M&A IN HEALTHCARE AND PHARMA IN FRANCE - H1 2018 - PWC ...
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Highlights Following the 2 reports of M&A in Healthcare and Pharma in France in 2017, we provide an overview of all deals that took place in both the Pharma and Healthcare sectors during the first semester of 2018. Deals included in the scope of this study involve at least one French party (acquirer or target company). This study also reports selected fundraisings that occurred in the sector. • Overall, the number of deals increased by 39% in H1 2018 versus H2 2017, and their value was also significantly higher due to a few larger acquisitions. • In H1 2018, M&A activity in Pharma and Healthcare involving a French acquirer or target reached the amount of 104 significant deals. • Activity was driven by both Private Equity (55 deals i.e. 53% of deal volume) and Corporate (41 deals i.e. 39% of deal volume), while other operations were fundraisings by already listed companies (8 deals i.e. 8% of deal volume). • In terms of sectors, Medtech, Biotech and Healthcare Services were the three most active with respectively 40%, 28% and 17% of deal volume. • Domestic operations increased to 62% of deal volume (versus 40% in H2 2017). Only 17% of H1 transactions were conducted by French acquirers targeting foreign companies, while 21% of transactions involved international acquirers investing in French companies. • The most important operation in H1 in terms of value was cross-border, with Sanofi acquiring the American haemophilia biotech specialist Bioverativ for €9.3bn. • Transactions with a deal value between €10m and €100m represented 47% of total deal volume (this concerns deals for which deal volume was known). 2 PwC
Top 10 deals in H1 2018 Target Deal size Target Country Acquirer Country Type Deal description revenues (m€) (FY17,m€) Sanofi acquired Bioverativ, a company specializing in hemophilia and spin-off of Biogen since 2017. Corporate 1 Bioverativ US Sanofi FR Through this acquisition Sanofi aims at strengthening 9,347 800-1,000 (100%) its position in rare diseases, when some of its flagship drugs (e.g. Lantus) are challenged by generic drugs. Sanofi acquired Ablynx, a company developing a new Corporate class of therapeutic proteins. The French leading 2 Ablynx BE Sanofi FR 3,900 50-100 (100%) pharmaceutical company outweighed its competitor Novo Nordisk on this acquisition. Novartis acquired Advanced Accelerator Applications, a pharmaceutical group specialized in the field of Advanced Corporate nuclear medicine. Through this acquisition, the Swiss 3 Accelerator FR Novartis AG CH 2,906 100-150 (100%) pharmaceutical company will expand its offering in the Applications treatment of neuroendocrine tumors and strengthen its technological devices’ competencies. Cerba HealthCare, a company owned by Private Equity firms Partners Group and PSP Investments, Cerba Corporate took over Bio7, a network of 70 medical biology 4 Bio7 FR FR 500 100 HealthCare (100%) laboratories primarily located in the Ile-de-France area. Bio7 was previously owned by the Private Equity firm Ardian. Private Equity firm Symphony Technology Group sold Maincare PE 5 FR Montagu UK Maincare Solutions, an editor of software for hospital 200 50-100 Solutions (100%) management, to the Private Equity firm Montagu. Astorg Partners acquired Cathay Capital’s and OrbiMed’s respective stakes in Echosens, a leading specialized diagnosis company focused on non- PE Astorg invasive products and associated services dedicated 6 Echosens FR FR (Minority 162 50-100 Partners to the assessment of chronic liver diseases. Well stake) implemented in the US where the company achieved half of its revenues, Echosens now contemplates selling lower-end products in China. Sanofi sold 12 brands operating non-prescription drugs to Cooper-Vemedia, a pharmaceutical company Sanofi's 12 7 Cooper Corporate owned by Chaterhouse. Through this divestment, pharmaceutical FR FR, NL 158 n.d. Vemedia (100%) Sanofi will focus on its core business and rationalize brands its brands portfolio, while Cooper-Vemedia will strengthen its presence in France and Italy. DBV Technologies, specialized in allergies Baker Bros, treatments, raised equity notably from Private Equity 8 DBV Stock FR BPI France, USA, FR firms like BPI France and Baker Bros. The equity 140 0-20 Technologies market Others raised will be used to develop and commercialize Viaskin Peanut, the flagship drug of DBV, in the US. Nupharm Group, owned by funds advised by Apax Partners, acquired Laboratoire Biodim from Weinberg Capital Partners. NuPharm Group is a leading 9 Laboratoire Nupharm Corporate European specialty pharma company focused on the FR LU 130 32 Biodim Group (100%) treatment of central nervous system disorders. Through this acquisition, NuPharm Group expands its European footprint directly into its fifth country after Germany, Spain, Italy and Poland. Bridgepoint Development Capital sold the Group C2S, Eurazeo PE 10 Group C2S FR FR which operates a dozen clinics in France, to the 103 150-200 Patrimoine (100%) Private Equity firm Eurazeo Patrimoine. n.d.: not disclosed PwC 3
At a glance Number of deals by segment Medtech Biotech 42 Healthcare Services 29 Pharma 18 15 International features Domestic deals Inbound deals Outbound deals 64 22 18 Number of deals where deal value is … > €100m €10-100m (included) < €10m 10 24 Transactions with no deal size not included 30 Number of deals by investor type Stock Market Corporate Private Equity 55 41 8 4 PwC
Pharma: An activity driven by mega deals and consolidation designed to treat acute and life-threatening Pharma first semester M&A activity stands- emergencies. out in terms of value with four deals from • After successfully entering Germany, Spain and the Top 10, including the two mega deals in Poland, Nupharm group, backed by funds advised Big pharma. by Apax Partners acquired the French Laboratoire Pharma reported 15 deals over the period. Biodim for €130m. With this acquisition, Nupharm Main drivers are patent expiries and increases its drugs portfolio specialized in the strategic repositioning. Speciality pharma treatment of central nervous system disorders. Biodim undergoes a consolidation phase. was renamed Neuraxpharm France after the deal’s Diagnostic is also a hot topic. completion. • Private Equity firms ArchiMed and Téthys Invest Big pharma: two mega deals for Sanofi took a stake in Provepharm. This manufacturer of methylene blue, with a footprint in 25 countries • After having failed to buy the Swiss Actelion and the worldwide, is now ready to accelerate its geographical US Medivation -respectively acquired by Johnson & expansion and enlarge its product portfolio. Johnson and Pfizer-, and in a context where many of its patents on flagship drugs are expiring and challenged by generic ones, Sanofi remains bullish in its ambitions, with the acquisition of Bioverativ, an American biopharma company specialized in hemophilia and blood disorders, for €9.3bn. Bioverativ was created in 2017 as part of Biogen spin- off, one of the top US biotech company. With established products such as Eloctate and Alprolix, this transaction will strengthen Sanofi’s position on the hemophilia growing market. • Shortly after Bioverativ, Ablynx was the second big acquisition for Sanofi in 2018, as part of its 2020 strategic roadmap which -among other things- aims at building competitive positions in oncology and immunology. Acquired for €3.9bn, Ablynx is a late- stage clinical biopharmaceutical company engaged in the development of nanobodies for the treatment of inflammation, haematology, immuno-oncology, oncology, and respiratory diseases. Specialty: Pan-European consolidation • Cooper Vemedia, a portfolio company owned by the Private Equity firm Charterhouse Capital Partners, contemplates becoming an OTC pan-European leader. The company bought for €158m a total of 12 pharmaceutical brands from Sanofi. The acquired brand portfolio notably addresses dermatology, well-being and eye care. • Further divesting non-core activities, Sanofi sold its anti-venomous serums to Micropharm, a UK company specialized in the production of immunotherapeutic products. These products are 6 PwC
Target Deal size Target Country Acquirer Country Type revenues (m€) (FY17,m€) Big pharma Corporate Bioverativ US Sanofi FR 9,347 800-1,000 (100%) Corporate Ablynx BE Sanofi FR 3,900 50-100 (100%) Specialty Sanofi's 12 pharmaceutical Corporate FR Cooper Vemedia FR, NL 158 n.d. brands (100%) Corporate Laboratoire Biodim FR Nupharm Group LU 130 32 (100%) PE (Minority Provepharm Life Solutions FR ArchiMed, Téthys Invest FR n.d. 20-50 stake) Xerys, Finovam, Nord France Early stage AlzProtect FR FR 14 n.d. Amorçage fundraising Paion AG DE Financiere Arbevel SA FR Stock market 5 0-20 Orphelia Pharma FR Octalfa FR Corporate n.d. 0-20 Même Cosmetics FR Pierre Fabre, Otium Capital FR PE n.d. 0-20 Sanofi Pasteur’s antivenom equine immunoglobulin FR Micropharm UK Corporate n.d. n.d. product range Diagnostic BPI France, Turenne Capital Partenaires, BNP Paribas Early stage HalioDx SAS FR Private Equity, Quest for FR, Europe 19 n.d. fundraising Growth NV, Sofipaca SCR, MI Care S.A. Distribution Pharma Sante Developpement Connect , Etoile ID, ACG PE (Majority FR FR n.d. 0-20 (Pharma Group Santé) Management, Sofipaca stake) Biochimex FR Safic-Alcan FR Corporate n.d. 0-20 Sub-contracting (CRO, CDMO/CMO) PE (Majority Pharmatis FR BPI France, MACSF, Africinvest FR n.d. 20-50 stake) Keensight Capital, Edmond de PE (Majority Biovian Oy FI FR n.d. 0-20 Rothschild Private Equity stake) n.d.: not disclosed 7 PwC
Biotech: Dynamic M&A and fundraising activity in therapies and diagnosis (1/2) • Treatments using the intestinal microbiome are The Biotech sector remains the 2nd most increasingly attracting VCs. The pioneer French active sector in H1 2018 with 29 deals. company Enterome raised a further €32m. Primary Biotech M&A activity was essentially driven intention is to finance clinical trials for its lead by early stage start-ups’ fundraisings development programs against IBD and cancer. In seeking to further advance clinical addition, Enterome secured a €40m loan facility to development. further enhance its pipeline and technology Total Biotech fundraisings represent ~62% development. of H1 total raised capital. Therapies companies are the most Therapies - Allergies: DBV Technologies attractive investments in Biotech for achieves the largest fundraising of H1 2018 Private Equity firms, main deal makers of the sector. • Peanut allergy is one of the most common food allergies and can cause severe, potentially fatal, allergic reactions. The clinical-stage company Therapies - Cancer, IBD* and autoimmune committed to developing treatments against food diseases: Novartis completes AAA’s mega allergies, DBV Technologies raised €140m, purchase notably from two of its historical investors, Baker Bros and BPI France, through the offering of new ordinary • Advanced Accelerator Applications (AAA), a shares. The proceeds will mostly finance the French company leader in nuclear medicine development and commercialization of their lead theranostics, was acquired by Novartis in January product, Viaskin Peanut, and the development of 2018. AAA makes radioactive drugs used to diagnose other product candidates. and treat diseases such as cancer. This €2.9bn deal aims at reinforcing Novartis oncology activities. In particular, it will expand its neuroendocrine tumor Diagnosis: BioMérieux reinforces its global (NET) pipeline with radiopharmaceutical candidates leadership through external growth led by the first-in-class Lutathera. • Acute Kidney Injury (AKI) is a major public health • Key drivers of the global cancer therapeutics market threat (up to 50% of severely ill patients develop some include the surge in geriatric population and the rise form of AKI), costly and potentially fatal for of collaborations and partnerships aiming at hospitalized patients. Building upon a 3-year long facilitating drug development. Crescendo Biologics partnership, BioMérieux, the key worldwide player illustrates it well, since this biopharmaceutical in in vitro diagnostics, acquired Astute Medical, and company developing potent, multi-functional cancer their diagnostics solutions for detecting high-risk therapeutics received €57m in a Series B funding conditions and diseases through immunoassay round led by Andera Partners. These funds will allow biomarkers for €73m. Through this acquisition, the British biotech to accelerate the development of its BioMérieux gets engaged in the large AKI market for lead program CB307 into clinical stage. which Astute diagnosis test has proven its efficiency. • Over a tenth of American adults suffer from NASH (liver disease). Despite this large patient population and potential life-threatening effects, no FDA approved treatments are on the market. Inventiva, specializing in fibrosis, oncology and orphan diseases such as NASH completed a €36m capital increase on Euronext. The European and American investors’ new funds will ensure the clinical development of the company’s portfolio compounds, including Lanifibranor’s Phase III preparation. (*): Inflammatory bowel diseases 8 PwC
Biotech: Dynamic M&A and fundraising activity in therapies and diagnosis (2/2) Other therapies: Professional investors continue to look for differentiation and innovation Vaccines: Advancing key drug programs to • Corvidia Therapeutics raised €49m from a pool clinical evaluation of new Private Equity companies including Andera • Themis Bioscience, which develops immune- Partners. This Series B funding round will notably be modulation therapies, raised €10m in Series C from a dedicated to accelerate its clinical work on chronic pool of historic and new investors. The proceeds will kidney disease as well as enhancing its scientific and be used to advance Themis’ pre-clinical and clinical market access capabilities. vaccine development programs. • The serious orphan disorders therapy market might • Neovacs, specialized in the treatment of chronic have found a future leader. The 2 year-old French autoimmune and inflammatory diseases, made a €5m biotech Dynacure raised €47m from a syndicate of capital increase on Alternext. The proceeds will be Private Equity firms led by Andera Partners to pursue allocated to the further development of drug the clinical trial against centronuclear myopathy and candidates and the launch of a clinical study. other preclinical programs. The final objective is to bring to the market the first-ever treatment for severe orphan disorders. • Two years after its Series A, ENYO Pharma, a clinical stage Biotech which is developing a unique drug discovery engine inspired by viruses, closed a €40m new fundraising round. This investment will notably be used for the upcoming clinical developments on liver diseases (hepatitis B and NASH). Cosmetics: International expansion through capital reallocation • Laboratoire Embryolisse realized an OBO through a €80m deal with the Private Equity firm MBO Partnenaires. The company, well known by professional make-up artists for its Cream Milk Concentrate®, intend to capitalize on its reputation to deepen its international presence, since it already realized half of its revenues abroad. • Surfing the enthusiasm for organic products, the phenomenon now spreads into cosmetics. Ekkio Capital conducted an LBO on Laboratoire Gravier, which mainly produces certified organic cosmetics, along with hygiene products, cleaning products, and essential oils. 9 PwC
Target Deal size Target Country Acquirer Country Type revenues (m€) (FY17,m€) Therapies - Cancer, Autoimmune diseases and/or Inflammatory bowel diseases (IBD) Advanced Accelerator Corporate FR Novartis AG CH 2,906 100-150 Applications (100%) Andera Partners, Sofinnova Early stage Crescendo Biologics UK Partners, Quan Capital and FR, Others 57 n.d. fundraising existing investors BVF Partner, Sofinnova Inventiva FR FR, USA Stock market 36 0-20 Partners, Euronext Omnes Capital, Seventure Partners, LundbeckFonden FR, DN, CH, Early stage Enterome FR Ventures, Nestlé Health 32 n.d. IT, USA fundraising Science, Principia, Bristol- Myers Squibb Early stage Nextbiotix FR Auriga Partners FR 7 n.d. fundraising Capital Grand Est, FA diese, Early stage Medsenic FR Ouest angels capital, Business FR 2 0-20 fundraising angels Therapies - Allergies DBV Technologies FR Baker Bros, BPI France, Others USA, FR Stock market 140 0-20 Therapies - Infection Auriga Partners, Go capital, Omnes capital, ACE Early stage Pherecydes Pharma FR FR 9 0-20 Management, Business angels, fundraising Others Corporate Biovertis AT Deinove FR 8 n.d. (100%) Therapies - Others Andera Partners, Cormorant Asset Management, HBM Healthcare Investments, FR, USA, Early stage Corvidia Therapeutics USA Fresenius Medical Care 49 0-20 Europe fundraising Ventures GmbH and Venrock Healthcare Capital Partners (VHCP) Andera Partners, Pontifax, BPI Early stage Dynacure FR France, Kurma Partners, FR 47 0-20 fundraising Idinvest Partners OrbiMed Advisors, Andera Partners, BPI France Large Cap, Sofinnova Partners, Early stage ENYO Pharma FR FR, USA 40 0-20 Morningside Venture fundraising Investments, Inserm Transfert Initiative Sofinnova Partners, Epidarex Early stage Nodthera UK FR, USA 32 n.d. Capital, F-Prime, 5AM Ventures fundraising Sofinnova Partners, Innogest, Early stage EryDel IT FR, Italy 27 0-20 Genextra fundraising Deinove FR TVM Capital, Others GE, Others Stock market 9 0-20 Novalis, Alto Invest, Nyenburgh Sensorion FR Investment Partners, FR, NL Stock market 9 n.d. Institutional investors Omnes Capital, BNP Paribas, Early stage Antabio FR FR 5 n.d. Sham innovation, Galia Gestion fundraising Société Génerale Capital PE (Minority OST Developpement FR FR n.d. 0-20 Partenaires (SGCP) stake) Atlas Venture L.P., Sofinnova Early stage HotSpot Therapeutics USA USA, FR n.d. n.d. Partners fundraising Diagnosis Corporate Astute Medical USA bioMérieux FR 73 0-20 (100%) Cathey World Investment, SurgiMab FR HK, CH PE 7 0-20 Abalis Finance PwC 10
Target Deal size Target Country Acquirer Country Type revenues (m€) (FY17,m€) Cosmetics Laboratoire Embryolisse FR MBO Partenaires FR PE 80 20-50 PE (Majority Laboratoire Gravier FR Ekkio Capital FR n.d. 10-20 stake) Solabia FR TA Associates USA PE n.d. n.d. Vaccines VenTech, Credit Agricole Early stage Themis Bioscience AT FR 10 n.d. Private Equity fundraising Neovacs FR French investors FR Stock market 5 0-20 Specialty Financiere Tuileries, Banque Early stage Vect-Horus FR Populaire, Crédit Agricole, FR 4 0-20 fundraising Others Early stage Stimunity FR Portage Biotech CA 2 0-20 fundraising Primer Capital, Early stage Acticor Biotech FR Anaxago,Capdecisif, Business RU, FR 2 0-20 fundraising angels n.d.: not disclosed PwC 11
Medtech: French players think international (1/2) Dental prosthesis: The largest Medtech With 42 deals throughout H1 2018, fundraising of the semester Medtech ranks as the most active sector in • Innovation, R&D and consolidation are key drivers of the Healthcare and Pharma industry. the dental implants and prosthesis market. Sofina and ~88% of deals involved a French target, out Ceres Capital Partners invested €52m in Biotech of which 3/4 were domestic. Dental in exchange for 26% of the innovative dental E-health and Surgery are on the rise. implant and prosthesis company to initiate its Consolidation is ongoing or expected on international expansion, especially in China, India and promising segments (Imaging, Dental the US. An additional €48m bank credit lines will be prosthesis, Equipment) used for external growth on the US market. Imaging: Consolidation to build a French global E-health is riding high! player in Imaging • The booming market for connected monitoring • The high-end French Imaging segment is undergoing devices is also developing in Healthcare. Dreem, the a consolidation phase to better target international French start-up which claims to improve sleep quality customers and rationalize their costs. Intrasense, with its connected headband, has raised €31m as its specialist in medical image software solutions valued 2nd fundraising from Johnson & Johnson and BPI at €7m, and DMS Group, specialized in medical France. This promising start-up is originally backed by imaging diagnostics valued at €40m, announced their successful entrepreneurs such as Xavier Niel and merger to capitalize on strong synergies between their Laurent Alexandre. complementary activities*. The merger would allow • On the E-health’s software sub-segment Montagu Intrasense to generate new commercial opportunities Private Equity acquired Maincare Solutions while DMS would gain from access to Intrasense’s from Symphony Technology for a total amount of platform Myrian® to develop new innovative €200m, realizing the largest Medtech acquisition of softwares. the semester. Maincare Solutions develops and sells business intelligence, human resource, and Multiple/single use equipment: a new player is operational management software solutions to in town hospitals. It has become one of the main software • H1 2018 was a dynamic period for the multiple and solutions provider for the healthcare sector in France. single use equipment market, characterized by several acquisitions. Along with the management team, Surgery: Intense fundraising activities Mérieux Development and Gimv acquired • Whether to facilitate surgeon work, reduce surgery Stiplastics Healthcaring from Stage Capital for risks for the patient and improve the associated €60m to support their innovative strategy and treatment, investments have also been dynamic on the international development ambitions. The company Surgery sub-segment. Historical investors BPI France has been a provider of medical plastics packaging and and Balestier renewed their trust in LimFlow during devices for over 30 years and now shows great its 3rd capital increase round of €27m led by potential in the connected health sector. Sofinnova Partners. This capital increase will finance • Stiplastics Healthcaring, renamed SGH strategic initiatives through mid 2020, including the Healthcaring, initiated its build-up strategy with the completion of a US pivotal study and international acquisition of Rovipharm and RR Plastiques. This commercialization. operation strengthened its portfolio of dosage and administration of medication devices, on both solid • TRiCares, developing a minimally invasive heart and liquid form. valve replacement system received €22m to accelerate product development, conduct clinical trials and obtain CE registration in Europe. * Deal subject to both companies’ shareholders approval 12 PwC
Medtech: French players think international (2/2) Others – New shareholding for the French Diagnosis champion Echosens on its way to global leadership • The hepatology diagnosis segment has not finished to be disrupted by Echosens. Private Equity Astorg Partners acquired Cathay Capital and OrbiMed’s stakes in the innovative high-technology company Echosens for €162m. Specialized in liver disease diagnosis, Echosens offers a non-invasive, easier to use and more cost-effective solution to carry on biopsy in order to detect chronic liver diseases (~700m people affected worldwide). In partnership with Inner Mongolia FuRui, the Chinese reference shareholder, Astorg will contribute to secure Echosens’s international growth ambition and market penetration, and strengthen its leadership through innovation, improvement of its value proposition for end users and the set-up of strategic partnerships. 13 PwC
Target Deal size Target Country Acquirer Country Type revenues (m€) (FY17,m€) E-Health Maincare Solutions FR Montagu UK PE (100%) 200 50-100 Johnson&Johnson, BPI France, Early stage Dreem FR FR, USA 31 0-20 Maif avenir, Business Angels fundraising Early stage Dental Monitoring FR Straumann CH 15 0-20 fundraising Early stage Mdoloris FR Siparex, Seventure Partners FR 7 0-20 fundraising Kurma Partners, BNP Paribas Early stage Sensome SAS FR FR 5 0-20 Developpement fundraising Sofimac Innovation, Aquiti Early stage Eurekam FR FR 2 0-20 Gestion, Swen Capital fundraising Go Capital, Crédit agricole, Early stage Biosency FR FR 1 0-20 private investors fundraising Fizimed SAS FR Business Angels FR Individuals 1 0-20 Nokia Oyj (Digital Health FR Eric Carreel (Private Investor) FR Individuals n.d. n.d. business) Corporate Inovelan FR Agfa HealthCare BE n.d. n.d. (100%) Surgery Sofinnova Partners, BPI France, Early stage LimFlow FR FR, SG 27 n.d. Balestier fundraising Andera Partners, Wellington Early stage TRiCares FR Partners, BiodMed Partners, FR, Europe 22 n.d. fundraising other European funds Biom'up FR Euronext, Athryum Capital FR, USA Stock market 16 0-20 Idinvest Partners, Innovation Early stage Biomodex FR Capital, Inserm Transfert FR 12 0-20 fundraising Initiative. Stentys FR BPI France, Others FR, Others Stock market 12 0-20 Corporate Minvasys FR Stentys SA FR 8 0-20 (100%) Ally Bridge Group (HK) Ltd, Early stage Quantum Surgical FR HK, CN 6 0-20 Lifetech Scientific (CN) fundraising Early stage Safeheal SASU FR Sofinnova Partners, MD Start FR 6 n.d. fundraising Dental prosthesis Biotech Dental FR Sofina, Ceres Capital Partners BE, CH PE (26%) 52 20-50 Laboratoire Thomas FR Laboratoire Incisal FR Corporate n.d. 0-20 Denterbridge FR Lifco SE Corporate n.d. n.d. Imaging Corporate / Intrasense FR Diagnostic Medical System FR 47 20-50 Stock market BPI France, Sigma Gestion, Early stage Surgivisio FR FR 11 n.d. Founders, Business Angels fundraising Orthopaedics PE (Minority Auxilium DE CM-CIC Capital Prive FR n.d. 100-150 stake) Tynor Orthotics Pvt Ltd IN Thuasne, Lighthouse funds FR, IN PE / Corporate 18 0-20 Kisco, Otsuka, Idinvest, JP, FR, Safe Orthopaedics FR Stock market 7 0-20 Ostrium, Keren, Others Others Corporate Addidream FR I.CERAM FR n.d. 0-20 (49%) PE (Majority FX Solutions FR Ekkio Capital FR n.d. n.d. stake) Orthotaxy FR Apsis (Johnson & Johnson) FR Corporate n.d. n.d. Cenomy (ex Proteor Aides Stephan Klingler (Private FR FR Individuals n.d. n.d. Electroniques) Investor) PwC 14
Target Deal size Target Country Acquirer Country Type revenues (m€) (FY17,m€) Multiple/single use equipment Gimv NV, Merieux PE (Majority Stiplastics FR BE, FR 60 20-50 Developpement stake) PharmaSet SE Hemodia FR Corporate n.d. 20-50 Bradshaw Medical USA In'Tech Medical FR Corporate n.d. 20-50 Biocorp Production SA FR Vatel Capital, Inocap Gestion FR Stock market 5 0-20 Rovipharm, RR Plastiques FR SGH Healthcaring FR Corporate n.d. n.d. Technical equipment PE (Minority Eloi FR Isatis Capital, A+ Finance FR 6 20-50 stake) PE (Majority Soest Medical Group NL ArchiMed FR n.d. 0-20 stake) Eove FR Air Liquide FR Corporate n.d. 0-20 Saint-Gobain’s Performance CA, FR, Micro Hydraulics Pharma IE Corporate n.d. n.d. Plastics Life Sciences USA Others PE (Minority Echosens FR Astorg Partners FR 162 50-100 stake) Sofinnova, BPI France, Pixium FR FR Stock market 11 0-20 Institutional investors Otium Capital, Plug and Play Early stage OWKIN FR Tech Center, Cathay Innovation, FR, USA 9 0-20 fundraising NJF Capital Limited n.d.: not disclosed PwC 15
Healthcare Services: An attractive domestic market still driven by consolidation Elderly care: Diversification of groups M&A activity in Healthcare Services is the • A leader in France in elderly care, Korian aims at 3rd most active (18 deals) and continues to diversifying its existing offer towards more autonomous be driven by significant consolidation in retired people. The company acquired 70% of laboratories, clinics, elderly care, and Ages&Vie, company specialized in house-sharing for home care segments, whether it is to elderly people. This collaboration will strengthen achieve critical size or expand at a larger Ages&Vie’s national network, while giving support for level. an international status with openings in Germany, Thermalism becomes really attractive for Belgium and Italy. build-ups, taking advantage of a growing market. Homecare: A race to critical size • Build-ups remain the spearhead strategy for homecare Medical Laboratories: The consolidation trend companies to grow their market share. The specialist in continues in 2018 homecare delivering respiration, Elivie, targets to • Since its last year takeover by Partners Group and PSP become number 2 in the French market. Owned by the Investments, the objectives of Cerba HealthCare have Private Equity firm HDL since 2015, the company been to double its sales size within 7 years in EMEA and overtook Proxim’Santé, Paca Perf, Horus Santé, extend its testing range. In line with this strategy, the Dimedo and Perfulor during the last 6 months. group acquired the medical testing lab group Bio7 from Ardian for €500m. Shortly after, Cerba HealthCare also Others: As a growing market, thermalism announced the acquisition of Histalim, a laboratory in becomes very attractive for build-up strategies Montpellier providing specific services in histology and specialist in immunohistochemistry (IHC), in situ • The number of thermal clients in France has risen by hybridization (ISH), and image analysis. 20% since 2009, supported by population ageing and the enthusiasm for soft medicines. Capitalizing on • In the same spirit, Biogroup-LCD reinforced its these positive market trends, Gimv became the position in Ile-de-France by acquiring Biolaboplus, majority stakeholder of France Thermes through a an Essonne-based network of medical biology €40m deal. The Private Equity firm aims at laboratories. Biogroup ambitions to reach €300m of transforming France Thermes into a build-up consolidated revenues. platform. • Smaller structures consolidation trend continues with Clinics: Pursuit of the regional consolidation, the acquisition by the industrial holding Sagesse backed by Private Equity firms Retraite Santé of Arenadour for €50m. Located • Bridgepoint sold for €103m Group C2S, the 8th in Landes region (40), Arenadour was already formed operator of private clinics in France owning a dozen of by the consolidation of 2 thermal operators in Dax. establishments in Rhônes-Alpes, to Eurazeo Patrimoine. The group recently expanded its activities to Auxerre by acquiring Polyclinique Sainte Marguerite. 16 PwC
Target Deal size Target Country Acquirer Country Type revenues (m€) (FY17,m€) Medical laboratories Corporate Bio7 FR Cerba HealthCare FR 500 50-100 (100%) Histalim FR Cerba HealthCare FR Corporate n.d. n.d. Biolaboplus FR Biogroup-LCD FR Corporate n.d. n.d. Clinics Group C2S FR Eurazeo Patrimoine FR PE (100%) 103 150-200 Mr Jean-Louis Oger (Private Groupe Clinique Saint George FR FR Individuals n.d. 100-150 Investor) Clinique Saint Joseph (Angoulême), Clinique Pasteur FR Vivalto Sante FR Corporate n.d. 20-50 (Evreux),Clinique Richelieu (Saintes) Polyclinique de la Manche (Saint-Lô), Clinique Saint-Brice FR DocteGestio Group FR Corporate n.d. n.d. (Provins), Clinique Pays de Seine (Romilly) CA3D (Centre Aquitain pour le développement de la dialyse à FR Groupe Elsan FR Corporate n.d. n.d. domicile) Elderly care Corporate Ages&Vie FR Korian FR 15 n.d. (70%) Château de Bon Attrait FR Orpea FR Corporate n.d. 0-20 Clinidom FR Korian FR Corporate n.d. 0-20 DomusVi Domicile (10 FR DV Orange FR Corporate n.d. n.d. retirement homes) Corporate Résidence du Lac FR SGMR FR n.d. n.d. (100%) Homecare Proxim'Sante, Horus Sante, FR Elivie FR Corporate n.d. 0-20 Paca Perf, Dimedo Perfulor FR Elivie FR Corporate n.d. 0-20 Corporate Services Oxygene 13-31 FR, UK Bastide Le Confort Medical FR n.d. 0-20 (100%) Others Sagesse Retraite Santé, Arkea Arenadour FR FR Corporate / PE 50 n.d. Capital, Ouest croissance Corporate France Thermes FR Gimv FR, Europe 40 n.d. (Majority stake) n.d.: not disclosed PwC 17
Our experience in H1 2018 2018 2018 2018 Provided financial and social Provided financial and Provided financial, tax, social due diligence to Biosency legal due diligence to and legal due diligence to for their initial capital Deinove for their acquisition Korian, a private company fundraise from Go Capital, of Biovertis AG and its specialized in the elderly Credit Agricole and Business German subsidiary healthcare, for their Angels. Biosency is Morphochem, an Austrian acquisition of Ages&Vie, a specialized in medical company developing a group developing and devices for remote clinical-stage antibiotic managing elderly-care monitoring and prevention related to a disruption of the serviced residences. dedicated to chronic gut microbiota. respiratory insufficiency. 2018 2018 2018 Provided financial due Provided vendor tax Provided financial diligence to Montagu Private structuring to the vendor due diligence Equity for their acquisition shareholders, in the interest to the founders for their of Maincare Solutions, a of their sale of Eove, a French sale of Pharmatis, company specialized in start-up specialized in a company specialized electronic patient records designing & manufacturing in pharmaceutical and hospital administration ventilators, and other manufacturing. software. medical devices. 2018 2018 2018 Provided financial, tax and Provided financial due Provided financial due legal due diligence to diligence to diligence to Johnson & Gimv for their majority SRS for their acquisition of Johnson (J&J) for their stake acquisition of Groupe acquisition of Orthotaxy, a France Thermes Arenadour (thermalism). privately-held developer of (thermalism). software-enabled surgery technologies, including a differentiated robotic- assisted surgery solution. 18 PwC
2018 2018 2018 Provided financial, tax, Provided tax due diligence, Provided financial, carve out, and legal due diligence, tax structuring and R&D and manufacturing due as well as tax structuring, to social due diligence to diligence to a Private Equity NuPharm Group for their Advent International for fund in connection with the acquisition of Laboratoire their acquisition of Zentiva, not completed acquisition of Biodim. Sanofi’s European generics Zentiva, Sanofi’s European business. generics business. 2018 2018 Provided ESG review Provided ESG review including : identification of including : identification of the main ESG challenges, the main ESG challenges, assessment and analysis of assessment and analysis of ESG performance, proposal ESG performance, proposal of an action plan for the of an action plan for the holding period. holding period. 19 PwC
PwC Deals Strategy & Operations supports Private Equity and Corporates in every steps of their acquisition, integration and divestment processes Services provided by Deals Strategy & Operations teams along the Deal cycle 1 2 • Corporate and Business Unit strategy • Identify and assess value creation levers • Determine and validate deal rationale and related financial impact with fully integrated due diligences: Finance, Fin. • Identify potential acquirers or build-up opportunities and assess Target’s potential Strategy, Operations inc. Ops. Strat. carve-out, and ESG (Environment, Social, • Prepare divestment and conduct carve-out Governance), Tax & Legal aspects project Pre deal Thought 1 2 Strategy leadership Deal Deal execution 5 3 cycle 3 • Assist, prepare and negotiate transition contracts 5 • Plan & execute Take Over • Review strategy, identify further (“Day-1” plan) 4 growth opportunities and assess • Define Integration Strategy potential • Prepare 100-Day plan • Diagnose and improve operational • Set up Integration performance (sales and marketing, Management Office supply chain, manufacturing, footprint, support functions…) • Turnaround and restore profitability 4 with restructuring plan • Deep dive into target’s business and operational performance and • Review ESG risks and opportunities design value creation plan and assist on ESG strategic plan • Execute 100-Day plan • Assist on the integration / transformation and track synergy delivery • Manage change and acculturation 20 PwC
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Your contacts Transactions Deals Strategy & Operations Philip Dykstra Philippe Loiselet Partner – PwC Transactions Partner – Strategy& Pharma & Life-Sciences Transaction Leader PwC France philippe.loiselet@pwc.com philip.dykstra@pwc.com +33 1 56 57 59 41 +33 1 56 57 82 06 Benoit Cambournac Anne-Lise Glauser Partner – PwC Transactions Partner – Strategy& Healthcare Leader PwC France anne-lise.glauser@pwc.com benoit.cambournac@pwc.com +33 1 56 57 84 53 +33 1 56 57 71 38 Thomas Abier Senior Manager – Strategy& thomas.abier@pwc.com +33 1 56 57 82 47 Business Development Loic Le Claire Marion Le Moign Partner – PwC Société d’Avocats Marketing & Business Development Health Industries Leader Health Industries loic.le.claire@pwcavocats.com marion.le.moign@pwc.com +33 1 56 57 45 51 +33 1 56 57 17 54 22 PwC © 2018 PricewaterhouseCoopers Advisory. Tous droits réservés.
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