Proposed divestment of Aspen Asia Pacific (excluding China) for R26.5 billion

Durban – JSE-listed Aspen Pharmacare Holdings Limited (“APHL”), a global multinational specialty pharmaceutical company has announced that, through its wholly owned subsidiary, Aspen Global Incorporated (“AGI”), it has entered into binding agreements for the sale of 100% of its equity interests and intellectual property assets in Australia, New Zealand and other Asia Pacific regions (excluding China) (collectively, “Aspen APAC”) to Australian based private investment firm BGH Capital Pty Ltd as manager or advisor to BGH Capital Fund II (“BGH Capital”) via two special purpose companies (the “Purchasers”) (the “Proposed Transaction”).

Salient Features of the Proposed Transaction comprise:

1. The sale of 100% of the entities and/or assets held by AGI in Australia, New Zealand, Hong Kong, Malaysia, Taiwan and the Philippines, including relevant intellectual property commercialised within the APAC region.
2. The total unadjusted consideration is AUD 2 370 million (ZAR 26 477 million) on a cash and debt free basis, representing an Enterprise Value/Normalised EBITDA (FY 2025) multiple of c.11x. The consideration is subject to standard adjustments for certain net cash or debt items and any variance from an agreed working capital balance at completion of the Proposed Transaction.
3. AGI was not actively looking to sell the Aspen APAC business, however, following receipt of an unsolicited offer from BGH Capital, AGI and APHL’s boards of directors (the “Boards”) evaluated the offer and, based on its merits, resolved to invite BGH Capital to submit a binding offer.
4. Following a detailed assessment and careful consideration, the Boards are of the view that the Proposed Transaction offers Aspen’s shareholders (“Shareholders”) the opportunity to realise a compelling value for Aspen APAC.
5. In line with Aspen’s capital allocation model, the net proceeds of the Proposed Transaction will be allocated primarily to reduce debt and optimise the Group’s capital structure, substantially reducing financing costs, and simplifying its lender base.
6. Completion of the Proposed Transaction will enable the Group to have a heightened focus on its strategic growth drivers.
7. The Proposed Transaction is subject to the fulfilment or waiver (to the extent permissible) of conditions precedent typical for a transaction of this nature.

APAC’s senior leadership team will continue to lead the business throughout the transition to ensure stability and continuity and to maintain customer excellence standards which APAC is renowned for. Day-to-day operations, current employment and associated conditions are intended to continue as normal.

Stephen Saad, Aspen Group Chief Executive said, “This transaction is aligned with our strategic objectives and represents a compelling proposition for the Group and its shareholders. It allows us to unlock value from Aspen APAC, improves balance sheet flexibility and provides an enhanced foundation to execute on our growth strategy, and to drive value and returns for shareholders.”

Robin Bishop, Founding Partner at BGH Capital said, “This is an important acquisition for BGH Capital and we look forward to partnering with the Aspen APAC team. We recognise the vital role Aspen APAC plays in improving the health and quality of life in the communities it serves, and we are excited about the opportunity to invest in Aspen APAC and grow it across the region.”