Australian Pharmaceutical Industries acquired by Wesfarmers subsidiary

Australian Pharmaceutical Industries, Wesfarmers and Wesfarmers Limited has entered into a scheme implementation deed with assistance from Ashurst.

Naomi Neilson • 11 November 2021 • Big Law

Australian Pharmaceutical Industries acquired by Wesfarmers subsidiary

Firm: Ashurst (Australian Pharmaceutical Industries Limited)

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Deal: Ashurst has advised Australian Pharmaceutical Industries (API) Limited on its $770 million acquisition by a wholly owned subsidiary of Wesfarmers Limited.

Value: Shareholders will receive $1.55 for each API share they hold, representing an equity value of approximately $770 million.

Area: M&A.

Key players: The team was led by corporate transactions partner Elspeth Arnold, who was assisted by partner Andrew Kim, counsel Eliza Blandford and associates Joseph Nguyen and Olivia Sun.

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Deal significance: The cash consideration is a material increase of $1.38 per API share originally offered under Wesfarmers Parent’s first proposal announced in July 2021, which was rejected by the board on the basis that it undervalued API.

The API directors have unanimously recommended that API shareholders vote in favour of the scheme, and each director intends to vote all of the API shares held or controlled by them in favour of the scheme in the absence of a superior proposal and subject to an independent expert concluding the scheme is in the best interests.

Commenting on the deal, Ms Arnold said: “We are delighted to have advised API on this significant transaction. The scheme provides certainty for API shareholders to realise significant value. We are looking forward to continuing to work with the API team in bringing the scheme to implementation to deliver the scheme’s benefits.”