Wrap Text
Proposed divestment of Aspen APAC (excluding China)
ASPEN PHARMACARE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number: 1985/002935/06
Share code: APN
ISIN: ZAE000066692
LEI: 635400ZYSN1IRD5QWQ94
("Aspen" or "the Company" or "APHL" and,
together with its affiliates, the "Group")
PROPOSED DIVESTMENT OF ASPEN APAC (EXCLUDING CHINA)
1. SALIENT FEATURES
1.1 Aspen, through its wholly owned subsidiary, Aspen Global Incorporated ("AGI"), 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 adviser to BGH Capital Fund II ("BGH Capital") via two special purpose
companies ("the Purchasers") (the "Proposed Transaction").
1.2 The Proposed Transaction comprises 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.
1.3 The total unadjusted consideration is AUD 2 370 million (ZAR 26 477 million(1)) on a cash and
debt free basis, representing an EV/Normalised EBITDA (FY 2025) multiple of c.11x(2). 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.
1.4 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.
1.5 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, and accordingly the Boards will recommend that
the Shareholders approve the Proposed Transaction in terms of the Circular referred to in
paragraph 10 below.
1.6 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.
1.7 Completion of the Proposed Transaction will enable the Group to have a heightened focus on
its strategic growth drivers.
1.8 The Proposed Transaction is subject to the fulfilment or waiver (to the extent permissible) of
conditions precedent typical for a transaction of this nature.
2. INTRODUCTION
2.1 Shareholders are advised that AGI, a wholly owned subsidiary of APHL, and APHL have
concluded binding transaction agreements with the Purchasers in relation to the Proposed
Transaction.
2.2 The Proposed Transaction comprises the sale of 100% of the entities and/or assets held by
AGI in Australia (including 100% of Aspen Pharma Proprietary Limited, which owns the
Dandenong manufacturing facility in Australia), New Zealand, Hong Kong, Malaysia, Taiwan
and the Philippines, including relevant intellectual property commercialised within the APAC
region.
3. RATIONALE FOR THE PROPOSED TRANSACTION
3.1 Aspen's Australian and New Zealand operations have been instrumental to Aspen's growth,
marking its first expansion outside South Africa in the early 2000s. The APAC region has
grown both through acquisitions and organically, becoming one of Aspen's key regions,
contributing 18% of total Group revenue and 26% of total Group EBITDA for the financial year
ended 30 June 2025.
3.2 The Proposed Transaction represents an attractive proposition for Shareholders. The key
reasons for this include:
3.2.1 Compelling value: The offer received for the Aspen APAC business represents a fair
value and provides a tangible demonstration of the value created within the Group over
time. Consistent with the Group's strategy to unlock the underlying sum-of-the-parts value,
the Proposed Transaction delivers a significant realisation of value to Shareholders;
3.2.2 Balance sheet flexibility: The Proposed Transaction provides an opportunity for the
Group to simplify its lender base and ensure improved balance sheet flexibility for future
capital allocation. The optimised balance sheet will provide Aspen with an enhanced
foundation on which to deliver on its strategic objectives and drive value and returns for
Shareholders. The reduced debt levels as a consequence of deleveraging will materially
lower financing costs;
3.2.3 Heightened focus on the Group's growth drivers: The completion of the Proposed
Transaction will enable the Group to focus more acutely on the identified drivers of future
growth and performance, in particular:
- Sustainable organic revenue and EBITDA growth for its Commercial Pharmaceuticals
business underpinned by its strong emerging market footprint, higher profit
contribution from the recently reshaped business in China, the growth strategy for
Mounjaro in South Africa and sub-Saharan Africa and executing plans for the launch
of Aspen's generic semaglutide GLP-1 injectable products in Canada and key
emerging markets;
- For Aspen's Sterile Finished Dose Form ("FDF") Manufacturing business, the
implementation of the strategy to reshape the loss-making facilities in France and
South Africa and restore them to profitability by FY 2027, commercialisation of the
insulin contract, procuring regulatory approval for and subsequent commercialisation
of the Serum paediatric vaccines, securing further contracts as well as onboarding
future generic GLP-1 injectable production volumes; and
- Generating stronger free cash flow supported by achieving an operating cash
conversion ratio greater than 100%, reduced capital expenditure and lower working
capital investment.
4. DESCRIPTION OF ASPEN AND ASPEN APAC
4.1 With a 170-year heritage, Aspen is a global specialty and branded multinational
pharmaceutical company with a presence in both emerging and developed markets. Aspen
has more than 9,300 employees at 63 established offices in over 46 countries and territories
and improves the health of patients in more than 115 countries through its high quality,
affordable medicines.
4.2 Aspen Australasia, with operations in Australia and New Zealand, boasts a comprehensive
portfolio of medicines, including regional and global brands across Prescription, OTC, and
Injectable products. The manufacturing site in Dandenong produces FDF products and also
engages in third-party manufacturing. Aspen Australasia has a diverse range of
manufacturing capabilities covering liquids, creams, ointments, suspensions, tablets,
capsules, and powders.
4.3 Aspen Australasia's operations encompass end-to-end pharmaceutical capabilities, including
manufacturing, regulatory affairs, quality assurance, supply chain management and
established sales and marketing infrastructure covering both prescription and consumer
health products.
4.4 Aspen Australasia ranks amongst the top five OTC companies in Australia by both value and
volume. The Australasian business recorded positive revenue growth in constant exchange
rate ("CER") in FY 2025 of 2%, underpinned by its growing OTC segment.
4.5 Aspen APAC operates through subsidiaries and distributor partnerships across key territories
in Southeast Asia (including Taiwan, Malaysia, Philippines, Vietnam, South Korea, Hong
Kong, Thailand and Indonesia), with local teams managing commercial activities, regulatory
compliance, and supply logistics. The Southeast Asian sub-group, which excludes China,
reported solid CER revenue growth of 4% in FY 2025.
4.6 Both the Australasia and Southeast Asia businesses maintain established compliance
systems and broad product portfolios across multiple therapeutic areas. This enables a
relatively simple separation from Aspen following Completion of the Proposed Transaction.
5. DESCRIPTION OF BGH CAPITAL AND THE PURCHASERS
5.1 BGH Capital was established in 2017 as an independent investment firm based in Melbourne,
Australia, owned and managed by its founding partners, Mr Robin Bishop, Mr Benjamin Gray,
and Mr Simon Harle. BGH Capital manages two funds with aggregate committed capital in
excess of AUD 6.2 billion, targeting investments in Australia and New Zealand across multiple
sectors, including a significant focus on healthcare.
5.2 BGH Capital partners with founders and management teams in Australia and New Zealand to
help them build strong, sustainable, market-leading businesses. It provides its portfolio
companies with the capital they need to grow, as well as strategic, analytical and operational
resources to help them realise their full potential.
5.3 The Purchasers have been incorporated by BGH Capital Fund II for the purpose of acquiring
Aspen APAC as part of the Proposed Transaction.
6. KEY TERMS OF THE PROPOSED TRANSACTION
6.1 Proposed Transaction Consideration
6.1.1 The total unadjusted consideration is AUD 2 370 million (ZAR 26 477 million(3)), on a cash
and debt free basis, representing an EV/Normalised EBITDA (FY 2025) multiple of c.11x(4).
The consideration is subject to standard adjustments for certain net cash or net debt items
and any variance from an agreed working capital balance in Aspen APAC at Completion
("Consideration").
6.2 Application of the Consideration
6.2.1 In line with its capital allocation model, Aspen intends to apply the net proceeds of the
Consideration primarily to reduce Group debt, substantially lowering financing costs,
simplifying its lender base and providing improved balance sheet flexibility for future capital
allocation.
6.3 Conditions Precedent to the Proposed Transaction
The Proposed Transaction is subject to the fulfilment or waiver (to the extent permissible) of
certain conditions precedent as agreed in the transaction agreements namely:
6.3.1 an ordinary resolution in terms of the JSE Listings Requirements as described in paragraph
8 below being approved by Shareholders at a general meeting of Shareholders ("General
Meeting") to be convened in accordance with the notice of General Meeting to be included
in the Circular referred to in paragraph 10 below; and
6.3.2 the parties having obtained (i) regulatory clearances from the relevant authorities in the
relevant jurisdictions and (ii) counterparty change of control approvals or consents relevant
to the Aspen APAC entities ("Conditions Precedent").
6.4 Completion of the Proposed Transaction
6.4.1 Following satisfaction of the Conditions Precedent, the Proposed Transaction will be
deemed to have reached completion on the last business day of the calendar month during
which the final Condition Precedent is satisfied provided 15 business days remain in that
month, otherwise the last business day of the calendar month following the month during
which the final Condition Precedent is satisfied or such other date as the parties may agree
in writing ("Completion").
6.4.2 Subject to the fulfilment or waiver (to the extent permissible) of the Conditions Precedent
set out in paragraph 6.3 above, Aspen expects Completion of the Proposed Transaction
to occur during the second quarter of the 2026 calendar year.
7. FINANCIAL INFORMATION
Shareholders are advised that:
7.1 The book value of the net assets of Aspen APAC was ZAR 23 209 million as at 30 June 2025,
based on the latest audited annual financial statements of the Group which were prepared in
accordance with International Financial Reporting Standards ("IFRS"). The book value of the
net assets of Aspen APAC was ZAR 22 281 million as at 30 November 2025(5). The net asset
value of the intellectual property being disposed of by AGI has been determined based upon
key judgements and assumptions applied, and as such the value may vary depending on the
outcome of the auditor review process which will only be finalised prior to the publication of
the Proposed Transaction circular to Shareholders (as referred to in paragraph 10 below).
7.2 Based on income statement values extracted from the latest audited annual financial
statements of the Group for the year ended 30 June 2025 which were prepared in accordance
with IFRS ("APAC Income Statement"), the reported profits after tax attributable to the net
assets of Aspen APAC were ZAR 1 611 million. The APAC Income Statement values have
not been reviewed by Aspen's external auditors.
7.3 The Group has also completed an illustrative APAC CER income statement for the year ended
30 June 2025 in terms of which the APAC values have been recalculated by applying average
exchange rates for the 5 months from 1 July 2025 to 30 November 2025. The methodology
applied is consistent with that used in the 30 June 2025 Group annual financial statements
and reviewed by Aspen's external auditors. The illustrative APAC CER income statement
values have not been reviewed by Aspen's auditors.
Key illustrative APAC CER income statement values are set out below:
Revenue ZAR 7 792 million
Normalised EBITDA ZAR 2 445 million
Normalised HEPS 363 cents
HEPS 361 cents
EPS 336 cents
The listing of the average exchange rates against the Rand for the currencies contributing to
the impact of exchange rate movements in Aspen APAC are set out below:
Currency 30 June 2025 30 November 2025
EUR 19.759 20.417
ZAR 1.000 1.000
AUD 11.757 11.445
USD 18.164 17.508
GBP 23.504 23.476
NZD 10.727 10.251
SEK 1.752 1.844
PHP 0.317 0.304
CHF 20.971 21.890
MYR 4.128 4.154
NTD 0.567 0.579
8. CATEGORISATION OF THE PROPOSED TRANSACTION
8.1 As the value of the Proposed Transaction exceeds the 30% ratio outlined in paragraph 9.5 of
the JSE Listings Requirements, namely, the percentage ratio resulting from the Consideration
divided by the aggregate market value of Aspen shares, excluding treasury shares, at the
time of this announcement, it meets the definition of a category 1 transaction as contemplated
in Section 9 of the JSE Listings Requirements. As a result, the Proposed Transaction is
required to be approved by Shareholders by way of an ordinary resolution, which will require
the support of more than 50% of the votes exercised on it.
8.2 The Proposed Transaction does not constitute a disposal by a subsidiary of the Company of
all or the greater part of the assets or undertaking of the Company, as contemplated in section
112 read with section 115(2)(b) of the Companies Act.
9. LIVE WEBCAST DETAILS
9.1 A live webcast and presentation relating to the details of the announcement will be scheduled
in January 2026. The webcast link will be provided in due course.
10. DOCUMENTATION
10.1 A circular setting out additional details of the terms of the Proposed Transaction and the
details required in terms of the JSE Listings Requirements ("Circular") will be distributed to
Shareholders, on or about 20 March 2026. The Circular will, amongst other things, incorporate
a notice convening a General Meeting of Shareholders at which Shareholders will be
requested to consider, and if deemed fit, to pass, with or without modification the relevant
resolutions required to approve the Proposed Transaction.
10.2 Stephen Saad and Gus Attridge, as well as the trusts they are associated with, have signed
irrevocable undertakings to vote the Aspen shares under their respective control, totalling 58
797 851 and 19 108 606 shares and approximately 13% and 4% of the current issued share
capital of Aspen, respectively, in favour of proceeding with the Proposed Transaction at the
General Meeting of Shareholders required to approve the Proposed Transaction.
1 Based on the ZAR / AUD exchange rate of 11.170 on 24 December 2025
2 Based on applying the average exchange rates for the 5 months to November 2025 to the Proposed
Transaction consideration on a cash and debt free basis and the Normalised EBITDA as at 30 June
2025 (refer to section 7 for further detail)
3 Based on the ZAR / AUD exchange rate of 11.170 on 24 December 2025
4 Based on applying the average exchange rates for the 5 months to November 2025 to the Proposed
Transaction consideration on a cash and debt free basis and the Normalised EBITDA as at 30 June
2025 (refer to section 7 for further detail)
5 Additional disclosure for comparison to the Proposed Transaction Consideration based on the
closing exchange rates on 30 November 2025
Durban
29 December 2025
Financial Adviser, Transaction Sponsor and Corporate Broker to Aspen
Rand Merchant Bank, a division of FirstRand Bank Limited
Date: 29-12-2025 07:05:00
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