Cinven launches public acquisition offer for SYNLAB AG

23 October 2023

Cinven launches public acquisition offer for SYNLAB AG

• Cinven launches its public acquisition offer with an attractive cash offer price of EUR 10.00 per share, representing a premium of approximately 42% to the undisturbed XETRA closing share price of SYNLAB AG on 10 March 2023
• Acceptance period begins today and ends on 20 November 2023; no additional acceptance period
• Cinven has secured approximately 79% of SYNLAB AG’s share capital and approximately 80% of its voting rights through its own holdings, irrevocable undertakings and re-investment agreements
• Offer is subject to customary conditions, in particular regulatory clearances

Ephios Luxembourg S.à r.l. (“Ephios”), an entity controlled by funds managed and/or advised by Cinven, today published the offer document for its public acquisition offer (the “Offer”) to the shareholders of SYNLAB AG (“SYNLAB”) following approval by the German Federal Financial Supervisory Authority (“BaFin”).

Starting today, SYNLAB shareholders can tender their shares for an attractive cash consideration of EUR 10.00 per SYNLAB share. The offer price represents a premium of approximately 42% to the XETRA closing share price of SYNLAB on 10 March 2023, the last trading day prior to SYNLAB’s ad hoc announcement of a non-binding expression of interest by Cinven. The premium to the stock exchange price (XETRA closing price) on 28 September 2023, the last trading day prior to the publication of the decision to launch the Offer, is approximately 23%.

SYNLAB shareholders who wish to accept the Offer should contact their custodian bank or any other securities services company where their SYNLAB shares are being held. The acceptance period ends on 20 November 2023 at 24:00 hrs (Frankfurt am Main local time) or 18:00 hrs (New York local time), respectively. There will be no additional acceptance period.

The Offer is subject to customary conditions, in particular regulatory clearances. It does not contain a minimum acceptance threshold. The financing of the Offer is entirely secured, and is not conditional upon implementation of a domination and profit and loss transfer agreement (DPLTA) or any other measure to access SYNLAB's assets or cash flow. Therefore, Cinven does not intend to seek or enter into a DPLTA with SYNLAB.

Cinven already owns approximately 43% of the shares in SYNLAB. Together with the shares underlying the irrevocable undertakings and the re-investment agreements, Cinven has secured approximately 79% of SYNLAB’s share capital and approximately 80% of all voting rights in SYNLAB.

The Offer is made on and subject to the terms and conditions set out on the offer document, the publication of which was permitted by BaFin. The offer document is available in German and in the form of a non-binding English language convenience translation, which, alongside other information in relation to the Offer, are available on the following website: https://www.ephios-offer.com/

Copies of the German offer document and English convenience translations can be obtained free of charge through BNP Paribas S.A. Niederlassung Deutschland, Senckenberganlage 19, 60325 Frankfurt am Main, Germany (requests stating the full postal address by fax to +49 69 1520-5277 or e‑mail to Frankfurt.GCT.Operations@bnpparibas.com).

-Ends-
 

Media contacts

Cinven
Alison Raymond
Tel. +44 (0) 7826 856198
Email. alison.raymond@cinven.com

Clare Bradshaw
Tel. +44 (0) 7881 918967
Email. clare.bradshaw@cinven.com

FTI Consulting
Lutz Golsch
Tel. +49 (0) 173 651 77 10
Email. lutz.golsch@fticonsulting.com

About Cinven

Cinven is a leading international private equity firm focused on building world-class global and European companies. Its funds invest in six key sectors: Business Services, Consumer, Financial Services, Healthcare, Industrials and TMT (Technology, Media and Telecommunications). Cinven has offices in London, Frankfurt, Guernsey, Luxembourg, Madrid, Milan, New York and Paris.

Cinven takes a responsible approach towards its portfolio companies, their employees, suppliers, local communities, the environment and society.

Cinven Capital Management (V) General Partner Limited, Cinven Capital Management (VI) General Partner Limited, Cinven Capital Management (VII) General Partner Limited and Cinven Capital Management (SFF) General Partner Limited are each authorised and regulated by the Guernsey Financial Services Commission, and Cinven Limited, the adviser to the Cinven funds and manager of the Eighth Cinven Fund, is authorised and regulated by the Financial Conduct Authority.

In this press release ‘Cinven’ means, depending on the context, any of or collectively, Ephios Luxembourg S.à r.l., Cinven Holdings Guernsey Limited, Cinven Partnership LLP and their respective Associates (as defined in the Companies Act 2006) and/or funds managed or advised by any of the foregoing.

For additional information on Cinven please visit https://www.cinven.com/ and https://www.linkedin.com/company/cinven/.
 

Important Notice

This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in SYNLAB. The Offer itself as well as its terms and conditions and further provisions concerning the Offer are set out in the offer document. Investors and holders of shares in SYNLAB are strongly advised to thoroughly read the offer document and all other relevant documents regarding the Offer.

This announcement may contain statements about Cinven, its persons acting jointly and/or SYNLAB AG and/or its affiliates that are or may be "forward-looking statements", i.e. statements about processes that take place in the future, not in the past. Forward-looking statements include, without limitation, statements that typically contain words such as "seek", "estimate", "intend", "plan", "believe", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. By their nature, forward-looking statements are based on current expectations, assumptions, estimates and projections and involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and many of which are outside the control of Cinven and its persons acting jointly. Cinven cautions you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance. Any forward-looking statement speaks only as at the date of this announcement. Except as required by applicable law, Cinven does not undertake any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise.

The Offer will exclusively be subject to the laws of the Federal Republic of Germany and certain applicable provisions of securities laws of the United States of America. Any agreement that is entered into as a result of accepting the Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.