Everest Medicines (1952) M&A announcement summary

Deal rationale and strategic fit

• Acquisition accelerates transformation into a leading integrated biopharma in Asia, consolidating market position in Southeast Asia, Hong Kong, Macao, and Taiwan, and aligns with a strategy to expand in Asia Pacific's chronic disease market.

• Leverages a platform with 14 branded products, a local team of 120 field staff, and Hasten's established product portfolio.

• Provides a one-stop platform for innovative drug commercialization in emerging Asian markets, focusing on cardiovascular and metabolic diseases.

• Capitalizes on low innovative drug penetration and regulatory reforms in Asia-Pacific, with first-mover advantages.

• Deepens presence in therapeutically aligned markets and supports long-term growth.

Financial terms and conditions

• Total consideration up to USD 250 million, payable in three installments: USD 150 million at closing, USD 50 million in Q1 2028, and USD 50 million in Q1 2029.

• Consideration represents a 22% discount to the appraised value of USD 320 million, based on a market approach valuation.

• Funded by 60% bank loans and 40% equity, with subsequent equity contributions from operating cash flow and internal resources.

• Maximum consideration/EBITDA multiple is 9.2x, below comparable company and historical transaction medians.

• Premium recognized as goodwill, with no additional annual amortization expenses.

Synergies and expected cost savings

• Significant synergies in product and operational capabilities, enhancing commercialization and expanding product portfolio.

• Integration expected to provide stable cash flow and improve profitability, with EBITDA margin above 30%.

• Strengthens business profile with recurring demand products and broadens revenue base.

• High transaction capital efficiency and clear shareholder return anticipated.