Sweden’s Cortendo AB has announced its intention to relocate the parent company of the Cortendo group from Sweden to Ireland. The Company is contemplating effecting such redomiciliation through an exchange offer in which Cortendo plc, a newly incorporated Irish public limited company incorporated on behalf of the Company, would offer to acquire any and all issued ordinary shares of the Company in exchange for beneficial interests in ordinary shares of Cortendo plc in the form of depositary receipts (or, in the case of certain holders located in the United States, in exchange for cash, as further described below).
In the event such exchange offer is made, and should it be successfully completed, such offer would result in Cortendo plc becoming the ultimate parent company of the Cortendo group, and the Company becoming a subsidiary of Cortendo plc. It is anticipated by the Company that the redomiciliation from Sweden to Ireland will have the effect of facilitating tax-efficient allocations of capital within the Cortendo group and permitting tax-efficient returns of capital to shareholders. Furthermore, the board of directors expects that certain features of Irish company law will enable the Cortendo group to operate more flexibly and efficiently.
Ireland already has attracted companies like Biomarin, Shire, Retrophin and Jazz Pharmaceuticals, to name a few. This improved tax status makes the company more acquirable and possibly acquisitive as inversion strategies continue to feature prominently in the M&A market.