- Grifols agrees to acquire the existing share capital of
Tiancheng (Germany) Pharmaceutical
Holdings for EUR 1,100 million.
Tiancheng (Germany) Pharmaceutical
Holdings is the owner of 90% of Biotest ordinary shares and 1% of
Biotest preferred shares
- The transaction values Biotest's Equity at EUR 1.6 billion. Grifols launches a voluntary
tender offer for the shares of Biotest
- Biotest is a German public listed healthcare company
specialized in innovative hematology and clinical immunology with
an attractive pipeline with novel proteins that complement Grifols'
product portfolio
- By joining forces, Biotest and Grifols will increase plasma
therapies availability, ensuring greater patient access to plasma
medicines across the world
- This acquisition will notably strengthen Grifols' industry
positioning by accelerating and expanding its
pipeline and commercial footprint and allowing the
company to improve its plasma economics and margins
- Innovative therapies, revenue and cost synergies are
projected to create additional significant value, driving revenue
growth and margin expansion: over EUR 7 billion in combined revenues, more than
EUR 2 billion in EBITDA, 30%+ EBITDA
margin and a leverage ratio below 3.5x by 2024
- The transaction is subject to regulatory approvals and
conditions and is expected to close by the end of the first
semester of 2022
BARCELONA, Spain, Sept. 17, 2021 /PRNewswire/ -- Grifols (MCE:GRF) (MCE:GRF.P) (NASDAQ:GRFS), a
global healthcare leader with a track record of more than 110 years
dedicated to enhancing people's health and well-being and a
forerunner in plasma-derived medicines, transfusion diagnostics and
hospital pharmacy solutions, today announced its agreement with
Tiancheng International Investment Ltd. (private company registered
in Hong Kong) to acquire 100%
of the shares of Tiancheng (Germany) Pharmaceutical Holdings AG, German
company owner of 89.88% of Biotest ordinary shares and 1.08% of
Biotest preferred shares for EUR 773
million and a loan in the amount of EUR 313 million.
The operation assessed Biotest's equity and enterprise value at
approximately EUR 1.6 billion and
EUR 2 billion, respectively.
Upon completion of the transaction, Grifols will indirectly own
17,783,776 ordinary shares in Biotest, representing
about 89.88% of Biotest's voting rights and 44.94% of total
share capital, and 214,581 preferred shares in Biotest,
representing about 0.54% of the total share capital.
The ordinary shares in Biotest indirectly held by Tiancheng
International Investment Ltd. have been valued at EUR 43.00 per ordinary share and the preferred
shares at EUR 37.00 per preferred
share.
Parallel to the transaction, Grifols launches a voluntary public
tender offer to all outstanding ordinary and preferred shareholders
to acquire in cash Biotest's remaining ordinary and preferred
shares for EUR 43.00 and EUR 37.00, respectively.
This transaction reflects how Biotest and Grifols live out its
missions and jointly advance towards increasing global
plasma-derived therapies availability while meeting patients' needs
around the world.
This acquisition will significantly reinforce Grifols' industry
capabilities by enhancing its plasma-derived medicines access,
pipeline and sales presence. Furthermore, it will provide access to
new scientific and industrial capabilities. It will also improve
Grifols' plasma economics and revenue per liter bringing innovative
plasma proteins to drive revenue growth and margin expansion.
In parallel, Grifols will also expand and diversify its plasma
sourcing through the addition of 26 European plasma centers and
strengthen its operations and revenues in EMEA (Europe, the Middle
East and Africa)
region.
As Raimon Grífols Roura, co-CEO, observes, "This unique
opportunity will allow Grifols and Biotest to mark a new milestone
while shaping the plasma industry. It will enlarge our existing
portfolio of plasma-derived therapies and fast-track the
development of new products, with a concerted focus on delivering
value to patients, shareholders and other key stakeholders. We look
forward to partnering with the Biotest team."
Víctor Grífols Deu, co-CEO, agreed, adding, "This
operation offers a singular opportunity to promote our European
innovation hub and collaborate with an outstanding German firm
renowned for its expertise in clinical development. By joining
forces, we aim to advance innovative scientific and plasma-derived
developments that ultimately offer patients an enhanced quality of
life."
The transaction is subject to regulatory approvals and other
conditions. It is expected to close by the end of the first
semester of 2022.
Grifols retained Osborne Clarke Spain, Germany and UK and Proskauer Rose, L.L.P as
legal advisors and Nomura Securities International, Inc. and UBS
Europe SE as financial advisors.
A complementary investment to boost performance
- Grifols and Biotest share similar values and corporate cultures
stemming from family origins
- Improved plasma economics and revenue per liter by leveraging
currently unused proteins and Grifols' global network of plasma
centers
- Notable increase in revenues and profit margins starting in
2023 through new product launches
- Significant revenues and cost synergies to develop, produce and
distribute plasma-derived therapies
- Accelerated product-development pipeline
- Greater geographic balance of plasma sourcing and revenues
- Leading industrial capacity of more than 20 million liters of
plasma by 2021
- By 2024, Grifols expects combined revenues of over EUR 7 billion, more than EUR 2 billion in EBITDA, EBITDA margin higher
than 30%, and leverage ratio below 3.5x
About Biotest
Founded in 1946, Biotest AG is a global company listed on the
Frankfurt Stock Exchange that specializes in innovative hematology
and clinical immunology solutions. Headquartered in Dreieich
(Germany), it develops, produces
and markets biological medicinal products with applications in
hematology, clinical immunology and intensive care. The company's
current portfolio includes 12 different products with a global
commercial footprint in more than 90 countries. Biotest employs
1,928 people around the world.
As part of a broader pipeline, Biotest is leading clinical
trials on plasma-derived fibrinogen (BT-524) to treat congenital
and acquired disorders. These include the Adjusted Fibrinogen
Replacement Strategy (AdFirst) study in patients with high blood
loss during spine surgery and abdominal surgery for treatment of
pseudomyxoma peritonei (PMP).
Biotest is also conducting a clinical trial on plasma-derived
IgM concentrated (Trimodulin, BT-588) for the treatment of patients
with severe community-acquired pneumonia (sCAP).
In addition to fibrinogen and IgM, the company's pipeline also
includes several plasma-derived assets.
Biotest has a manufacturing capacity of up to 1.5 million liters
of plasma annually, which it expects to double through the Biotest
Next Level Project. Its plasma center network includes 26 European
centers located in Germany,
Czech Republic and Hungary.
In 2020, Biotest reported EUR 484
million in revenues and an Adjusted EBITDA of EUR 108 million.
Financial highlights of the transaction
The investment in cash represents a 23% premium to Biotest's
ordinary shares 30-day VWAP (volume weighted average price) and an
aggregate consideration of approximately EUR
2 billion, including the assumption of Biotest's net
debt.
To fund the transaction, Grifols has received a bridge financing
commitment for EUR 2 billion
unsecured bridge financing commitment provided by BofA
Securities.
Grifols plans to explore its financing options for unsecured
debt.
Grifols is highly confident about achieving this deleveraging
profile using all its available tools, as necessary. Grifols does
not expect to pursue any meaningful M&A or cash dividends until
leverage is below 4x.
About Grifols
Grifols is a global healthcare company founded in Barcelona in 1909 committed to improving the health
and well-being of people around the world. Its four divisions -
Bioscience, Diagnostic, Hospital and Bio Supplies - develop,
produce and market innovative solutions and services that are sold
in more than 100 countries.
Pioneers in the plasma industry, Grifols operates a growing
network of donation centers worldwide. It transforms collected
plasma into essential medicines to treat rare, chronic and, at
times, life-threatening conditions. As a recognized leader in
transfusion medicine, Grifols also offers a comprehensive portfolio
of solutions designed to enhance safety from donation to
transfusion. In addition, the company supplies tools, information
and services that enable hospitals, pharmacies and healthcare
professionals to efficiently deliver expert medical care.
Grifols, with close to 24,000 employees in 30 countries, is
committed to a sustainable business model that sets the standard
for continuous innovation, quality, safety and ethical
leadership.
In 2020, Grifols' economic impact in its core countries of
operation was EUR 7.5 billion. The
company also generated 140,000 jobs, including indirect and induced
jobs.
The company's class A shares are listed on the Spanish Stock
Exchange, where they are part of the Ibex-35 (MCE:GRF). Grifols
non-voting class B shares are listed on the Mercado Continuo
(MCE:GRF.P) and on the U.S. NASDAQ through ADRs
(NASDAQ:GRFS).
For more information about Grifols, please visit
www.grifols.com
LEGAL DISCLAIMER
The facts and figures contained in this report that do not refer
to historical data are "future projections and assumptions". Words
and expressions such as "believe", "hope", "anticipate", "predict",
"expect", "intend", "should", "will seek to achieve", "it is
estimated", "future" and similar expressions, in so far as they
relate to the Grifols group, are used to identify future
projections and assumptions. These expressions reflect the
assumptions, hypotheses, expectations and predictions of the
management team at the time of writing this report, and these are
subject to a number of factors that mean that the actual results
may be materially different. The future results of the Grifols
group could be affected by events relating to its own activities,
such as a shortage of supplies of raw materials for the manufacture
of its products, the appearance of competitor products on the
market, or changes to the regulatory framework of the markets in
which it operates, among others. At the date of compiling this
report, the Grifols group has adopted the necessary measures to
mitigate the potential impact of these events. Grifols, S.A. does
not accept any obligation to publicly report, revise or update
future projections or assumptions to adapt them to events or
circumstances subsequent to the date of writing this report, except
where expressly required by the applicable legislation. This
document does not constitute an offer or invitation to buy or
subscribe shares in accordance with the provisions of the following
Spanish legislation: Royal Legislative Decree 4/2015, of 23
October, approving recast text of Securities Market Law;
Royal Decree Law 5/2005, of 11 March
and/or Royal Decree 1310/2005, of 4
November, and any regulations developing this legislation. In
addition, this document does not constitute an offer of purchase,
sale or exchange, or a request for an offer of purchase, sale or
exchange of securities, or a request for any vote or approval in
any other jurisdiction. The information included in this document
has not been verified nor reviewed by the external auditors of the
Grifols group.
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