Deal in Focus: Ardian buys Equistone's Unither for €675m

If Ardian's €675m deal for Unither Pharmaceuticals is brought to completion as planned in Q1 2017, the new capital structure will see the GP take a majority share in the company. Company management, led by Eric Goupil, is set to reinvest around €100m for around 25% of the company's shares.

Parquest Capital and CM-CIC Investissement, who have both been invested in the group since 2006, are also keen to remain invested in the company, unquote" understands. While Parquest's contribution is confirmed, it is not yet known whether CM-CIC will stay on, a source familiar with the matter revealed.

The transaction will mark the fourth period for Unither under private equity ownership. The company was previously acquired by Société Générale Asset Management in 2000 and Parquest in 2006, before Equistone acquired the group for €200m in 2011. Following the Equistone acquisition – which saw Unither valued at double its 2006 valuation – Parquest, CM-CIC and Picardie Investissement remained as co-investors.

The group's management had clearly expressed its wish to continue with a financial partner, rather than an industrial one" – Mathieu Antonini, Ardian

The latest deal sees Equistone fully exit the group. Mathieu Antonini, who worked on the transaction and is managing director at Ardian, says: "The group's management had clearly expressed its wish to continue with a financial partner, rather than an industrial one. It was not a classic exit process – the company's management literally took its destiny in its own hands, and started meeting potential partners."

Ardian's interest in this group goes back many years, Antonini says, as the GP acted as equity syndicate on two occasions, in 2006 and 2011, and also as debt provider. The current ownership is therefore a logical development.

"Several aspects drove our decision," says Antonini. "Healthcare has always represented a major sector of investment for Ardian, and this company happens to be positioned above average for its particular activity." Unither manufactures sterile unit-doses, non-sterile liquids and liquid sticks, as well as solid and semi-solid medications for the pharmaceutical and generic drugs industries.

Ardian invested via its LBO Fund VI, which recently closed on its €4bn hard-cap with an extra €500m co-investment pocket. It is the fourth investment made with capital drawn from the vehicle, after France-based specialty chemicals company Hypred in May, Italy-based software business Dedalus in July and Germany-based auto parts company Weber Automotive in October.

Light on leverage
The transaction was supported by a B tranche senior debt facility arranged by BNP Paribas, Natixis and Credit Agricole CIB. The debt amounts to less than 5x EBITDA, with the latter representing around €54m, Antonini says. According to unquote" sister title Mergermarket, the debt amounts to €220-320m in total and Unither is expected to arrange an additional €80m of financing upon deal closure. This includes non-refinanced operational debt and a credit line provided by BPI France, which will replace the unitranche debt granted by Ardian in 2011.

"At this stage, Unither does not really need to make any external acquisitions to bring its growth plan to fulfilment," Antonini says, though he does not rule out that possibility entirely. With Equistone's backing, the group increased its turnover by €100m to reach a total of €250m today – a rate of progress that Ardian is intending to maintain.

"Something that particularly appealed to the company is our global outreach," the managing partner says. In particular, Antonini points out Ardian's presence in the US, Singapore and Beijing – three places Unither has been actively eyeing. "The plan is now to grow a very successful European group into a global company."

Unither already registers around 30% of its turnover abroad. Its most recent developments include the opening of a Brazilian branch in 2011, as well as the acquisitions of Brazil-based Mariol Industrial last year and the New York factory of Belgian group UCB in 2013.

Equistone declined to comment on the transaction when contacted by unquote".

People
Ardian  – Philippe Poletti (head of mid-cap buyout); Mathieu Antonini (managing director); Alexandre Vannelle (director); Corentin Lacourte (investment manager); Edmond Delamalle (analyst). 
Equistone Partners Europe  – Guillaume Jacqueau (managing partner); Stanislas Gaillard (partner); Thierry Lardinois (director).

Advisers
Equity  – Edmond de Rothschild Corporate Finance, Christian Ménard, Laure Klein (corporate finance); Rothschild & Co, Laurent Baril, Robert Rozemulder (M&A); DLA Piper, Xavier Norlain, Bertrand Levy (legal, tax); Boston Consulting Group, Olivier Wierzba, Marc Becker, Aymeric Le Renard (commercial due diligence);  Deloitte, Sami Rahal, Frédérique Chenevoy (financial due diligence).
Vendor  – Axys Finance, Didier Izabel, Sandrine Chouard (corporate finance);  Lazard, Nicolas Constant, François Guichot Perere, Frederic Rothenburger  (corporate finance); BNP Paribas, Sylvina Mayer, Michael Nebot, Elena Colucelli-Guerin, Marie-Charlotte Bonnemay (corporate finance); Lamartine Conseil, Olivier Renault, Fabien Mauvais (legal); Roland Berger, Patrick Biecheler, Pierre-Antoine Bodin (commercial due diligence); Eight Advisory, Pascal Raidron, Katia Wagner, Cyrille Palitzyne (financial due diligence); Arsène Taxand, Frederic Teper, Olivier Janoray (tax).

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• Topics
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• Deal in focus
• France
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• Ardian (formerly Axa PE)