CVC sells Theramex to Carlyle, PAI for GBP 1.2bn

Harriet Matthews
28 March 2022

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CVC Capital is to sell womenтs health-focused pharmaceutical company Theramex to PAI and Carlyle; the SBO is valued at GBP 1.2bn, according to two sources familiar with the situation.

PAI declined to comment on the valuation. CVC and Carlyle declined to comment.

Unquote sister publication Mergermarket reported earlier in March 2022 that Theramex was up for sale, with Rothschild and HSBC advising. First-round bids were due early in the week beginning 7 March, sources told Mergermarket.

CVC acquired Theramex in 2017 in a USD 703m carve-out from listed Teva Pharmaceutical Industries. Barclays, Citi and RBC provided a USD 435m debt package to back the deal.

The GP deployed equity via CVC Capital Partners VI, which held a final close in June 2013 on EUR 10.5bn. According to Unquote Data, the fund had made 11 full exits to date, plus two partial realisations. Its recent exits include the EUR 1.63bn sale of Sweden-based flight booking provider Etraveli to listed US-headquartered travel technology company Booking Holdings.

During CVC's investment period, Theramex focused on developing its digital capabilities and building relationships with physicians, according to a statement. The company also made a series of add-ons, resulting in double digit revenue and EBITDA growth since 2018.

Carlyle is currently deploying equity via Carlyle Europe Partners V, which held a final close in October 2019 on EUR 6.4bn. The fund typically invests in businesses with enterprise values of more than EUR 200m.

PAI is deploying equity via PAI Europe VII, which held a final close in March 2018 on EUR 5bn. The fund was 51% deployed as of September 2021, according to Unquote Data. The vehicle generally deploys equity tickets of EUR 150m - EUR 400m, targeting companies with enterprise values of EUR 300m - EUR 1.5bn.

Theramex will be the first healthcare sector investment for each fund, according to Unquote Data, although Carlyle's previous investments in the sector include Millicent Pharma, while PAI has backed companies including Ethypharm and Ipsen.

According to a statement, PAI and Carlyle intend to support Theramex with the expansion of its product portfolio in existing and adjacent therapeutic areas, as well as with its international growth.

Company
Theramex is a pharmaceutical company focused on women's health. Its portfolio covers contraception, fertility, menopause, and osteoporosis. Formed in 2018 following the carve-out from Teva, Theramex is headquartered in London and employs around 480 people.

Theramex generated revenues of EUR 259m and EBITDA before exceptional items of EUR 87m in the year to October 2021, according to a Moody's report. The rating agency expects the EBITDA to reach EUR 90m-EUR 95m in 2022.

People
CVC Capital Partners – Cathrin Petty (managing partner, global head of healthcare).
PAI Partners – Sebastien Veil, Andreas Kumeth (partners).
Carlyle Group – Lubna Qunash, Philipp Meyer (managing directors, Carlyle Europe Partners).
Theramex – Robert Stewart (CEO).

Advisers
Equity – Morgan Stanley (M&A); Jefferies (M&A); Greenhill & Co (M&A); Linklaters (legal); Allen & Overy (legal); PwC (financial due diligence).
Vendor – Rothschild & Co (M&A); HSBC (M&A); Latham & Watkins (legal); EY (financial due diligence); IQVIA (commercial due diligence).