Oakley acquires WindStar Medical

Harriet Matthews
22 October 2020

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Oakley Capital has acquired over-the-counter health products company WindStar Medical from General Atlantic-backed NuCom Group, the e-commerce subsidiary of ProSiebenSat.

The transaction remains subject to competition authority approval and is expected to close in Q4 2020.

The deal gives WindStar an enterprise value of €280m, according to a statement from ProSiebenSat. This equates to an entry multiple of 13.6x based on adjusted EBITDA of €21m.

ProSiebenSat said in the same statement that it has increased the company's value by 2.4x since its acquisition of WindStar in 2016.

General Atlantic acquired a minority stake in ProSiebenSat's e-commerce business NuCom in February 2018 in a deal that valued the company at €1.8bn. NuCom also announced the acquisition of Oakley Capital's stakes in subsidiaries Parship and Verivox, valued at €440m and €530m respectively. General Atlantic currently owns a 28.4% stake in the company.

In May 2020, KKR acquired a 5.2% stake in ProSiebenSat in KKR European Fund V, having first invested in the business alongside Permira in 2007. The GPs listed the company in 2013 and KKR fully exited its investment in the business in 2014.

Unquote sister publication Mergermarket reported in May 2020 that ProSebenSat was preparing to sell WindStar. Sponsors that were cited as participating in the process included Bregal Unternehmerkapital, DPE Deutsche Private Equity, FSN Capital Partners, Gilde Buy Out Partners and Silverfleet Capital. The asset was marketed based on EBITDA of €18m.

Oakley Capital deployed equity via Oakley Capital Private Equity IV, which held a final close in July 2019 on €1.46bn. The vehicle deploys equity tickets of at least €50m.

Oakley said in a statement that it intends to grow the business via product innovation and digitalisation. The GP also intends to identify potential add-on acquisitions.

In September 2020, Unquote sister publication Debtwire reported that lenders were considering pitches of 4.25x for senior leverage, with up to 5.5x for unitranche packages.

Previous funding
HQ Equita acquired WindStar in December 2014, investing via its evergreen fund. In November 2015, Berenberg Bank, Sparkasse and BHF Bank backed a refinancing for the business.

EQ Equita sold the business to ProSiebenSat's healthcare subsidiary 7Life in a deal valued at around €80m in August 2016. WindStar was integrated into NuCom in 2018.

Company
WindStar develops and distributes over-the-counter medicines and medical devices for sale in drugstores, supermarkets and pharmacies. Its brands include SOS, GreenDoc and BodyMedica.

Founded in 1993 and based in Wehrheim, the business generated revenues of €70m in 2016 and expects to generate sales of €127m in 2020. WindStar makes around half of its revenues from German drugstores DM and Rossmann.

People
Oakley Capital – Peter Dubens (managing partner).
WindStar Medical – René Flaschker (CEO).
ProSiebenSat – Rainer Beaujean (CEO, CFO).
NuCom Group – Florian Tappeiner (co-CEO).
General Atlantic – Jörn Nikolay (managing director).

Advisers
Equity – Rothschild (M&A); Kirkland & Ellis (legal); PwC (financial due diligence, tax); Roland Berger (commercial due diligence).
Vendor – Macquarie (corporate finance).