Just few weeks after a pulled ipo (see a previous post of BeBeez), Italian pharmaceutical group Rottapharm, owned by the Rovati family, will be sold to Swedish group Meda for an enterprise value of about 2.3 billion euros, The price tag is quite higher than the one corresponding to the highest price of the ipo range. R&D activities controlled by Rottapharm Biotech will not be part of the transaction (download here Fidim’s press release and Meda’s press release).
Meda announced yesterday that it has entered into a definitive agreement to acquire Rottapharm│Madaus for a consideration of SEK 21.2 billion (2.275 billion euros) on a cash and debt free basis. The consideration will comprise SEK 15.3 billion (1.643 billion euros) in cash, 30 million Meda shares corresponding to a value of SEK 3.3 billion (357 million euros) and a non-contingent deferred payment in January 2017 of SEK 2.6 billion (275 million euros).
Following completion of the transaction, the Rovati family will own 9% of Meda and will be the second shareholder after Stena Sessan Rederi (22,7%) owned by the Olsson family.
Rottapharm’s ceo, Luca Rovati , will then sit in the board of one of the major pharma group in Europe specialized in both OTC and prescription pharmaceutical products (among its well known products in Italy are Travelgum gums and Betadine xx) which thanks to Rottpaharm will reach pro-forma revenues of 1.9 billion euros in 2013 and 550 millions of ebitda.
After having repaid infragroup debts to Rottapharm (254 million euros at the end of last March), Fidim will remain with a mountain of cash. Much more cash than it had obtain if the pulled ipo had been successful. The global offer did not include any capital increase and regarded 25% (that might be accrued to 30%) of the company’s share capital offered by Fidim (see a previous post of BeBeez) for a price ranging from 7.25 to 9 euro per share corresponding to an equity value of 1.45-1.8 billion euros and an enterprise value of 1,7-2,06 billions, that is 13.1x-15.8x not adjusted ebitda (2013 ebita was 130.2 million euros, when Rottpharm had 536 million euros of revenues).
On the other hand Meda pays a quite higher price (ìan enterpsie value of 2.275 billions and an equity value of 1.975 billions). However it pays the majority stake premium and the fact that the group will benefit of 100 million euros per annum of cost synergies, with full effect in 2016.
Fidim was advised by Studio Pavesi-Gitti-Verzonilaw firm and by Studio Tremonti-Vitali-Romagnoli-Piccardi for fiscal matters. Meda was supported by Rothschild for financial issues and by ReedSmith law firm.