Vistin Pharma — M&A Activity 2017

Jul 11, 2017

Vistin Pharma ASA : Vistin Pharma announces the sale of its Opioids and CMO business

Vistin Pharma ASA : Vistin Pharma announces the sale of its Opioids and CMO business

Oslo, Norway, 11 July 2017

Norwegian pharmaceutical company Vistin Pharma ASA ("Vistin Pharma" or

"Company") announced today that the Company has entered a Sales and Purchase

agreement with TPI Enterprises Limited ("TPE") for the sale of its opioids and

tablet manufacturing business (CMO). TPE 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.

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

the 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 sale has been discussed with key shareholders, representing more than 50

percent of the shares in Vistin Pharma, prior to signing of the Sales and

Purchase agreement, and these have supported the transaction.

"The sale of our opioids and CMO business allows the company to focus entirely

on its core business, and strengthen our position as a leading global player in

the growing metformin market. We are pleased with the agreed terms which put

Vistin Pharma in a very strong financial position, with significant investment

and dividend capacity," says Chairman Ole Enger.

TPI is an independently-owned Australian company, which shares are listed on the

ASX (Australia) that manufactures narcotic raw material ("NRM"). The company has

been a strategic partner for the sourcing of narcotic raw material, and knows

Vistin Pharma well. TPE has signalled an intention to significantly invest in

Vistin Pharma's manufacturing plants in Gruveveien, Kragerø. TPE has operations

in Melbourne Australia and Lisbon Portugal.

"TPI has thorough insight into Vistin Pharma, and I am confident that the

company will become a good owner of our opioids and CMO business." says CEO

Kjell-Erik Nordby.

Vistin Pharma serves the global market for opioid with two key products, codeine

phosphate (used in analgesics and cough syrup) and pholcodine (used in cough

syrup). The CMO tablet manufacturing business produces finished products, with

its main customer being Weifa, Norway's leading consumer health company. For

2016, total revenue from the opioids and CMO business totalled NOK 221.5

million.

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

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

percent per annum for many years to come.

"Our decision to invest in a doubling of our metformin production capacity is a

witness of our intentions within this market. Following the divestment of our

opioids and CMO business we are in a better position than ever to successfully

grow our core metformin business," says Nordby.

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.