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

TOKYO– Mitsui & Co., Ltd. (“Mitsui”), one of Japan’s largest diversified corporations, and global investment firm KKR today announced the signing of a definitive share purchase agreement for Panasonic Healthcare Holdings (“PHCHD” or “Panasonic Healthcare”), a global provider of healthcare devices. Under the agreement, Mitsui will acquire a 22% stake in PHCHD for JPY54.1 billion (US$510 million).

Mitsui will acquire its shares from KKR, which invested in PHCHD in 2014 from its pan-regional Asian Fund II. Following the completion of this transaction, KKR will own approximately 58% of PHCHD, Mitsui approximately 22%, and Panasonic Corporation approximately 20%.

PHCHD develops, manufactures, and sells healthcare devices, focusing on blood glucose monitoring systems and strips for people with diabetes through its subsidiary Panasonic Healthcare Co., Ltd. In January 2016, PHCHD acquired Ascensia Diabetes Care (“Ascensia”), formerly the diabetes care unit of Bayer Aktiengesellschaft, a leading provider of diabetes care solutions to people with diabetes and healthcare professionals in 125 countries around the world.

Hidehito Kotani, President of PHCHD, said, “Panasonic Healthcare strives to be a global provider of innovative and customer-centric healthcare devices to help and serve our customers and contribute to the well-being of society. We believe that Mitsui’s expertise, experience and networks in the healthcare business, especially in Asia, will help us grow further and compete globally. We welcome Mitsui as a shareholder that will help us in achieving our aims.”

PHCHD’s mission is to provide innovative technologies and accessible health care solutions to patients worldwide. The Company continually strengthens its focus on providing high-quality and life-enhancing products to diabetes patients globally given the growing incidence of the disease. According to the International Diabetes Federation, the number of people living with diabetes is expected to increase from 420 million in 2015 to 640 million people in 2040, and an estimated 60% of these people will live in emerging Asian countries.

Hiro Hirano, Member & CEO of KKR Japan, said, “Since 2014, we have worked closely with Panasonic Healthcare’s strong management team to grow the company and capture new opportunities at home and across borders. There is still much that can be done, and we will continue to support the company’s long-term growth. The partnership with Mitsui will greatly enhance the global opportunities for PHCHD.”

Koji Nagatomi, Chief Operating Officer of Mitsui’s Healthcare & Service Business Unit, said, “PHCHD manufactures and sells blood glucose monitoring systems and other healthcare devices globally, and has expanded its business operations as one of the world’s leading manufacturers of medical equipment. By leveraging Mitsui’s network of Asian healthcare organizations, we are confident of contributing to accelerating PHCHD’s growth in collaboration with KKR and Panasonic. We believe that this initiative will also contribute to the creation of service structures that will enhance the convenience of treatment for diabetes sufferers.”

The medical and health care industry has been a key focus area for Mitsui, which has been actively investing in hospital and ancillary businesses in Asia. Through this investment in PHCHD, Mitsui will be able to collaborate with its existing investments in medical institutions and its overseas customer base to promote and support the sale of PHCHD’s medical devices and to strengthen the ability of medical institutions to attract patients. In the emerging markets of Asia, Mitsui aims to build a diabetes treatment service network matched to occurrence of the disease, establishing an easy-to-use ecosystem for patients.

KKR has been investing in Japan through its pan-regional private equity funds since 2010. Japan has been and continues to be a key focus for KKR in the region. To date, KKR has completed three acquisitions in the market: Intelligence Ltd., a leading human resources services company; PHCHD, the carve-out health care business of Panasonic Corporation; and Pioneer DJ, the carve-out DJ equipment business of Pioneer Corporation.

The transaction is subject to customary approvals.

About Panasonic Healthcare Holdings Co., Ltd.
Incorporated in 2014, Panasonic Healthcare Holdings Co., Ltd. (shareholder structure: KKR 80%; Panasonic Corporation 20%) is involved in developing, manufacturing, selling and servicing medical equipment and solutions through its subsidiaries Panasonic Healthcare Co., Ltd. and Ascensia Diabetes Care Holdings Co., Ltd. It seeks to strengthen its three core businesses for In Vitro diagnostics devices, Medical IT and Laboratory and Medical Support devices to contribute to the wellbeing of society by creating new value propositions for all the people who wish for better health. For further information on Panasonic Healthcare Holdings, please visit http://www.panasonic-healthcare.com/global/phchd/.

President: Hidehito Kotani
Headquarters: Minato-ku, Tokyo, Japan
Incorporation: 2014

About KKR
KKR is a leading global investment firm that manages investments across multiple asset classes including private equity, energy, infrastructure, real estate, credit and hedge funds. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world‐class people, and driving growth and value creation at the asset level. KKR invests its own capital alongside its partners’ capital and brings opportunities to others through its capital markets business. References to KKR’s investments may include the activities of its sponsored funds. For additional information about KKR & Co. L.P. (NYSE:KKR), please visit KKR’s website at www.kkr.com and on Twitter @KKR_Co.

IK Investment Partners (“IK”) is pleased to announce that the IK VIII Fund has reached an agreement to acquire ZytoService Group (“ZytoService” or “the Company”), a leading compounder of pharmaceuticals for patient-individualised infusions, from the founders and Capiton. Financial terms of the transaction are not disclosed.

Founded in 2002, ZytoService is one of the largest industrially organised §13 AMG (‘Arzneimittelgesetz’) certified compounders for patient-individualised infusions applied mainly in oncology treatment in Germany. The Company is based in Hamburg, where it runs a state-of-the-art compounding facility.

“We are delighted to be working with IK going forward. ZytoService operates in an industry in which IK has extensive expertise, and with their support we will be well placed to further expand our competence and provide the best service to our customers,” said Enno Scheel, Co-Founder of ZytoService.

“We firmly believe in the strengths of partnering with IK. Together, we will continue investing in the business to better address the growing demands of the German healthcare market,” added Thomas Boner, Co-Founder of ZytoService.

Mr Enno Scheel and Mr Thomas Boner, Co-Founders and Co-CEOs of ZytoService will remain with the business in managerial roles, and will be shareholders alongside IK.

“Thanks to IK’s experience in the relevant sector, we quickly recognised ZytoService’s potential. We look forward to backing the management team and expanding the Company’s operational capabilities. We believe ZytoService is ideally positioned to develop further and provide highest quality services to its customers,” said Detlef Dinsel, Managing Partner at IK and advisor to the IK VIII Fund.

Completion of the transaction is subject to custom legal and regulatory approvals.

ZytoService will be the second investment of the 2016 established IK VIII Fund.

Ratos’s subsidiary TFS is strengthening its market position in Germany through the acquisition of German dermatology specialist SCIderm GmbH, an industry leader in scientific- and medical consulting and trial execution of dermatology studies.

TFS, an international service provider, a so-called clinical Contract Research Organisation (CRO), which conducts clinical trials for pharmaceutical, biotechnology and medical device companies, is strengthening its market position in Germany through the acquisition of SCIderm. The acquisition enables TFS, who have held a strategic partnership with SCIderm since 2014, to fully leverage on the growing industry demands in dermatology research and integrate SCIderm to its newly established dermatology service division. The combined companies will have approximately 100 employees in Germany and will operate from offices in Hamburg and Munich. SCIderm’s service sales for 2015 amounted to approximately EUR 3,5m.

“TFS acquisition of SCIderm will significantly increase our presence in Germany, a market in which we see a strong potential going forward and where we would look to expand our operations further. SCIderm’s unique dermatology expertise, access to patients and scientific approach to clinical programs will leverage on TFS global capabilities and strong executional infrastructure in conducting global pre- and post-approval trials. There is a distinct consolidation trend in the industry, the acquisition of SCIderm being a proof of that and a part of our growth strategy,” says Dr. Montse Barceló, COO at TFS.

The acquisition is subject to approval by the relevant authorities and is expected to be completed during the fourth quarter.

Ratos invested in TFS in 2015 with a holding of 60%. TFS has approximately 700 employees and reported service sales of EUR 52,9m and EBITDA EUR 5,1m in 2015.

For further information, please contact:
Elin Ljung, Head of Corporate Communications, +46 8 700 17 20
Dr. Montse Barceló, COO at TFS, +34 647 409 222

1-9-2016

 

Patricia Industries, a part of Investor AB, has signed an agreement with Audax Private Equity to acquire the Canadian medical technology company LABORIE, which focuses on the diagnosis and treatment of urologic and gastrointestinal disorders that affect the daily lives of millions. LABORIE was founded in 1967 and has grown organically and through acquisitions from a leading manufacturer of capital equipment for urodynamic testing into a fully-integrated medical device company with a market-leading position in urology and a rapidly growing gastroenterology business. LABORIE has an attractive, asset-light business model with a high share of its revenue derived from recurring sales of proprietary consumables. LABORIE’s global manufacturing, development and commercialization capabilities create a solid platform for growth through organic and non-organic expansion in core and adjacent markets, new geographies and further expansion beyond diagnostics into therapeutic products. LABORIE will continue to be run by its current management team, which will remain part-owners of the company.

LABORIE will be the most recent addition to the Patricia Industries portfolio of high-quality growth companies, whose other healthcare holdings include Mölnlycke Health Care, Permobil, Aleris and BraunAbility.

Boston, MA, August 9, 2016 – Press Ganey (NYSE: PGND), a healthcare performance improvement company, announced that it has entered into a definitive agreement to be acquired by EQT Equity fund EQT VII (“EQT”), part of the global private equity group EQT. Under the terms of the agreement, EQT will acquire all of Press Ganey’s common stock. Shareholders of record will receive $40.50 in cash per share of Press Ganey common stock, resulting in an enterprise value of approximately $2.35 billion. The offer price represents a 20% premium to the year to date volume-weighted average price and a 62% premium to the initial public offering price for the common stock. The acquisition of Press Ganey represents EQT’s first direct EQT Equity investment in North America.

Sunrise Medical announced today the acquisition of Handicare’s Mobility division‎, headquartered in Helmond, the Netherlands. This follows the acquisition of Sunrise Medical by Nordic Capital that was announced in June 2015.

The Handicare product lines that form part of this acquisition are limited to mobility products such as wheelchairs, scooters and rollators. All other Handicare product lines such as Accessibility, Patient Handling, car adaptations etc. are not part of this transaction.

Handicare’s Mobility business with divisions in Norway, Sweden, Denmark, Holland, Belgium, Germany, France and Canada, will expand Sunrise`s geographic and product reach. Sunrise Medical’s annual sales post transaction will well exceed €400m, cementing their leadership position as the single biggest Premium Mobility Company globally.

Thomas Rossnagel, President and CEO of Sunrise Medical, is excited by the opportunity that this acquisition presents, “Sunrise Medical has seen very strong growth over the past ‎five years, organically and by way of strategically important and successful acquisitions. To now acquire Handicare’s Mobility business makes perfect commercial sense. This business is highly complementary to Sunrise Medical’s, geographically as well as from a product perspective”.

Johan Ek, Handicare’s Chairman and acting CEO, added: “Sunrise Medical is the perfect home for continued successful development of our mobility business. Handicare Group will now have the opportunity to further focus on investing and growing our remaining business segments.”

Sunrise Medical’s intention is to integrate Handicare’s Mobility business over the course of the next 12-18 months. To facilitate a smooth transition, a brand license agreement has been signed allowing Sunrise Medical to continue to use the Handicare brand/logos for their mobility product lines for an agreed period of time. All other product related brands, name rights and all Intellectual Property rights relating to Handicare Mobility`s products will transfer to Sunrise Medical upon closing of the deal which is expected to take place by the end of September 2015.

6/28/2016