Vistin Pharma — M&A Activity 2017

Jul 13, 2017

Vistin Pharma ASA : agreement to sell Opioids and CMO business - extended announcement

Vistin Pharma ASA : agreement to sell Opioids and CMO business - extended announcement

Oslo, Norway, 13 July 2017

Reference is made to the stock exchange announcement on 11 July relating to the

sale of Vistin Pharma ASA's ("Vistin Pharma" or "Company") opioids and tablet

manufacturing business (CMO) (collectively, the "Business") to TPI Enterprises

Limited (TPI). TPI will pay a cash consideration of NOK 100 million, as well as

the value of inventory transferred at the date of closing. The inventory value

at 31 March 2017 was NOK 62 million. The transaction will have a positive net

cash effect of NOK 140 - 150 million, before any transaction costs.

Upon completion of the transaction, Vistin Pharma will be a pure play metformin

producer, with a strong position in the global market and with significant

growth ambitions. Metformin is used as the 1(st) line treatment of diabetes 2, a

disease that is expected to grow by 50% towards 2030, and affect more than 500

million people. The global market for metformin is expected to grow by four to

five percent per annum for many years to come and Vistin Pharma is attractively

positioned to capture this growth.

The transaction

The transaction will be completed through a demerger of the Business from Vistin

Pharma's subsidiary Vistin Pharma AS to a wholly-owned subsidiary of Vistin

Pharma, TPI Norway AS ("TPIN"), and a sale of the shares in TPIN to TPI.

Subject to the completion of the demerger of Vistin Pharma AS, and the transfer

of the required production licence from the Norwegian Medical Agency to the

demerged entity, the transaction is expected to be closed early in the fourth

quarter of 2017.

The Business is currently not a separate legal entity, but forms two out of

three business areas in Vistin Pharma AS. The board of Vistin Pharma AS consists

of Kjell Erik Nordby, Gunnar Manum, Jørn Henning Isaksen and Åse Musum. The key

management of Vistin Pharma is Kjell-Erik Nordby, Gunnar Manum, Valborg Godal

Vold, Liesl Hellstrand, Hilde Merete Hagen and Erik Løkke-Øwre.

The Business has not been subject to separate financial reporting, however, the

CMO business area, which forms part of the Business, has been a separate

reporting segment within Vistin Pharma. Below are some key financial data for

this segment:

+--------------------------+---------+---------+-------+-------+

| (in NOKm) | Q1 2017 | Q1 2016 | 2016 | 2015* |

+--------------------------+---------+---------+-------+-------+

| Total revenue and income | 27.5 | 30.4 | 122.3 | 68.9 |

+--------------------------+---------+---------+-------+-------+

| Adj. EBITDA** | 2.2 | 2.8 | 2.7** | 4.4 |

+--------------------------+---------+---------+-------+-------+

| Net assets | 42.8 | 38.0 | 42.5 | 34.8 |

+--------------------------+---------+---------+-------+-------+

*The Company commenced operations on 1. June 2015

** EBITDA 2016 before redundancy provisions of NOK 5.8m

The opioids business area has not been subject to separate financial reporting,

but has been part of the B2B segment of Vistin Pharma. The opioids business area

had revenue of NOK 99.2 million in 2016 and revenue of NOK 26.4 million in the

first quarter 2017.

The number of employees expected to transfer to TPIN is 94. The employment

contracts for the employees who will transfer to TPIN through the demerger will

not be affected by the transaction.

The CEO and CFO of Vistin Pharma have a bonus agreement as part of their

remuneration, which is linked to the successful completion of the transaction.

There are no other, nor are there expected to be any, agreements made that would

benefit board members or other key personnel at Vistin Pharma as a result of the

transaction. Vistin Pharma will enter into a transitional service agreement with

TPIN for delivery of certain transitional services.

Rothschild & Co. is acting as financial advisor to Vistin Pharma.

*****

For further information, please contact:

Kjell-Erik Nordby

CEO

+47 91 36 42 80

kjell-erik.nordby@vistin.com

Gunnar Manum

CFO

+47 95 17 91 90

gunnar.manum@vistin.com

About Vistin Pharma

Vistin Pharma is a Norwegian pharmaceutical company producing Active

Pharmaceutical Ingredients (APIs) and solid dosage forms for the global

pharmaceutical industry. The Company has key positions in the Metformin and

Opioids markets, and a strong foundation for creating a highly efficient

Contract Manufacturing tablet production (CMO) business.  Solid growth

potentials exist in all the business segments.

With more than 65 years of pharmaceutical industry experience, Vistin Pharma has

built significant capacity and expertise as an API provider. The Company has

more than 140 highly qualified employees and two manufacturing facilities in

Kragerø, Norway. Both facilities are certified according to current Good

Manufacturing Practice (cGMP) and successfully inspected by the US Food and Drug

Administration (FDA) in 2014. Vistin Pharma's headquarter is in Oslo, Norway.

This information is subject to the disclosure requirements pursuant to section

5-12 of the Norwegian Securities Trading Act.