Totalhealth Pharmacy and Haven Pharmacy to merge, Healthcare 21 is acquired by AddLife, BET acquires Dubai-based business, BlueCat chemical business is acquired by EuroBlue and much more in this weeks Renatus weekly M&A newsletter.
Renatus Weekly M&A & Company Performance Newsletter 18/04/2021
Please find below this week’s newsletter covering the latest M&A, company performance, fundraisings and executive moves.
Totalhealth Pharmacy and Haven Pharmacy to merge
Deal Details: Two leading groups of independent, locally owned Irish pharmacies, Totalhealth Pharmacy and Haven Pharmacy have agreed to merge. There are currently 78 Totalhealth and 49 Haven pharmacies in Ireland. The combined group will manage supply chain value in the order of €200m per annum.
Darragh Connolly, Chairman of the new group stated that a key advantage of the merger is to ensure that the independent community pharmacies in the group are protected against the potential of an oligopoly developing in the market where there is increasing consolidation.
Current branding for both groups will remain in place for up to two years to ensure ongoing continuity of awareness and service for customers.
Advisers: None Mentioned
Renatus Comment: The two main wholesalers in the market, United Drug (acquired by McKesson) and Uniphar have completed a number of pharmacy acquisitions in recent years with Uniphar acquiring Hickey’s pharmacy chain consisting of 36 outlets and Lloyds Pharmacy (also owned by McKesson) acquiring Median Healthcare Services.
The merger of Totalhealth and Haven should enable each independent pharmacy to offer better value and service and remain competitive against international players and national chains.
Healthcare 21 is acquired by AddLife
Deal Details: Swedish medtech company AddLife has acquired Healthcare 21 for up to €245m.
Cork-headquartered Healthcare 21, established in 2003, is one of Europe’s fastest growing and rapidly expanding Medtech outsourced sales, marketing, and distributions companies.
With an annual revenue exceeding €170m and more than 500 employees across 4 European countries, Healthcare 21 work with many of the world’s leading medical device companies.
Similar to Healthcare 21, AddLife is a specialist healthcare organisation, with 55 subsidiary companies, across 25 countries in mainland Europe.
As part of the deal Healthcare 21 will operate as a separate subgroup and will become part of the Medtech business area.
Advisers: Eversheds Sutherland team led by James Trevis in the UK and Gavin O’Flaherty in Ireland acted for Healthcare 21 on legals while Travers Smith acted for the buyer.
Renatus Comment: This a fantastic result for Healthcare21’s Management Team and H2 Equity, who acquired 49.9% of Healthcare21 in August 2018. The remaining shareholding was held by Owen Curtin (Founder and Chairman), Tara Kearney (CEO), David Frederick (Executive Director) and other senior management.
The business generated revenues of €171m in FY20, of which c. €6m related to non-recurring Covid 19 revenue. The FY20 pro-forma EBITA of the business was c. €18.5m.
This is the 2nd acquisition of the €2bn market cap Addlife who announced the €183m acquisition of a Germany based company the prior week. The acquisition will give Addlife a significant foothold in the Irish and UK Market and access to an attractive customer base in the clinical segment.
Healthcare 21 demonstrates how partnering with a supportive and involved PE investor can help achieve strategic goals. Healthcare 21’s management team and H2 were able to jointly develop a clear and winning long term strategy that was rapidly executed throughout the business. Over the course of the last 30 months the company completed several strategic acquisitions, expanded the contract base of the group, enhanced operational effectiveness and exited areas of the business with low shareholder value. The actions led to substantial growth in all areas of the business and a successful exit to Medtech specialist in Addlife AB where Healthcare 21 has an exciting future as it continues its growth story.
Source:AddLife Press Release
BET acquires Dubai-based business
Deal Details: Building Envelope Technologies (BET) have announced the acquisition of Thomas Bell Wright Consultants (TBWIC) in Dubai, UAE. Deal consideration was not disclosed.
BET, formed in 2001, was the first in Ireland to specialise in the area of building and enclosure airtightness. It has since extended the range of services to include consultancy, specialist enclosure and product testing, and providing a range of specialist airtight building products.
TBWIC is a multi-accredited and privately held engineering firm providing independent Testing, Inspection and Certification (TIC) services primarily for the construction sector.
Advisers: BET were advised by Addleshaw Goddard (Dubai), Armstrong (London) and RSM Corporate Finance (London)
Renatus Comment: Phenna Group acquired BET in May 2019. This is the second acquisition for BET, after acquiring Build Check in February 2019 and their first in the Middle East Region which shows their global ambition. The sector appears highly fragmented and more consolidation is expected in the coming years.
BlueCat chemical business is acquired by EuroBlue
Deal Details: EuroBlue, the Co. Wexford-based manufacturer of AdBlue, has acquired BlueCat for an undisclosed sum.
EuroBlue is a 100% Irish owned business offering a complete AdBlue solution for operators of SCR Diesel Vehicles.
BlueCat was acquired by chemical products distributor Brockley Group in 2008. BlueCat is the first, largest and most widely recommended licensed manufacturer of AdBlue in Ireland.
AdBlue solution (Urea and water) reduces harmful emissions from diesel engines using SCR technology in On Highway, Off Highway, Passenger Cars and other forms of diesel engines.
Advisers: JPA Brenson Lawlor Corporate Finance and Tax Departments acted for the vendors on this transaction.
Lavelle Solicitors acted for the vendors on all legal aspects of the transaction.
Renatus Comment: Prior to the transaction BlueCat was owned by James and Sean Holmes through the Brockley Group. Post the transaction the Brockley Group will continue to operate two divisions, Chemical Division and Surface Technology Division.
Source:JPA Brenson Lawlor
Colorman is acquired by Woodberry Capital
Deal Details: Colorman (Ireland) Ltd. has been acquired by Woodberry Capital from owners Clare Nixon, Gary Clarke and David Clancy for an undisclosed sum. The deal is subject to regulatory approval.
Dublin-based Colorman, established in 1959, is one of Europe’s leading full-service print and packaging companies.
Woodberry Capital is a non-institutional private equity firm which invests in businesses with the potential for long-term value creation.
Patrick Doran, the CEO and Founder of Woodberry Capital, has significant experience in the print and packaging industry.
Advisers: Ed O’Dea, Michael Hussey and Michael Meade from Davy advised Colorman. Therese Rochford of Whitney Moore and Conal Sherry of Walsh O’Brien Harnett provided buyside support.
Renatus Comment: Management of Colorman acquired the company in 2000 after the sad passing of the founder, Bob Burke. The full service print and packaging company generated €29m of revenue and €4.8m of operating profit in FY18.
Woodberry Capital is the investment vehicle of Patrick Doran who sold Americk Packaging in 2016 after growing revenue to over €140m. Patrick is also a promotor of the blank cheque SPAC, North Atlantic Acquisition Company, which recently raised $330m via a public listing.
Ørsted to acquire Brookfield Renewable Ireland
Deal Details: Danish renewable energy company Ørsted has agreed to acquire Brookfield Renewable Ireland (BRI). The agreement is based on an enterprise valuation of BRI of €571m as of end of 2020. The transaction is expected to close by Q2 2021.
BRI, headquartered in Cork, is a developer, owner, and operator of onshore wind farms. It has an attractive portfolio of 389 MW in operation and under construction, 149 MW advanced development, and more than 1 GW of development pipeline in Ireland and the UK.
With the acquisition of BRI, Ørsted enters the European onshore market. Building on the success of the US business, Ørsted has been evaluating opportunities to enter the onshore renewables business in Europe.
Ørsted ranks as the world’s most sustainable energy company in Corporate Knights’ 2021 index of the Global 100 most sustainable corporations in the world and is recognised on the CDP Climate Change A List as a global leader on climate action.
Nasdaq Copenhagen-listed Ørsted employs 6,179 people. In 2020, the group’s revenue was DKK 52.6 billion (€7.1bn).
Advisers: The sellside was advised by BNP Paribas, KPMG (Mike Hayes, Russell Smyth, James Delahunt, Lucie Murphy), McCann FitzGerald (Valerie Lawlor, Joseph O Rourke), Burness Paull (legal, UK), and DNV (technical).
The buyside was advised by Cantor Fitzgerald, Orrick (legal), and Arthur Cox
Renatus Comment: Brookfield Renewables Partners acquired the Irish wind generation business in 2014 from Bord Gais as part of the sale of the entire energy business of Bord Gais to a consortium that also included Centrica Plc and iCON Infrastructure Partners.
Ørsted’s Onshore wind division is led my Irishman, Declan Flanagan who was previously with Airtricity. BRI employees a team of 70 people in Cork. Declan stated their long term commitment to Cork and will look to grow the team.
According to a report by Wind Energy Ireland and KPMG, onshore wind currently accounts for 43% of Ireland’s energy, and there are 4,200 megawatts of capacity through existing wind farm projects. The aim is to nearly double that output to 8,200 megawatts by 2030. As ESG Investing continues to evolve, existing players and new entrants are expected to invest in Ireland to finance this expansion.
Source:Ørsted Press Release
Briggs acquires Balloo Hire Dublin-based business
Deal Details: Briggs Equipment has completed the acquisition of Dublin-based Balloo Hire Limited for an undisclosed sum.
Balloo Hire has been providing Northern and Southern Ireland’s business and domestic markets with plant and tool hire since 1987.
It has a fleet of nearly 10,000 units across a product range of more than 650 items which makes it one of the largest, most versatile ranges in the industry.
Balloo Hire’s Northern Irish operation was acquired by Briggs in 2019.
Briggs Equipment, with sites in Dublin and Lisburn, is the exclusive Irish distributor for the Hyster range of forklift trucks and other materials handling equipment.
Advisers: Feilim O’Connor of Fieldfisher led the transaction.
Renatus Comment: This is the second acquisition by Briggs this month, last week Briggs announced the acquisition of Laois Hire for a reported consideration between €5m and €10m. Balloo Hire Centre’s accounts up to October 18 presented a turnover of €455k. Prior to the transaction, Balloo Hire Centre was owned by Lorraine McCaffrey. This transaction reiterates Briggs’ commitment to strengthen their position in the Irish market.
O’Loughlin Insurance Group acquired by Aston Lark
Deal Details: Goldman Sachs-backed chartered insurance broker Aston Lark has agreed terms to acquire Swords-based O’Loughlin Insurance Group. The value of the deal has not been disclosed.
O’Loughlin Insurance Group, founded in 1984 by the late David O’Loughlin and now led by his son Paul O’Loughlin, provides general and commercial insurance brokerage and independent financial services.
Aston Lark, which is one of the largest insurance brokers in Britain, was founded in 2018 following the merger of Aston Scott and Lark.
Advisers: None Mentioned
Renatus Comment: Having covered Aston Lark’s acquisition of North County Brokers in our newsletter on the 23/3/21, Aston Lark has continued it acquisition strategy in Ireland with O’Loughlin Insurance Group. Aston Lark is backed by Goldman Sachs and this transaction marks their 11th acquisition this year.
Further consolidation is expected as Robert Kennedy, Aston Lark Ireland chief executive, stated that further deal announcements are imminent and their ambition of becoming Ireland’s leading independent insurance broker.
Also this week, Lockton, the world’s largest privately-owned insurance broker, announced the creation of up to 50 jobs over the next five years as part of a plan to expand its employee benefits practice.
Belmont Care to be acquired by Brindley
Deal Details: The Brindley Manor Federation of Nursing Homes Limited is to acquire Belmont Care Limited and its subsidiaries for an undisclosed sum. This deal is subject to CCPC approval.
The Brindley Manor Federation of Nursing Homes Limited is an indirect subsidiary of Brindley Healthcare Limited and is active in the provision of residential care and nursing home services in the State.
Brindley Healthcare Limited is jointly controlled by Orpea S.A and Drumineney Investment Holdings Designated Activity Company.
Advisers: The Crowe team with Naoise Cosgrove and Colm Sheehan (Financial) and Cormac Doyle (Tax) acted for Orpea Group (Brindley), while Matheson provided assistance on Legals.
Renatus Comment: This is the first acquisition by Brindley Healthcare since European operator, Orpea acquired a 50% stake in July 2020. Orpea has an option to acquire the remaining 50% of Brindley Healthcare by 2022. This transaction follows Belgium’s Aedifica’s acquisition of four care homes in the south east of Ireland last month after entering the Irish market through the acquisition of Birdhaven nursing home in February 2021.
Traditionally a fragmented industry, a number of financial investors and international operators have entered the market to cater for the future demand as our over 80 population is projected to more than double to 343k in 2036 from 170k in 2020.
Thimba Media acquires UK Affiliation Website The Slot Buzz
Deal Details: Thimba Media, the Waterford based iGaming performance marketing company, announced its acquisition of the UK based organic affiliation website theslotbuzz.com (“the Slot Buzz”)
The acquisition was settled using Thimba Media’s current cash balance.
Advisers: None Mentioned
Renatus Comment: Thimba shareholders include Con Lehane, Christopher Russell and Rebecca Curran. Thimba and its investments employ some 70+ people.
The reported purchase price for The Slot Buzz represents a multiple of approximately 3.9 times Net Income, based on current run rate. It is reported that the Slot Buzz is expected to generate EBITDA of $500,000 in this financial year.
Source: Thimba Media
RSK Group acquire Smith+Kennedy Architects
Deal Details: RSK Group, the UK integrated environmental, engineering and technical services business, has acquired Smith+Kennedy Architects in Dublin.
Smith + Kennedy Architects is a long-established architectural practice based in Dublin, Ireland. Set up in the early 1960s. The main office is in Dun Laoghaire, Co. Dublin, but the team can execute work in Europe, Africa, the Middle East and Brazil. The company employs a team of 20.
Advisers: None Mentioned
Renatus Comment: Prior to the deal Smith+ Kennedy was majority owned by Joseph Kennedy and reported net assets of €461k at December 2019
This deal was announced in conjunction with three other acquisitions completed by RSK this year. Based on its current trajectory and strategy, RSK anticipates that by 2025 it will be delivering an annual turnover of £1 billion and will employ 10,000 people around the world.
DEALS IN THE MAKING
KBC looks at exiting Irish market
It is reported that Bank of Ireland has approached KBC Bank Ireland in a move that is set to further reduce competition in the Irish market.
KBC and Bank of Ireland have reportedly said that they entered into a Memorandum of Understanding (MoU), with Bank of Ireland potentially buying KBC’s performing loan assets and liabilities.
KBC’s Irish bad loans would be sold separately, with international funds the only likely buyers.
Pandagreen to acquire Exomex
The regulatory watchdog CCPC has been notified of the proposed acquisition of Exomex (Ireland) Limited by Pandagreen Limited.
Pandagreen Limited is engaged in waste collection, processing, recovery, disposal, composting and recycling in the State.
Exomex (Ireland) Limited trades as McElvaney’s Waste and Recycling. Exomex (Ireland) Limited is engaged in the provision of domestic and C&I waste collection services in Monaghan, Louth and Cavan.
Open Orphan to launch IPO of non core asset
Open Orphan, the Dublin-listed pharmaceutical services company run by Cathal Friel, will launch an IPO of one of its non-core assets in June in a move that could raise more than £20 million.
As part of the plan, Open Orphan’s current shareholders will get a share in the new entity, currently named Orph Pharma, for each share they have in Open Orphan, and they will be required to hold those shares for nine months before they can sell them.
Open Orphan first listed its shares in June 2019 at a price of 5.4 pence per share. Since then the company’s shares have risen to more than 43 pence. This values the company at nearly £295 million
Source: Business Post
Learning Pool considering sale
Carlyle Cardinal Ireland (CCI) has reportedly put Derry online education company Learning Pool up for sale, with a likely price tag of €160 million.
Learning Pool was founded in 2006 by Paul McEvaney and his team. In 2016, CCI invested in the Company. The latest accounts up to April 20, show EBITDA of £5m. The company acquired Remote Learner, a company based in Denver, Colorado, last December. It is reported that this acquisition is expected to help push earnings this year to £9 million.
We understand that American Investment Bank, Baird have been appointed to conduct the process.
Source: The Sunday Times
Bolt on acquisition potential for GAN
GAN is a leading business-to-business supplier of internet gambling software-as-a-service solutions predominantly to the U.S. land-based casino industry. Dermot Smurfit Jnr listed the Company last year on the NASDAQ exchange.
Dermot Smurfit Jnr has said his gaming technology company could carry out bolt-on acquisitions valued “from anywhere between $5m to $50m” this year.
Earlier this GAN acquired Coolbet, a sportsbook software company, for $176m.
Kerry Group deal suspended
Kerry Group negotiations about the possible sale of its dairy and consumer foods business in Ireland with its main shareholder Kerry Co-op have reportedly been suspended.
There is speculation that the co-op’s bid, which is said to have valued the joint venture at €600m, was below the company’s expectations.
Both sides were also said to have disagreed on several issues relating to dividends and financing.
The deal would have seen the co-op take a 60% share in the joint venture with the plc retaining the remaining 40%.
Source: Irish Times
Bidvest Noonan acquisition of Interact is approved by regulator
The proposed acquisition of L.Lynch Interact Limited by Bidvest Noonan (ROI) Limited has been cleared by the Competition and Consumer Protection Commission.
EBITDA is an accounting term and is often the best indicator of profitability in non-capital intensive businesses before financing and tax are considered. In capital-intensive businesses EBIT or EBITDA less average Capital Expenditure are often better measures. YoY is an acronym for the year-on-year movement in turnover, EBITDA, etc.
Quote Devil Limited, based in Dublin, is an insurance broker offering an array of different insurance policies, inluding home, car, van, pet among others.
In FY20, the business reported a c. 12% increase in revenue to c. €6.0m and a c. 21% decline in EBITDA to €1.0m. The drop in EBITDA is linked to a c. €890k increase in admin expenses (most of which related to an increase in staff costs) and partly offset by a c.€650k increase in revenue.
Cash increased by c. €289k during the period to end at €3.16m. The largest drains on cash were a c. €340k investment into working capital and a corporation tax payments.
The business employed 55 staff during the year at an annual cost of €2.58m. John McGuire owns the majority of the shares in Quote Devil.
Babodana Limited trades as the Skylon Hotel based in North Dublin. It offers accomodation, food and beverage, small functions and conference room hires.
For the period ending FY Dec 19, the business reported revenues of €7.2m and EBITDA of €3.8m, up 1.5% and c. 93% respectively year-on-year. The large jump in EBITDA can be traced to a c. €1.6m reduction in admin expenses during the year.
The closing cash balance declined by c. €3.8m during the year to end at c. €1.1m. The largest drain on cash was the c. €14.5m bank loan repayment during the period which was part-funded by way of €9.4m a new loan from its parent company.
McEniff Hotels Ltd is the ultimate parent company and the hotel is largely owned by various members of the McEniff and Glynn families.
Who: Dublin restaurant tech start-up Nory, led by founder Conor Sheridan, has raised pre-seed funding.
What: $2m (€1.67m) round was led by Cavalry Ventures and Playfair Capital, Enterprise Ireland and leading angel investors from Europe and the US also participated.
Barry O’Neill and Conor Sharpe of CircleRock Capital supported Nory bringing investing co-leads Playfair Capital and Cavalry Ventures to the deal.
Advisers: Alan Ryan and Graham Coyne of Wallace Corporate Counsel LLP advised Nory on legals.
Why: The company is targeting growth in the UK this year and is also eyeing the US for expansion.
Source: Irish Times
Who: Dublin-listed Total Produce has completed refinancing.
What: A total of $1.44bn (€1.2bn) comes in the form of credit agreement with Coöperatieve Rabobank which provides a $500m five-year committed multi-currency senior secured revolving credit facility. It also includes a $940m seven-year senior secured term loan facility with Bank of America.
Why: Proceeds of the facilities will be used to refinance the existing Total Produce and Dole debt agreements.
Who: UK-based venture capital investment fund manager Deepbridge Capital has confirmed its first investments in Northern Ireland.
What: £150,000 investment under Seed Enterprise Investment Scheme (SEIS) has been provided to GenoMe Diagnostics Limited and Machine Eye Technology Limited. Belfast-based GenoMe Diagnostics has developed a medical diagnostics platform technology, while Newry-based Machine Eye Technology has developed an artificial-intelligence health and safety technology.
Why: The use of funding was not disclosed.
Who: Erisberg, a Dublin-based PE firm co-founded by Thomas Davy and former Blackstone executive Alan Kerr, has raised initial funding for its first fund.
What: €75m was raised from European investors. It is expected the ultimate size of the fund, Erisberg I LP, may reach €100m.
Why: The fund will target investments in Irish businesses
EXECUTIVE AND BOARD APPOINTMENTS
We in Renatus believe that more important than the deals are the people and we have teamed up with leaders in this field Korn Ferry to provide you with details of key recent executive and board level appointments.
We are all still closely watching the effects of Brexit both here and across the pond. Clearly there is great validation among the Brexiteers on the back of them getting a run on the EU with vaccines. January and February import and export figures need to be taken with pinch of salt due to Covid-19 effect and possible effect of December pre brexit stocking. However the numbers may cause the brexiteers to sober up a little.
The European Union’s statistics office, Eurostat, said EU imports from Britain dropped 47% year-on-year in January-February to €16.6 billion while exports to the UK declined only 20.2% to €39.8 billion. If this pattern continues in March, April and May it is not a good outcome for UK trade.
4.2% & 18.1%
The year-on-year increase in the new private cars licensed and used (imported) cars licensed, respectively, in Ireland for March 2021 amounting to 10,672 new and 6,590 used cars, according to @CSOIreland
The Irish Government deficit for 2020 which amounts to 5.0% of GDP, according to @CSOIreland
The Irish Government gross debt for 2020 which amounts to 59.5% of GDP, according to @CSOIreland
1.3% & 1.8%
The year-on-year increase in the Irish agricultural output and input indices, respectively, for February 2021, according to @CSOIreland
The year-on-year decrease in the number of passengers handled by main Irish airports for 2020 amounting to 8.3 million passengers, according to @CSOIreland
The year-on-year increase in the value of Irish exports for February 2021 amounting to c. €12.35bn worth of goods exported, according to @CSOIreland
The year-on-year decrease in the value of Irish imports for February 2021 amounting to c. €6.5bn worth of goods imported, according to @CSOIreland
The year-on-year decrease in the number of available second-hand (existing) residential properties in the Irish market for January 2021 amounting to 15,500 properties – 70% lower than in 2011, according to a report by Sherry FitzGerald. @IrishTimesBiz
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Renatuswas established in 2014 to provide growth funding to growing Irish SMEs and to partner with ambitious management teams to help companies reach their full potential.
Renatus targets companies with sustainable earnings of €1m+ and valuations typically in the range of €5m – €20m. Our typical solutions include:
Growth financing – both organic and acquisition growth financing