Johnson Matthey Plc (JM; London) announced that it has entered into an agreement for the sale of its Health business to Altaris Capital Partners, a leading healthcare investment firm.
JM’s Health business is a global developer and manufacturer of specialist and complex active pharmaceutical ingredients for pharma and biotech customers. JM announced a strategic review of the Health business in April 2021.
Health will be sold for a total consideration of £325 million (around $430 million) representing an implied transaction multiple of 9.8x underlying EBITDA of £33.0 million for the 12 months to 30th September 2021. JM will receive £150 million cash on completion and will retain approximately 30%¹ equity stake in the business, from which we expect to realise significant additional future value under Altaris’ management. An additional £50 million payment will be contingent on the achievement of certain performance targets in FY23 and FY24 and a further £50 million will be structured as a vendor loan note, which will be deferred until a future exit and will accrue interest at a rate of 8% per annum until this point, compounding quarterly.
The board of JM carefully considered a number of factors in reaching its decision to sell Health. In particular:
- Health operates in different markets from the rest of the Group and the strategic review concluded that it was not core to JM
- Altaris has a strong track record in growing and driving value creation in businesses within the healthcare sector, and specifically within the pharmaceuticals sub-sector. Since the firm’s founding in 2003, Altaris has completed 18 platform investments in businesses that develop, manufacture and transport complex medical products. Through retaining approximately 30% minority interest under the transaction structure, JM expects to realise significant additional future value as the business grows under Altaris’ majority ownership
- JM had planned c.£150 million of capital expenditure in Health over the next three years. A sale of the business will ensure that JM can redeploy this capital into scaling up its more attractive and higher returning growth businesses
The sale is expected to give rise to an accounting loss on disposal/impairment of around £200 million. The transaction is subject to regulatory approvals and is expected to close in mid-2022.
The use of proceeds when received in FY23, will be determined in line with our capital allocation policy and in the context of the strategic review to be carried out by the incoming Chief Executive, which will be communicated with the preliminary results in May 2022.