2015

Acquisition of Idis Group Holdings and Vendor Placing

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Acquisition of Idis Group Holdings Ltd and Vendor Placing

On 24 April 2015, Clinigen Group plc (“Clinigen”), the specialty global pharmaceutical company, announced that it had agreed to acquire Idis Group Holdings Limited (“Idis”) for an enterprise value of £225.0 million.

Overview of Idis

Idis is the global market leader in providing access to unlicensed medicines in over 100 countries, across a number of therapeutic areas (including oncology, haematology and immunology) and across the product lifecycle. Founded in 1987 and majority owned by CBPE Capital LLP since 2005, Idis currently has 189 employees and is headquartered in Weybridge, Surrey with an office in Princeton, New Jersey, USA. Idis has a comprehensive capability in Managed Access Programs (on an exclusive supply basis) and General Access (on-demand), giving physicians and their patients access to medicines wherever an unmet need exists.

Idis has two business divisions, a managed access division, focused on providing access to clinical phase and pre-approved medicines via Managed Access Programs (“MAPs”) (this division is equivalent to Clinigen’s GAP business but includes a clinical trials supply business), and a general access division, focused on providing access to medicines already approved in another market. In the year ended 30 November 2014, Idis’ managed access division shipped some 222,000 product units into a wide range of countries around the world, and the general access division shipped approximately 620,000 units, primarily to the UK and EU.

Overview of Clinigen

The Clinigen Group is a specialty global pharmaceutical company headquartered in the UK, with offices in the US and Japan. The Group currently employs 119 people. The Group, dedicated to delivering ‘the right drug, to the right patient at the right time’, has three operating businesses: Specialty Pharmaceuticals (“SP”), Clinical Trials Supply (“CTS”) and Global Access Programs (“GAP”). Clinigen was admitted to trading on the AIM market of the London Stock Exchange in September 2012, raising gross placing proceeds of £50.0 million at a price of 164p per share, with an initial market capitalisation of £135 million.

Highlights

• The global ethical unlicensed supply market represents a significant growth opportunity, estimated in excess of $5 billion and is under-penetrated.
• On completion, Clinigen, as the market leader, will be well placed to shape and define this fast growing and critically important market.
• Idis is a strong brand, with a 25 year history, and supplies unlicensed medicines predominantly on an exclusive basis through managed access programs and on-demand through its general access division.
• In the 12 months ended 28 February 2015, Idis achieved unaudited last 12 months (“LTM”) revenues of £196.8 million and adjusted EBITDA of £15.6 million.
• The Acquisition is expected to be immediately earnings enhancing and significantly enhancing in the first full year of ownership; the level of enhancement is expected to improve further in 2017.
• Clinigen has identified annual cost synergies from the Acquisition of approximately £2.5 million, and the Board believes that opportunities for further revenue and cost synergies are likely to be identified.
• The Acquisition and associated expenses will be financed by a fully underwritten vendor placing raising gross proceeds of £135.0 million (the “Vendor Placing”) and by £104.0 million to be drawn down under new debt facilities (the “New Facilities”).
• Vendor Placing comprises the issue of 27,000,000 new ordinary shares (the “Placing Shares”) at a price of 500 pence per share – a discount of approximately 4.9 per cent. to the closing middle market price of 525.5 pence per ordinary share on 23 April 2015.

Peter George, Chief Executive Officer of Clinigen, said:

“This acquisition satisfies a number of our key strategic goals – achieving the market leader position in the $5+ billion unlicensed medicine supply sector and strengthening our leading position in the $2 billion clinical trial supply market.

“The acquisition will also accelerate our growth and gives us a much better balanced portfolio of businesses, whilst extending our unique business model.

“The enlarged entity creates an incredibly exciting business with tremendous opportunities for growth. I am confident that, together with Idis, we have the right people to define and shape the unlicensed medicine supply market – an increasingly important health care sector for patients with unmet needs.”

Smith Square Partners acted as financial adviser to Clinigen. For further information see www.clinigengroup.com

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