Triton to buy Clinigen in GBP 1.2bn deal

Triton has made its offer via Triley Bodco and is offering 833 pence per share in cash, according to a statement.

Clinigen first listed in a GBP 135m IPO in 2012, marking the first listing of a UK pharmaceutical company since 2007, according to a statement issued at the time.

Clinigen confirmed on 2 December 2021 that it had received a "non-binding indicative proposal" from Triton, noting that talks were at an advanced stage, following press reports that the parties were in discussions.

The business said in a statement in July that it had been impacted by a reduction in demand for its core cancer drug, Proleukin, as a result of the postponement of clinical trials during the coronavirus pandemic, but added that it remained confident of its future growth, anticipating double-digit EBITDA growth in 2022.

Activist shareholder Elliott Management had exercised pressure on Clinigen's management for a break-up off the company, according to press reports.

Triton said in a statement that it had been following Clinigen for some time and was impressed by factors including the company's differentiated strategy, as well as the role it plays in providing medicines for patients with unmet needs.

The GP intends to focus on the company's long-term value creation, supporting it in expanding its geographical presence and its technology base. Triton said in the same statement that the company should be able to compete more effectively for inorganic growth opportunities under its ownership.

Triton is deploying equity via The Triton Fund V, which held a final close in December 2018 on EUR 5bn. The fund's other large-cap buyouts include Germany-headquartered reusable plastic packaging products producer Ifco, which the GP acquired alongside the Abu Dhabi Investment Authority (ADIA) in a USD 2.51bn deal in February 2019.

The GP's current healthcare portfolio includes healthcare service providers such as clinics and providers of care for the elderly and people with disabilities, as well as companies such as pharmaceutical packaging producer Bormioli Pharma and branded medicines specialist Pharmanovia.

Company
Founded in 2008 and headquartered in Burton upon Trent, Clinigen provides services and products for pharmaceutical and biotechnology companies, with the aim of improving access to medicines for patients. The company operates in 16 countries and employs more than 1,250 staff.

The company stated in its 2021 annual report that it posted revenues of GBP 523.6m in 2021, versus GBP 466.7m in 2020 and GBP 456.9m in 2019.

Clinigen generated adjusted EBITDA of GBP 116.3m in 2021, a 10% decrease from the GBP 129.8m it recorded in 2020. It posted 2019 adjusted EBITDA of GBP 100.8m. The company's net debt stood at GBP 335.8m in 2021, versus GBP 311.9m in 2020 and GBP 252.4m in 2019.

People
Triton – Jan Pomoell (co-head of Triton's heathcare sector).
Clinigen – Elmar Schnee (chairman).

Advisers
Equity – JP Morgan (corporate finance); Barclays (corporate finance); HSBC (corporate finance); White & Case (legal).
Vendor (Clinigen) – RBC (corporate finance); Numis (corporate finance); Ashurst (legal).
Vendor (StepStone) – Alston & Bird (legal).

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