Sunrise Capital II’s Asamiya Co., Ltd. merges with Meiwa Co., Ltd. to form LIFEDRINK COMPANY Inc.

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Tokyo, Monday 16 January, 2017

– CLSA Capital Partners, the alternative asset management arm of CLSA, is pleased to announce Sunrise Capital II ’s (“Sunrise II”) Asamiya Co., Ltd. (“Asamiya”), a low-cost beverage manufacturer headquartered in Osaka, and Meiwa Co., Ltd. (“Meiwa”), a beverage wholesaler headquartered in Tokyo, have reached an agreement to merge and form a new company, which will primarily focus on the sales and promotion of beverages and other food -related products.

Asamiya and Meiwa are expected to merge on March 1, 2017 and establish a new company named LIFEDRINK COMPANY Inc .(“LDC”) Sunrise II is a CLSA Capital Partners’ fund that invests in established, mid-cap companies with strong growth potential in Japan. Asamiya manufactures various food-related products with a key focus on beverages such as pet-bottled mineral water and tea. The company has nation-wide production facilities operating through its group’s subsidiaries and is renowned for its low-cost operations achieved through in-house integration of the value chain from procurement, manufacturing, logistics and distribution. To date, Asamiya has supplied safe and secure products to consumers at affordable prices mainly in West Japan.

On the other hand, Meiwa has been successful in identifying customer needs and has built a strong reputation as a reliable company for promoting and stably distributing safe and secure products sought -afterby customers, mainly in East Japan.Sunrise II believes that through the merger of the two companies, the newly established food/beverage-related promotion and distribution company, LDC, will be able to benefit from the strengths and synergies between Asamiya and Meiwa and will be capable of tapping an even wider client base through its affordable and sought-after products. In addition, Sunrise II believes that the merger will further optimise operations and contribute to building a stronger management platform, which will assist the company in further expanding the business. Sunrise II will continue to support further acceleration of growth in the newly established company, LDC.

About Sunrise Capital

Sunrise Capital is a Japan-dedicated private equity strategy, capitalising on opportunities in the mid-cap buyout sector. Sunrise Capital’s unique features include a hands-on approach and support with overseas expansion through CLSA’s global network. Sunrise Capital has completed investments in 10 companies to date and is assisting in realising their growth potential since its establishment in 2006.

About CLSA Capital Partners

CLSA Capital Partners is the alternative asset management arm of CLSA, Asia’s leading and longest-running brokerage and investment group. CLSA Capital Partners has more than US$3 billion under management and offices across the region, including Hong Kong, Singapore and Tokyo. CLSA Capital Partners offers a diversified and increasing range of investment strategies managed by a diverse team of industry professionals with expertise in private equity, banking and finance, law and accountancy and various industry specialisations.

For more information visit www.clsacapital.com

MEDIACONTACTS

Simone Wheeler

Global Head, Group Communications

CLSA

T: +852 2600 8196

E: simone.wheeler@clsa.com

Mandy Ho

Senior Communications Manager

CLSA

T: +852 2600 8193

E: mandy.ho@clsa.com

 

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IK Investment Partners to sell Colosseum Smile to Jacobs Holding AG

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IK Investment Partners to sell Colosseum Smile to Jacobs Holding AG

IK Investment Partners (“IK”) is pleased to announce that the IK 2007 Fund has reached an agreement to sell Colosseum Smile Group, leading provider of private dental care in Scandinavia, to Jacobs Holding AG (“JAG”). Financial terms of the transaction are not disclosed.

Colosseum Smile Group was acquired by IK in 2010 and has since then accelerated its growth and consolidation of the Scandinavian dentistry market. Today Colosseum Smile is the leading provider of private dental care in Scandinavia with 52 clinics in Norway, Sweden and Denmark, offering a range of services from basic dental care to specialist surgery.

“Together with our employees and supported by IK, we have successfully developed Colosseum Smile from two smaller dentist chains to a high quality private dental care provider. We believe we have now reached a phase when we, together with JAG, will be able to take the next step in our development to reach our mission to be the best and most recognised Scandinavian provider of modern dental care for both customers and producers,” said David Halldén, CEO of Colosseum Smile.

Headquartered in Oslo, Colosseum Smile offers a full range of dental care services through its state of the art clinics across Scandinavia. The group has more than tripled in size since IK acquired Colosseum in Norway 2010 and merged Colosseum and Smile in Sweden in 2014.

Colosseum Smile has taken an active role in consolidating the fragmented dental care markets in Norway, Sweden and Denmark. Today the group’s sales amount to over 1.2 billion NOK.

”With numerous acquisitions and a merger, and together with Colosseum Smile’s management team, we have successfully transformed the company from an entrepreneurial endeavor to a leading chain in Scandinavia. The company is a first mover to integrate and consolidate the Scandinavian market, and is now ready to further leverage its platform,” said Thomas Klitbo, Partner at IK Investment Partners and advisor to the IK 2007 Fund.

“We are looking forward to acquire Colosseum Smile Group with its strong track record of delivering high quality care and offering excellent value to its patients and producers alike. We are excited to partner with the management team, and support them in their continuous efforts of building the leading dentistry chain in the Nordics,” said Tomas Aubell, Head of Investments at JAG.

The transaction is expected to close in the beginning of 2017.

For further questions, please contact:

Colosseum Smile
David Halldén, CEO
Phone: +46 708 441998

IK Investment Partners
Thomas Klitbo, Partner
Phone: +44 207 304 4300

Mikaela Hedborg
Communications & ESG Manager
Phone: +44 77 87 573 566
mikaela.hedborg@ikinvest.com

About Colosseum Smile
Colosseum Smile is Scandinavia’s largest private dental chain with 52 clinics in Norway, Sweden and Denmark. The group has more than 1,200 employees. W e are a dental chain with general dentists, dental hygienists, dental assistants and 90 leading specialists in all dental areas – all with the ambition to offer the best Nordic dentistry. Involvement, Innovative thinking and a holistic perspective form the cornerstones of Colosseum Smile’s values and guides us in how we conduct dental treatment and our aspiration to be the industry’s best workplace. For more information, please visit www.smile.se and www.colosseumklinikken.no

About IK Investment Partners
IK Investment Partners (“IK”) is a Pan-European private equity firm focused on investments in the Nordics, DACH region, France, and Benelux. Since 1989, IK has raised more than €9 billion of capital and invested in over 100 European companies. IK funds support companies with strong underlying potential, partnering with management teams and investors to create robust, well positioned businesses with excellent long-term prospects. For more information, visit www.ikinvest.com

About Jacobs Holding AG
JAG is a global professional investment firm based in Zurich and founded in 1994 by entrepreneur Klaus J. Jacobs. Its sole economic beneficiary is the Jacobs Foundation, one of the world’s leading charitable foundations dedicated to child and youth development. JAG has an established track record of holding its investment for long periods with the aim to successfully compete and become global market leaders in their respective fields. Previous and current investments include Jacobs Suchard AG, Adecco Group AG and Barry Callebaut AG. For more information, visit www.jacobsag.ch

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Sale of Clean Surface Technology Co., Ltd.

Polaris

Polaris Private Equity Fund III (“Polaris Fund III”), managed by Polaris Capital Group Co., Ltd. (“Polaris”), has agreed with Mitsui Matsushima Co., Ltd. on the sale of all of the shares of Clean Surface Technology Co., Ltd. (“CST”) (with 100% of the voting rights) owned by Polaris Fund III and other shareholder to Mitsui Matsushima Co., Ltd. and signed Share Purchase Agreement today.

Since its inception as Japan’s first specialist mask blank maker in 1977, CST has been manufacturing and distributing mask blank components to major photo mask manufacturers in Japan and abroad which in turn will be used to manufacture various end products such as LCDs, semiconductors and OLED and enjoys a high market share as one of the leading supplier in its field.

CST has accumulated globally top-notch technologies and know-hows through operating for many years within-house production of manufacturing machines/devices and secured a very high market shares in mask blanks for super-large LCDs and OLEDs. We expect a steady growth of the demand for mask blanks to be used in both LCDs and semi-conductors as well as a rowth of new market for super-large LCDs and OLEDs.

Polaris has decided to proceed with the sale since CST will be able to continue to grow by keeping its leading position in the mask blanks market through developing more advanced technologies and new products and accelerate its growth strategies as a core member of Mitsui Matsushima Group for creating a higher corporate value in the future.

The share transfer is expected to be completed on February 1, 2017.

For inquires:

Naohiko Ohno

Senior Vice President

Polaris Capital Group Co., Ltd.

 

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AAC and management acquire organic pet food brand Yarrah from Vendis

AAC Logo

AAC Capital ( “AAC” ), a leading Benelux mid-market buyout firm, today announced the acquisition of Yarrah Organic Petfood B.V. ( “Yarrah” ) from Vendis Capital ( “Vendis” ). Yarrah is a leading European organic pet food brand with its headquarters in Harderwijk, the Netherlands. The management team of Yarrah, led by CEO Bas van Tongeren, will invest alongside AAC.

Yarrah is the leading organic pet food brand in Europe with a complete range of organic products for cats and dogs. All products are certified organic, which means all animal and plant ingredients need to live up to the highest quality restrictions to comply with the organic seal, meaning a.o. no exposure to chemical additives or preservatives, no use of hormones, but also maintaining high animal welfare standards for livestock used. The company supplies dry food (in bags) and wet food (both multi serve in cans and single serve in aluminium trays).

There is a trend towards pet owners feeding their cats and dogs organic food, driven by consumers who are becoming increasingly conscious of their own health and nutrition. Yarrah is ideally positioned to leverage on this trend as the European market leader in the organic pet food niche. Since Yarrah was founded in 1992, the company expanded its footprint beyond the Netherlands and currently serves health conscious pet owners in its core markets Germany, France and the Netherlands.

This is the fourth platform acquisition for AAC’s Benelux focussed Fund, and matches perfectly with AAC’s philosophy of supporting local champions in their growth ambitions.

Bas van Tongeren, CEO Yarrah, says:

“We are proud of the partnership with Vendis, through which we have successfully grown further in the organic market, and laid the foundation for our ambitions into pet specialty. In AAC we have found the perfect partner to support us in the next leg of our journey. The partnership with AAC will allow us to expand into upcoming organic markets and accelerate our expansion in the pet retail channel.”

Marc Staal, Chairman at AAC, says:

“Yarrah is operating in a growing ‘on-trend’ niche market as the European specialist in organic pet food. Bas van Tongeren and his team have a clear vision and philosophy: providing a healthy and sustainable pet food alternative to what is currently on offer in the market. Yarrah takes a leading role in pure organic pet food; food that’s not only better for pets, but for all animals. Yarrah’s view on its future business development, both in terms of geographies, distribution channels and new product development are well defined and being executed with high momentum. AAC is excited to be partnering with Yarrah and keen to facilitate Bas and his team to deliver upon their continuing growth ambitions.”

Michiel Deturck, Partner at Vendis, says:

“Yarrah is a leading brand operating in a fast-developing niche and we are very happy that Yarrah found a strong partner with AAC that can support the next growth phase of the company. We want to thank the management team for a very pleasant and successful partnership and wish the team all the best with its new partner.”

 

Ends

Notes to Editors

About AAC Capital

With offices in Amsterdam and Antwerp, AAC is a leading Benelux mid-market buy-out firm, which has to-date completed 30 management buyouts, of which 24 have been realised. It targets opportunities for majority stakes in profitable, cash-generative companies headquartered in the Benelux. AAC’s deal size is typically between €10 and €150 million, and it is currently investing from its third, Benelux focussed fund. AAC is a growth-oriented investor, with such companies in its portfolio as Desotec, Corilus, Lubbers Transport Group and Hobré Instruments.

www.aaccapital.com

About Vendis Capital

Vendis Capital is an independent private equity firm focused on building and investing in small to medium-sized branded consumer companies in Europe that are well positioned for value-creating growth or transformation. Vendis Capital aims to enter into partnerships with experienced entrepreneurs and managers to support the growth of their companies. The Vendis team operates out of 3 offices located in the Netherlands, Belgium and France.

www.vendiscapital.com

 

For media enquiries, please contact:

Hill + Knowlton Strategies Nederland

Ariën Stuijt

E: arien.stuijt@hillandknowlton.com

T: +31 20 404 47 07

 

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Eaton Vance completes acquisition of Calvert Investments

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Eaton Vance

Following the agreement reached for the purchase of SRI boutique Calvert Investments in October 2016, Eaton Vance has completed the acquisition of all business assets of Calvert Investments and has launched a new subsidiary, Calvert Research and Management.

Terms of the transaction were not disclosed.

Founded in 1976, Calvert Investments had $12.1bn (€11.6bn) of fund and separate account assets under management as of 31 October 2016.

John Streur, president and CEO of Calvert Investments, has joined Calvert Research and Management in the same role. He also retains his role of president of the Calvert Funds.

The Calvert Funds are diversified and responsibly invested mutual funds, encompassing actively and passively managed equity, fixed income and asset allocation strategies managed in accordance with the Calvert Principles for Responsible Investment.

“The new Calvert Research and Management is dedicated to building on the Calvert brand and legacy to achieve global leadership in responsible investment management,” said Thomas Faust, chairman and CEO of Eaton Vance.

Eaton Vance and its affiliates managed $336.4bn (€322.5bn) in assets as of 31 October 2016.

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Erhvervsinvest sells Damolin to Imerys

The mineral company Damolin has been sold to Imerys – the world’s leading provider of mineral-based solutions to the industry. 

 

Erhvervsinvest has sold the Danish mineral company Damolin to France-based Imerys.

Damolin was founded in 1942 as Dansk Moler Industri A/S. The company’ main activities are minerals extraction and processing of minerals into products with a wide range of applications, such as absorption of oil and chemical spills, as a multi functional component in animal feed, and as cat litter. The products are primarily based on the highly unique mineral moclay, which is found only on the Danish islands of Fur and Mors.

Damolin’s headquarter is located on Fur, and the company has factories on Fur and Mors, as well as subsidiaries in France and Germany. Revenue in 2016 is expected to reach DKK 330 million, and the products are sold through Danish and European retail chains and distributors and directly to producers of animal feed and the industry. Damolin has 154 employees and has been owned by Erhvervsinvest and the company’s management since December 2010.

 

– ”Damolin has been a good investment for us, and we are proud of the development of the company during our ownership period. Together with the employees and management, we have made Damolin a leading player in Northern Europe with high profitability and a strong foundation in place for the journey ahead”, says Thomas Marstrand, Managing Partner in Erhvervsinvest.

Imerys is a publicly listed French company engaged in extraction and processing of minerals. The company supplies value-added solutions to a wide range of industries, from process industries to consumer goods. Imerys’ revenue in 2015 was EUR 4 billion, and Imerys has more than 16,000 employees across 250 industrial sites.

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3i announces sale of Lekolar generating proceeds of c. £33 million

3I

3i Group plc (“3i”), and funds managed by 3i, today announces that it has signed a preliminary agreement for the sale of Lekolar, the leading supplier of educational and learning material, furniture, toys, stationery, arts & crafts and playground materials to pre-schools and secondary schools in the Nordics to Nalka Invest AB.

The transaction is subject to the receipt of regulatory approvals as well as the satisfaction of customary closing conditions. Subject to these approvals, proceeds to 3i from today’s transaction will be c. £33m, a 17% increase on its September 2016 sterling valuation. The transaction is expected to complete in March 2017.

3i led the buyout of Lekolar in February 2007, investing in the largest platform in educational and pedagogical products in the Nordics. During 3i’s ownership, Lekolar has significantly strengthened its management team, broadened its offering and expanded its international reach.

-Ends-

For further information, contact:

3i Group plc
Silvia Santoro
Investor enquiries
Tel: +44 20 7975 3258
Email: silvia.santoro@3i.com

Toby Bates
Media enquiries
Tel: +44 20 7975 3032
Email: toby.bates@3i.com

Notes to editors:

About Lekolar

Lekolar is the leading supplier of educational and learning material, furniture, toys, stationery, arts & crafts and playground materials to pre-schools and secondary schools in the Nordics. The company is active in Norway, Denmark, Finland and Sweden. Lekolar is headquartered in Osby, Sweden and has a purchasing office in Shanghai. The company employs c.280 people.

About 3i Group

3i is an investment company with two complementary businesses, Private Equity and Infrastructure, specialising in core investment markets in Northern Europe and North America. For further information, please visit: www.3i.com

Regulatory information

This transaction involved a recommendation of 3i Investments plc, advised by 3i Sweden.

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Oakley Capital acquisition of Casa.it & atHome.lu

Oakley Capital acquisition of Casa.it & atHome.lu

Oakley Capital Private Equity III (“Fund III”) has agreed to acquire a portfolio of European real estate websites including Casa.it in Italy and atHome.lu in Luxembourg (collectively “the business”). Oakley is backing the existing management team to acquire the business in a carve-out from its parent company, REA Group (ASX:REA).

oakleycapital

The transaction builds on Oakley’s experience in the online consumer sector through its previous investments in Facile.it, Parship Elite Group and Verivox.de. Oakley is attracted to these business models because of the strong underlying structural market growth in these segments, their asset-light nature which leads to strong cash conversion, and the ability to accelerate performance through effective KPI management, especially around marketing.

Established in 1996, Casa.it is the number two player in the online real estate advertising market in Italy. The Italian residential property market is estimated to be worth over €75 billion annually, and the penetration of online property portals is expected to grow strongly as the market develops.

Established in 2001, atHome.lu has established a market leading position in the online real estate advertising market in Luxembourg, with over 90% coverage of real estate agents.

Both Casa.it and atHome.lu are well-positioned to replicate the success of leading property portal players in more mature markets such as the UK, Germany and Australia. Under the new ownership structure, the acquired businesses will be integrated more closely to achieve synergies and Oakley will use its experience in similar online business models to improve marketing efficiency and operating performance.

As a subsidiary of REA Group, the business generated revenues of €33.3 million and reported EBITDA of €6.0 million for the year ended 30 June 2016. Fund III intends to partly fund the acquisition with third party debt.

Mediobanca acted as financial advisor to Fund III on the transaction. Completion is expected to take place in Q1 2017.

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Norvestor invests in IT Gården

Norvestor

Norvestor VIIL.P.(“Norvestor”), a fund managed by Norvestor Equity AS, has signed an agreement to invest in IT Gården i Landskrona AB(“IT Gården”)

IT Gården has experienced solid growth over the last yearsand established an attractive position
as a leading regional IT services outsourcing provider in the Skåne region in Sweden. The company delivers IT services within IT outsourcing and infrastructure, virtualisation and client platforms as well as related products.

“IT Gården has since its inception focused on delivering superior customer experience and efficient IT solutions.
Over the last couple of years, we have been searching for a partner that shares our vision of putting the customer experience first. In Norvestor we have found a partner that truly understands our business and that can help us, both to expand geographically but also to explore new business opportunities.
We are extremely happy about this new partnership and we are confident that it will allow us to deliver an even better customer experience in the future”, says Jan Swedin, CEO of IT Gården. “We have followed the market for outsourcing of IT services for several years, and are very pleased with the agreement to partner with IT Gården.

The company has established a unique position within IT outsourcing for small and medium-
sized enterprises in Southern Sweden. We see a significant potential for continued growth for the company, in addition to several consolidation possibilities in a fragmented IT outsourcing market, making it an ideal platform for Norvestor.”,
says Henning Vold,Partner at Norvestor Equity and chairman designate in IT Gården.
Following the acquisition, Norvestor will become the largest shareholder in IT Gården with approximately 77
% of the shares; the management and employees will hold the remaining shares.

IT Gården is headquartered in Landskrona, Sweden, and employs 90 people.
The company had consolidated revenues of NOK 179 million in 2015 1 and NOK 197 millionin 2016¹.
***
1 IT Gården’s financial year ends in June

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Lonza to Acquire Capsugel to Create Leading Integrated Solutions Provider to the Global Pharma and Consumer Healthcare Industries

Strategic Advantages

  • Lonza to acquire Capsugel for USD 5.5 billion, including refinancing of existing Capsugel debt of USD ~2 billion
  • Acquisition is expected to accelerate Lonza’s growth and ability to deliver value along the healthcare continuum
  • Acquisition addresses needs of customers for integrated, value-added solutions that accelerate drug and ingredient delivery to patients and consumers
  • The combined portfolio offering will position Lonza as the development, formulation, delivery technology and manufacturing partner of choice for the pharma industry
  • Lonza will become a fully integrated solutions provider in oral delivery technologies and active ingredients to the consumer healthcare and nutrition markets

Financial Advantages

  • Lonza expects to achieve CHF ~30 million p.a. operating synergies and CHF ~15 million tax synergies p.a. by year three and CHF ~100 million p.a. top-line synergies in the mid- to long-term
  • Transaction is expected to be CORE EPS accretive in the first full year post closing
  • Capsugel’s profitable business model and robust cash generation expected to further enhance Lonza’s strong financial profile
  • Lonza intends to retain current dividend policy and maintain ~3x net debt/EBITDA leverage

Lonza Group AG (“Lonza,” VTX: LONN.VX), KKR and Capsugel S.A. (“Capsugel”) today announced that they have entered into a definitive agreement under which Lonza will acquire Capsugel from KKR for USD 5.5 billion in cash, including refinancing of existing Capsugel debt of approximately USD 2 billion, through a transaction that has been approved by the Boards of Directors of both Lonza and Capsugel. The transaction will be financed with a combination of debt and equity financing. The EV/adjusted EBITDA multiple for the transaction adds up to 15.1x based on the last 12 months adjusted EBITDA figures up to September 2016.

This acquisition is fully in line with Lonza’s stated strategy to accelerate growth and deliver value along the healthcare continuum by complementing its existing offerings and by opening up new market opportunities in the pharma and consumer healthcare and nutrition industries. With the acquisition of Capsugel, Lonza will add a trusted brand with a large breadth of technologies and will expand the market reach of its contract development and manufacturing organization (CDMO) and products businesses. It will also support Lonza’s strategic ambition of getting closer to the patient and end consumer.

The acquisition is designed to create a leading integrated, value-added solutions provider in drug development, formulation, delivery technologies and manufacturing for the global pharma and consumer healthcare industries. The combined business will be well positioned to benefit from the dynamics in these industries and to anticipate and address technology trends in order to support the evolving needs of its customers. It will provide additional value by offering an integrated portfolio of industry-leading technologies, from active pharmaceutical ingredients (APIs) through excipients to dosage forms and delivery technologies.

With the addition of Capsugel’s world-leading advanced oral dosage delivery technologies, including its leading position in hard capsule technologies, Lonza will become the partner of choice for its pharma customers along the entire value chain. The combined technologies and offerings will provide customers innovative solutions in both large and small molecules and solidify Lonza’s position as the partner best able to support the pharma industry by bringing new, differentiated medicines to market rapidly and efficiently.

In addition, the acquisition is expected to strengthen Lonza’s position in consumer healthcare and nutrition as Lonza becomes a fully integrated and innovative service provider of active ingredients, oral dosage forms, development services and delivery technologies. As a result Lonza will be well positioned to meet the increasing need for optimized consumer health and nutrition through a wide offering of next-generation dosage forms. The combined business will also be able to leverage its bioavailability technology to create a new dietary ingredient-ready offering, as well as capitalize on its formulation expertise to develop new ingredients and to market new combination products.

The enlarged business would have had combined 2015 revenues of approximately CHF 4.8 billion and adjusted EBITDA of approximately CHF 1.1 billion with an enhanced margin profile. Lonza and Capsugel’s highly synergistic customer base and complementary business models will facilitate seamless integration. The combined business will be able to leverage the strong regulatory track record and global footprint of each company.

With approximately 3,600 employees and 13 facilities on three continents, Capsugel has a customer-centric, entrepreneurial and collaborative culture that closely aligns with Lonza’s corporate culture. Both companies focus on quality, operational excellence and delivering on promises.

Richard Ridinger, Chief Executive Officer of Lonza, commented, “The acquisition of Capsugel meets Lonza’s strategic and financial goals. It accelerates our healthcare continuum strategy by giving us broader exposure to the fast-growing pharma and consumer healthcare markets. We expect the transaction to be accretive to our core earnings per share in the first full year post closing.”

He explained further, “This new integrated approach will benefit our customers, who will gain from the simplicity and efficiency of working with one company that can provide world-leading support from APIs to excipients and dosage forms. The combined business will allow us to partner with our customers to help them bring highly differentiated products to market more quickly and efficiently.”

Guido Driesen, President and Chief Executive Officer of Capsugel, said, “This transaction brings together two leading companies that share a common vision – to deliver real value to customers by accelerating their ability to develop and commercialize innovative pharmaceutical and healthcare products. The combination of our complementary technology platforms will put us in a strong position to benefit from evolving trends in the pharma and consumer healthcare markets.”

He added, “Both companies enjoy a strong quality and regulatory track record, and we believe that the combination enables us to provide the most complete set of tailored and integrated solutions for our customers. We look forward to bringing together our talented teams to deliver science- and engineering-based solutions to customers for the benefit of the patients and consumers who use their products. I am personally committed to making this integration a success.”

Pete Stavros, Member of KKR and Head of the Industrials Investing Team, said, “Since acquiring Capsugel five years ago, we have supported Guido and his management team in repositioning the company from a global leader in hard capsules into a specialty CDMO. Capsugel has grown significantly by investing in innovation, strategic acquisitions, product development and geographic expansion. Now Capsugel is well positioned for the next phase of its growth, and we look forward to its continued success as a part of Lonza.”

Synergies

The bulk of the benefits resulting from the transaction will be gained from positive top-line and innovation synergies. The highly synergistic customer base, the expanded addressable market and the improved value proposition for the customer will allow Lonza to further leverage its current product and service offerings. Also the acquisition of Capsugel will allow cross-selling of existing products, combine manufacturing solutions and services and create an integrated value offering that merges Lonza’s ingredients with Capsugel’s dosage forms.

The primary initial focus of this transaction is to ensure a seamless integration while continuing the strong growth trajectory of the Capsugel business. Lonza believes that the step-by-step integration will preserve the strong innovation culture and lead to a combined top-line synergy potential of around CHF 100 million per annum in the mid- to long-term.

Lonza expects to achieve operating synergies of CHF ~30 million per annum, which are expected to be fully realized by year three, in the areas of corporate, procurement and IT, as well as various efficiency gains. In addition, tax synergies of CHF ~15 million per annum are expected.

Lonza anticipates that the transaction will be accretive to its CORE Earnings per Share (EPS) from the first full year post closing onwards and intends to retain its current dividend policy.

Financing and Approvals

The USD 5.5 billion all-cash acquisition of Capsugel will be financed with a combination of debt and equity financing. Lonza has committed debt financing for the full acquisition amount from BofA Merrill Lynch and UBS and plans to raise equity, which is fully underwritten by UBS and BofA Merrill Lynch for an amount up to CHF 3.3 billion.

Lonza’s Board of Directors is currently authorized to increase the share capital through the issuance of 5,000,000 fully paid-in registered shares. Lonza’s Board intends to seek approval for additional share capital at its upcoming annual general meeting (AGM) in April 2017.

Lonza expects to retain a leverage profile around ~3x net debt/EBITDA at closing and to maintain its unofficial investment-grade credit profile assigned by a number of Swiss banks. Lonza believes that the strong projected cash flow of the combined company will enable rapid de-leveraging after the acquisition and continue to support all planned growth initiatives.

The financial package foresees the refinancing of Lonza’s current CHF 700 million revolving credit facility.

The transaction is expected to close in the second quarter of 2017 and is subject to certain regulatory approvals and other customary closing conditions.

Additional information about Lonza can be found on www.lonza.com, about Capsugel on www.capsugel.com, and about the acquisition on the dedicated transaction website www.TheFutureLonza.com, which may be updated from time to time.

Jefferies LLC is serving as lead financial adviser to Lonza. UBS AG and BofA Merrill Lynch also provided financial advice. Jenner & Block LLP is serving as Lonza’s legal counsel. Goldman Sachs is serving as sole financial adviser to Capsugel. Simpson Thacher & Bartlett LLP is serving as Capsugel’s legal counsel.

About Lonza

Lonza is one of the world’s leading and most-trusted suppliers to the pharmaceutical, biotech and specialty ingredients markets. We harness science and technology to create products that support safer and healthier living and that enhance the overall quality of life.

Not only are we a custom manufacturer and developer, Lonza also offers services and products ranging from active pharmaceutical ingredients and stem-cell therapies to drinking water sanitizers, from the vitamin B3 compounds and personal care ingredients to agricultural products, and from industrial preservatives to microbial control solutions that combat dangerous viruses, bacteria and other pathogens.

Founded in 1897 in the Swiss Alps, Lonza today is a well-respected global company with more than 40 major manufacturing and R&D facilities and approximately 9,800 full-time employees worldwide. The company generated sales of CHF 3.8 billion in 2015 and is organized into two market-focused segments: Pharma&Biotech and Specialty Ingredients.

Further information can be found at www.lonza.com.

Lonza Contact Information

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