Karo Pharma Acquires Trimb for MSEK 3,400 and Intends to Carry out a Rights Issue of Approximately MSEK 1,500

STOCKHOLM, June 20, 2019 /PRNewswire/ -- Karo Pharma AB (publ) (the "Company" or "Karo Pharma") has today acquired all the shares of Trimb Holding AB ("Trimb") from Avista Capital Partners ("Avista") and other shareholders for MSEK 3,400 (the "Transaction"). The Transaction is expected to contribute positively to Karo Pharma's market position and create a strong platform for Karo Pharma's continued growth. The combined company had annual sales of approximately MSEK 2,640 for 2018.[1]

Trimb in brief

Founded in 2012, Trimb is a leading consumer healthcare company based in Stockholm with approximately 90 employees. Trimb owns licenses to, markets and sells a large number of over-the-counter pharmaceuticals and consumer healthcare products. Trimb has a portfolio of leading brands focused on skin care, foot care, oral care and intimate health categories. Over the last five years, Trimb has completed several strategic acquisitions and executed a number of organic growth initiatives.[2] Taking these acquisitions and initiatives into account, and adding back certain one-off costs, Karo Pharma estimates that Trimb generated adjusted sales and adjusted EBITDA of approximately MSEK 930 and MSEK 150, respectively, for 2018[3]. Approximately 65 per cent of Trimb's adjusted sales in 2018 were derived from the Nordic market and the company has a growing presence in Europe. More information about Trimb is available at www.trimb.com.

"Trimb is a distinguished company within over-the-counter pharmaceuticals and consumer healthcare products. Over the past years, the company has successfully built a Nordic business and a growing presence in Northern Europe. Trimb complements Karo Pharma well, both in terms of geographical presence, distribution channels and product offering. I look forward to continuing this journey in a combined company", comments Christoffer Lorenzen who is taking over as Karo Pharma's new CEO as per 1 July 2019.

Magnus Nylén, CEO of Trimb, continues to comment: "Trimb has become a leading consumer healthcare company in Northern Europe and we are proud of the growth we have achieved since our founding. We have had a strong partnership with Avista, as they shared and supported our vision to become a leading consumer healthcare company. We look forward to continuing our successful growth journey in partnership with Karo Pharma."

The Transaction in brief

Karo Pharma is to acquire Trimb for MSEK 3,400 on a cash and debt free basis (Enterprise Value). The acquisition will be financed through new credit facilities and a bridge loan facility provided by SEB and Swedbank.

The intention is to, post-closing of the Transaction, repay the bridge loan facility with proceeds from a new share issue with pre-emptive rights for Karo Pharma's shareholders of approximately MSEK 1,500 (the "Rights Issue"). The Board of Directors of Karo Pharma intends to propose that the Company's shareholders, during an extraordinary general meeting, authorises the Board of Directors to resolve on the Rights Issue. Further details will follow and the notice to the extraordinary general meeting, where the proposal on the authorisation will be considered, will be published separately and be made available on the Company's website.

The transaction is subject to customary competition authority approvals being received. The Rights Issue, the terms of which will be announced at a later stage, is expected to be executed during the second half of 2019 provided that these competition authority approvals are received.

Karo Pharma's largest shareholder, Karo Intressenter AB, holding shares representing approximately 67 per cent of the outstanding shares and votes in Karo Pharma[4], has expressed its support of the Transaction and has undertaken to vote for the Board's proposals at the extraordinary general meeting. Karo Intressenter will also subscribe for its pro-rata share of the Rights Issue and guarantee the remaining part of the Rights Issue.

Karo Pharma estimates that the Transaction brings synergy potential for the Company in the form of both sales and cost synergies. The Company has an ambition to achieve annual synergies of MSEK 50 in 2021 when fully realised. Achieving these synergies implies estimated integration costs of approximately MSEK 30–40 in total which will be taken during the period 2019 and 2020. The Transaction is expected to have a positive effect on Karo Pharma's adjusted earnings per share[5] in 2020 when beginning to realise the synergies.

Advisors

SEB Corporate Finance and White & Case acted as advisors to Karo Pharma in relation to the Transaction.

Rothschild & Co and Ropes & Gray acted as advisors to Avista Capital Partners and other shareholders.

For further information, please contact:

Christoffer Lorenzen, incoming CEO,
+45 2276 35 66,
christoffer.lorenzen@karopharma.se
 
Ulf Mattsson, acting CEO,
+46 70 976 94 66,
ulf.mattsson@karopharma.se

Mats-Olof Wallin, CFO,
+46 76 002 60 10,
mats-olof.wallin@karopharma.se

     
About Karo Pharma
Karo Pharma is a specialty pharma company, which develops and markets products for pharmacies as well as directly to the healthcare sector. Karo Pharma is listed on Nasdaq Stockholm Mid Cap.

About Trimb
Trimb is a leading consumer healthcare company based in Stockholm, Sweden. The company's experience and competencies span across all regulatory classes and most therapy fields relevant to consumer healthcare. Trimb's products are sold in more than 60 countries around the world.

About Avista Capital Partners
Founded in 2005, Avista is a leading New York-based private equity firm with over $6 billion invested in more than 30 growth-oriented healthcare businesses. Avista targets businesses with strong management teams, stable cash flows and robust growth prospects and utilizes a proactive, hands-on approach to create value in its portfolio companies. Avista's Operating Executives and Advisors are an integral part of the team, providing strategic insight, operational oversight and senior counsel, that help drive growth and performance to create long-term value and sustainable businesses. For more information, visit www.avistacap.com.

This is information that Karo Pharma AB (publ) is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 01.30 CET on 21 June, 2019.

[1] Illustrative financial information based on sales for Karo Pharma and Trimb during 2018. The information should be viewed as a pro forma account. Trimb's sales are adjusted for, inter alia, estimated effects of acquisitions completed during 2018 and 2019. For further information, see footnote 2.
[2] Acquisitions and strategic initiatives include, inter alia, the acquisition of BioClin B.V. in December 2018, the acquisition of a product portfolio from CCS Skincare Brands AB in January 2019, a collaboration and license agreement with Teva in February 2019 as well as strategic initiatives such as change of contract manufacturer.
[3] The information on adjusted sales and adjusted EBITDA is preliminary and should not be viewed as pro forma accounts. Neither should they be compared with such pro forma which will be included in the prospectus which will be prepared in connection with the planned rights issue.
[4] 66 per cent based on the total number of shares and votes in Karo Pharma. The number of outstanding shares in Karo Pharma amounts to 161,867,792 shares. Outstanding shares are calculated as the total number of shares in Karo Pharma, amounting to 164,332,782 shares, less shares held by Karo Pharma, amounting to 2,464,990 shares.
[5] Adjusted earnings per share excludes acquisition-related amortisation.

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