Cinven to launch public acquisition offer for SYNLAB AG

29 September 2023

Cinven to launch public acquisition offer for SYNLAB AG

• Attractive cash offer price of EUR 10.00 per share, representing a premium of approximately 42% to the undisturbed closing share price of SYNLAB AG on 10 March 2023
• Cinven and SYNLAB AG have signed an investment agreement backing the long-term strategy of the company
• Management Board and Supervisory Board of SYNLAB AG anticipate a good further cooperation with Cinven
• Key shareholders including Novo Holdings, Ontario Teachers' Pension Plan Board as well as the members of the Management Board of SYNLAB AG have signed irrevocable undertakings to sell their shares in the offer
• 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
• Cinven does not intend to enter into a DPLTA; Financing of the offer is secured and is not conditional upon implementation of a DPLTA or similar measure

Ephios Luxembourg S.à r.l. (“Ephios”), an entity controlled by funds managed and/or advised by Cinven, today announced its decision to launch a public acquisition offer (the “Offer”) for all outstanding shares of SYNLAB AG (“SYNLAB” or the “Company”) not directly held by it.

SYNLAB is one of the leading European clinical laboratory and medical diagnostic services companies and is listed in the Prime Standard on the Frankfurt Stock Exchange.

Cinven offers shareholders of SYNLAB a cash consideration of EUR 10.00 per share. The offer price represents an attractive 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 volume-weighted average share price during the three months prior to SYNLAB’s ad hoc announcement is approximately 13%.

The Offer will be subject to customary conditions, in particular regulatory clearances. It will not contain a minimum acceptance threshold.

Cinven and SYNLAB have signed an investment agreement today. The Management Board and the Supervisory Board of SYNLAB anticipate a good further cooperation with Cinven. They value the expected contribution of Cinven as a strong, long-standing, and active shareholder to help further strengthen SYNLAB’s position as a leader in the medical diagnostic services and specialty testing sector.

Cinven already owns approximately 43% of the shares in SYNLAB. Key shareholders Novo Holdings and Ontario Teachers' Pension Plan Board as well as the members of the Management Board of SYNLAB have signed irrevocable undertakings to sell their shares to Cinven in the Offer. Dr Bartholomäus Wimmer, the founder of SYNLAB, has also signed an irrevocable undertaking to sell 60% of his shares in the Offer and to re-invest the remaining shares; Qatar Holding LLC, a wholly-owned subsidiary of Qatar Investment Authority, agreed to re-invest all their shares alongside Cinven. The reinvestments are made for a value not exceeding the offer price. The shares already directly held by Cinven today, together with the shares underlying the irrevocable undertakings and the re-investment agreements, relate to approximately 79% of SYNLAB’s share capital and approximately 80% of all voting rights in the Company. Cinven has not acquired any SYNLAB share from any shareholder above the offer price and does not intend to do so.

Cinven does not intend to seek or enter into a domination and profit and loss transfer agreement (DPLTA) with SYNLAB. Cinven has secured financing commitments for the acquisition of all outstanding shares in SYNLAB AG not directly held by Ephios. The financing is not conditional upon implementation of a DPLTA or any other measure to access SYNLAB's assets or cash flow.

Since the beginning of 2022, SYNLAB has experienced increasing headwinds due to significantly reduced demand for COVID-19 testing along with a drop in prices for COVID-19 PCR tests as well as an inflationary cost environment. This has impacted both revenues and EBITDA margin and resulted in a decline in market valuation which has been exacerbated by low trading liquidity in the stock. SYNLAB’s Management Board has therefore identified a transformation programme to refocus the Company on its base business, return to pre-pandemic productivity levels and improve its profitability. Cinven has high respect for SYNLAB’s values and heritage and is very impressed by and truly supportive of its mission to bring actionable diagnostic information for healthy lives and well-being for all. Cinven has known the management team led by CEO Mathieu Floreani and CFO Sami Badarani for a long time and is highly appreciative of their strategy for the business, their dedication and their passion to drive innovation and medical excellence with their highly skilled people, which is an integral part of SYNLAB.

Macquarie Capital and Deutsche Bank are acting as lead financial advisors, with Barclays, Citi and Goldman Sachs acting as additional financial advisors. Kirkland & Ellis International LLP (transaction counsel) and Clifford Chance LLP (financing) are acting as legal advisors of Cinven.

The financing is underwritten by a group of banks and provided by a number of direct lenders as listed below.

Physical bookrunners: Barclays Bank Ireland PLC, BNP Paribas S.A., Citibank N.A.; London Branch, Deutsche Bank Aktiengesellschaft, Crédit Agricole Corporate and Investment Bank Deutschland, Mizuho Bank, Ltd., Natixis

Bookrunners: Banco Santander, Goldman Sachs Bank Europe SE, HSBC Continental Europe, ING Bank N.V., Raiffeisen Bank International AG, Standard Chartered Bank, SMBC, UniCredit Bank AG

Direct lenders: Apollo, CVC Credit, MV Credit, Rantum Capital

The Offer will be made on and subject to the terms and conditions set out in the offer document, which is subject to approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Following such approval by BaFin, the offer document will be published in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) and the acceptance period of the Offer will commence. The offer document (once available) and other information relating to the Offer will be published on the following website: https://www.ephios-offer.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 AG. The Offer itself as well as its terms and conditions and further provisions concerning the Offer will be set out in the offer document in detail after BaFin has permitted the publication of 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 upon their availability since they will contain important information.

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.