Pharming Technologies completes acquisition of Abliva AB, extends acceptance period

On December 15, 2024, Pharming Technologies B.V. , a wholly-owned subsidiary of Pharming Group N.V., announced a recommended cash offer to the shareholders of Abliva AB to tender all their shares in Abliva to Pharming at a price of SEK 0.45 in cash per share. An offer document relating to the Offer was published on January 15, 2025.

At the end of the acceptance period of the Offer on February 7, 2025, the Offer had been accepted by shareholders representing a total of 1,413,841,472 shares and votes in Abliva, corresponding to approximately 87.7 percent of the total number of shares and votes in Abliva.¹ As a result, Pharming controls in total 1,413,841,472 shares and votes in Abliva, corresponding to approximately 87.7 percent of the total number of shares and votes in Abliva.

As set out in the offer announcement press release and the offer document regarding the Offer which was made public on January 15, 2025, completion of the Offer is conditional upon, inter alia, the Offer being accepted to such extent that Pharming becomes the owner of shares in Abliva representing more than 90 percent of the total number of shares in Abliva (on a fully diluted basis). As further set out, Pharming has reserved the right to waive, in whole or in part, one, several, or all of the conditions for completion of the Offer, including, with respect to the acceptance level condition, to complete the Offer at a lower level of acceptance.

Pharming has now decided to waive the acceptance level condition. Accordingly, as all other conditions for completion of the Offer have been satisfied, the Offer is declared unconditional and Pharming will thus complete the acquisition of all shares in Abliva that have been tendered in the Offer. Settlement for shares tendered in the Offer up to and including February 7, 2025, is expected to be initiated on or around February 14, 2025.

To enable the remaining shareholders of Abliva who have not tendered their shares to accept the Offer, Pharming has decided to extend the acceptance period until February 20, 2025 at 15:00 CET. Settlement for shares tendered in the Offer during the extended acceptance period is expected to commence on or around February 27, 2025.

Since the Offer is now unconditional, shareholders who have accepted the Offer, or will accept the Offer, have no right to withdraw their acceptances.

As set out in the offer document, the Offer does not include warrants issued by Abliva to employees and members of Abliva’s Board of Directors as part of incentive programs. Pharming has entered into agreements with all such warrant holders to acquire the Warrants, in aggregate 68,131,850 Warrants, at a price which entails a reasonable treatment. The offered price is based on a Black&Scholes valuation of the Warrants. The offered price per Warrant ranges between SEK 0.03–SEK 0.054 depending on the terms and conditions for each different series. This means that Pharming, excluding warrants held by Abliva and its subsidiaries, controls all warrants in Abliva.

Except as set out above, neither Pharming nor any party closely related to Pharming has acquired or agreed to acquire any Abliva shares or any financial instruments that give a financial exposure to Abliva shares outside of the Offer.

If Pharming, whether in connection with the Offer or otherwise, acquires shares representing more than 90 percent of the total number of shares in Abliva, Pharming intends to initiate a compulsory acquisition procedure in respect of the remaining shares in Abliva under the Swedish Companies Act. In connection therewith, Pharming will act in furtherance of a delisting of the Abliva shares from Nasdaq Stockholm.