Statement by the Board of Directors of Calliditas Therapeutics AB (publ) in relation to the public offer by Asahi Kasei Corporation

Core Viewpoint - The Board of Directors of Calliditas Therapeutics AB unanimously recommends that shareholders accept the public tender offer from Asahi Kasei Corporation, which values the company at SEK 11,164 million [1][3][18]. Group 1: Offer Details - Asahi Kasei has proposed a cash offer of SEK 208 per share and SEK 416 per American Depositary Share (ADS), representing a total offer value of SEK 11,164 million [3][14]. - The offer includes a premium of approximately 83% compared to the closing price of SEK 113.6 on May 27, 2024, and a premium of 74% compared to the closing price of USD 22.42 for the ADS on May 24, 2024 [9][14]. - The acceptance period for the offer is expected to start around July 18, 2024, and end around August 30, 2024, subject to extensions [4]. Group 2: Board's Evaluation - The Board has evaluated the offer based on the company's current market position, future opportunities, and associated risks, considering valuation methods typically used for public offers [11][17]. - The Board believes that the combination with Asahi Kasei will enhance Calliditas' product offerings and accelerate revenue growth and pipeline development [12][18]. - The Board has also noted the Irrevocable Undertakings from the three largest securityholders, representing approximately 44.65% of the total shares, to accept the offer [15]. Group 3: Financial Advisory - Lazard AB is acting as the financial advisor to Calliditas and has provided an opinion that the offer consideration is fair from a financial perspective [8][10][31]. - The financial advisory fee is contingent on the size of the offer consideration and whether the offer is completed [31]. Group 4: Strategic Implications - The proposed acquisition aims to address unmet medical needs in IgA nephropathy, focusing on the continued development of Calliditas' first-to-market product in this area [13]. - Asahi Kasei has expressed its commitment to retaining Calliditas' management and employees while potentially integrating operations for efficiency [18].