Almirall reaches an agreement to acquire 100% of Poli Group

• Agreement to acquire 100% of the share capital of Poli Group Holding S.r.l.

• Acquisition will bring added revenues, a growth portfolio and complementary skills in Dermatology OTC.

• Almirall will also obtain a Dermatology focused R&D structure with proprietary formulation technology (HPCH) and three clinical stage pipeline projects.

• Transaction significantly accretive to Adjusted EPS in the first full year following completion.

• Almirall takes another decisive step towards becoming a leading specialty pharmaceutical company with a strong focus on improving lives of Dermatology patients.

With this strategic transaction Almirall continues to execute on the plan to become a top global Dermatology player announced last year after the transfer agreement with AstraZeneca.

Poli Group has a diversified and growing portfolio of proprietary and well-established drugs, focused on Dermatology and complemented with a strong portfolio of Gynaecology and Respiratory products, the latter promoted through distributors. The acquired brands include Ciclopoli®, the flagship product that has led Poli Group to become a world leader in nail diseases (onychomycosis), a large and underserved market affecting approximately 10-15% of the total population. Other main Dermatology products include Sililevo® and Zeloglin®, used to treat nail psoriasis and rosacea. C. 60% of the product sales of Poli Group, all their activities in R&D and all their direct commercial efforts are in the Dermatology area.

Poli Group’s products are commercialised in 70 countries, with a focus on Europe and Asia. For the last 12 months, ending in June 2015, the company generated net sales close to €85m. The company has 85 employees.

This acquisition is the next step in the strategic evolution of Almirall, moving further into a Specialty Pharma model focused on Dermatology. Through the acquisition Almirall will:

• Grow its revenues in the Dermatology market globally.

• Expand its existing Dermatology portfolio with recognized and growing international brands for nail psoriasis and onychomycosis treatment.

• Reinforce our OTC presence in Germany significantly

• Reach further critical mass in Almirall’s key Dermatology markets and an opportunity to further develop activities in the US.

• Gain direct exposure to fast-growing territories.

• Obtain a Dermatology focused R&D structure with proprietary formulation technology (HPCH) and three clinical stage Dermatology products.

• Leverage its existing organisational strength in manufacturing, R&D, commercial and business development.

Jorge Gallardo, President of Almirall, commented: “This important transaction is the result of our continued focus on growing our presence in the global Dermatology market. The products of Poli Group will provide Almirall with leading market positions in key geographies in which we want to increase our footprint. We still have room to grow in Dermatology and will continue to analyse opportunities in the market”.

Terms of the transaction

The transaction is subject to Almirall’s shareholders approval and will have to be approved by antitrust authorities in certain markets. Almirall does not envisage any significant obstacles to closing by the end of this year or beginning of 2016.

The transaction will be funded using Almirall’s available cash balance and is expected to be accretive to Adjusted EPS in year 1.

Nomura International plc is acting as exclusive financial adviser and BonelliErede is acting as legal advisor to Almirall.

Banca IMI is acting as exclusive financial adviser and Gianni, Origoni, Grippo, Cappelli & Partners is acting as legal advisor to Poli Group