLP is advising Centerview Partners as financial advisor to CTI BioPharma. CTI BioPharma Corp. retained D.F. King & Co., Inc. to act as the Information Agent and Computershare Trust Company, N.A. to act as the Depositary in connection with the Offer.

Swedish Orphan Biovitrum AB (publ) (OM:SOBI) completed the acquisition of CTI BioPharma Corp. (NasdaqCM:CTIC) from a group of shareholders on June 26, 2023.