Information Regarding Formal Sale Process

Please click here to access the transaction website in respect of the proposed financing related to the recommended cash acquisition of ADVANZ PHARMA Corp. Limited by CIDRON AIDA BIDCO LIMITED

The following page provides information relating to the formal sale process.

23 October: Formal Sale Process Announcement 23 October 2020
8 December: Formal Sale Process Update Announcement 8 December 2020.
21 January: Formal Sale Process Update Announcement 21 January 2021
27 January: Rule 2.7 Announcement 27 January 2021
25 February: Publication of Scheme Document
29 March: Publication of Meeting Results
12 May: Update on Regulatory Approvals and Date of the Court Sanction Hearing

Scheme Document and Supporting Materials

Scheme Document
BLUE Form of Proxy – Court Meeting

WHITE Form of Proxy – General Meeting

GREEN Form of Election

Articles of Association – ADVANZ PHARMA Corp. Limited

Articles of Association (as proposed to be amended pursuant to the Resolution, as defined in the Scheme Document) – ADVANZ PHARMA Corp. Limited

Virtual Meeting Guide

Articles of Association – Cidron Aida Bidco Limited

Memorandum of Association – ADVANZ PHARMA Corp. Limited
Memorandum of Association – Cidron Aida Bidco Limited

Rule 15 Letters

Rule 15 letter to participants in the management incentive plan (bonus participants) – 26 February 2021

Rule 15 letter to participants in the management incentive plan (non-bonus participants) – 26 February 2021


Rule 8

Rule 8.3 (JP Morgan Asset Management) – 26 October 2020
Rule 8.3 (Barings LLC) – 26 October 2020

Rule 8.3 (Barings LLC) – 27 October 2020

Rule 8.3 (Barings LLC) – 28 October 2020

Rule 8.3 (Barings LLC) – 30 October 2020
ADVANZ Pharma Corp. Limited - Form 8 Opening Position Disclosure – 2 November 2020

Rule 8.3 (Barings LLC) – 2 November 2020

Rule 8.3 (Barings LLC) – 3 November 2020

Rule 8.3 (The Capital Group Companies, Inc.) – 3 November 2020

Rule 8.3 (Barings LLC) – 5 November 2020

Rule 8.3 (Bybrook Capital LLP) – 6 November 2020
Rule 8.3 (GSO Capital Partners LP) – 6 November 2020
Rule 8.3 (Barings LLC) – 6 November 2020
Rule 8.3 (Solus Alternative Asset Management LP) – 6 November 2020
Rule 8.3 (Barings LLC) – 10 November 2020
Rule 8.3 (Barings LLC) – 11 November 2020
Rule 8.3 (Barings LLC) – 17 November 2020
Rule 8.3 (Barings LLC) – 20 November 2020
Rule 8.3 (Barings LLC) – 18 December 2020

Rule 8.3 (Barings LLC) – 23 December 2020
Rule 8.3 (Barings LLC) – 28 December 2020
Rule 8.3 (Barings LLC) – 31 December 2020
Rule 8.3 (Barings LLC) – 4 January 2021
Rule 8.3 (Barings LLC) – 5 January 2021
Rule 8.5 (Morgan Stanley & Co. LLC) – 1 February 2021

Rule 8.5 (Morgan Stanley & Co. LLC) – 2 February 2021

Rule 8.5 - Morgan Stanley Capital Services LLC – 2 March 2021
Rule 8.7 - Morgan Stanley Smith Barney LLC – 5 March 2021
Rule 8.5 - Morgan Stanley & Co International plc – 13 April 2021
Rule 8.5 - Morgan Stanley & Co LLC– 13 April 2021

Rule 2.11 Letters

Rule 2.11 letter to employees – 27 January 2021
Rule 2.11 letter to shareholders – 27 January 2021

Irrevocable undertakings

Shareholder irrevocable undertaking – Blackstone Credit – 27 January 2021
Shareholder irrevocable undertaking – Bybrook – 27 January 2021

Shareholder irrevocable undertaking – Solus – 27 January 2021

Shareholder irrevocable undertaking – CapRe – 27 January 2021

Shareholder irrevocable undertaking – Barings – 27 January 2021

Director irrevocable undertaking – Graeme Duncan - 25 February 2021

Director irrevocable undertaking – Adeel Ahmad - 25 February 2021

Irrevocable undertaking – Robert Sully - 25 February 2021


Financing

Announcement regarding updates to financing arrangements – 1 April 2021
Indenture – 1 April 2021

Announcement regarding updates to financing arrangements - 31 March 2021
Intercreditor agreement - 31 March 2021

Senior facilities agreement - 31 March 2021

Announcement from Bidco on the financing arrangements – 22 March 2021
Announcement from Bidco on the financing arrangements – 19 February 2021
Senior Facilities Fee Letter – 17 February 2021
HY Engagement Letter – 17 February 2021
Bridge Facilities Fee Letter – 17 February 2021
Commitment Letter – 17 February 2021
HY Engagement Letter – 18 January 2021

Bridge Facilities Fee Letter – 18 January 2021

Senior Facilities Fee Letter – 18 January 2021

Commitment Letter – 18 January 2021

Interim Facilities Agreement – 26 January 2021
Equity commitment letter – 27 January 2021

Acquisition-related arrangements

Co-operation agreement – 27 January 2021
Confidentiality agreement – 15 October 2020

Management warranty deed – 27 January 2021

No leakage covenant – 27 January 2021

Draft shareholders’ agreement

Draft Topco articles of association

Topco Undertaking – 25 February 2021
Topco Shareholders’ Agreement – 25 February 2021

Amending Agreement to the Investor Rights Agreement – 27 January 2021
Class A SPA – 27 January 2021
Class B SPA – 27 January 2021


Consent Letters

Consent letter from Jefferies for 2.7 Announcement dated 27 January 2021
Consent letter from Raymond James for 2.7 Announcement dated 27 January 2021

Consent letter from Barclays for 2.7 Announcement dated 27 January 2021

Consent letter from Morgan Stanley for 2.7 Announcement dated 27 January 2021
Consent letter from Barclays for Scheme Document dated 25 February 2021
Consent letter from Jefferies for Scheme Document dated 25 February 2021

Consent letter from Raymond James for Scheme Document dated 25 February 2021

Consent letter from Morgan Stanley for Scheme Document dated 25 February 2021

Financial Information

Audited accounts of ADVANZ PHARMA for the financial year ended 31 December 2020
Audited accounts of ADVANZ PHARMA for the financial year ended 31 December 2018

Audited accounts of ADVANZ PHARMA for the financial year ended 31 December 2019

Unaudited financial results of the ADVANZ PHARMA Group for the nine months ended 30 September 2020

Other documents incorporated by reference

Advanz Pharma Corp. Limited – Management Discussion and Analysis – 17 March 2021
Advanz Pharma Corp. Limited – Management Discussion and Analysis – 25 March 2020

Advanz Pharma Corp. Limited – Management Discussion and Analysis – 6 November 2020

Advanz Pharma Corp. Limited – Annual Information Form – 25 March 2020

Advanz Pharma Corp. Limited – Material Change Report – 10 January 2020

Advanz Pharma Corp. Limited – Material Change Report – 23 March 2020

Advanz Pharma Corp. Limited – Material Change Report – 31 March 2020

Advanz Pharma Corp. Limited – Material Change Report – 29 May 2020