Vemedia recently acquired Sanofi's Oenobiol vitamins, minerals and supplements (VMS) brand
Netherlands-based Vemedia Consumer Health is set to be acquired for EUR375 million (US$416 million) by Alpha Topco – which is majority-owned by private-equity firm Charterhouse Capital Partners – and Vemedia's management. Following completion of the deal, Vemedia will work closely with French OTC company Laboratoire Cooper, which was recently acquired by Charterhouse.
Cooper will be responsible for the French market, while Vemedia will be responsible for markets outside France.
Yvan Vindevogel – chairman of Vemedia and chief executive officer of Belgium's Damier Group, which is investing a "substantial amount" in Alpha Topco as part of the deal – tells OTCToolbox that Vemedia and Cooper will have combined annual sales of around EUR400 million. Combined Earnings Before Interest, Taxes, Depreciation and Amortisation (EBITDA) after synergies will be around EUR100 million, he adds.
The combined business will be a strong consumer healthcare player in France and the Netherlands, says Vindevogel, and will also have a significant presence in a number of other countries including Belgium, Italy and Spain.
Keen for further acquisitions
Francis Doblin, chief executive officer of Cooper, says there is "a good cultural and commercial fit between Cooper and Vemedia". "The two businesses are highly complementary, with Cooper having a strong footprint in France, and Vemedia across the Netherlands, Belgium, France, Italy, Spain, Portugal and Hong Kong," adds Doblin. "Together we will leverage our strong market position to pursue industry consolidation opportunities."
Vindevogel tells OTCToolbox that the combined business will be keen to expand in Europe through acquisitions. Germany and the UK are of particular interest, he says, but opportunities in these two countries are "scarce". Acquisitions in Belgium, Italy and Spain are also high on the agenda.
He says the combined business has the funding to consider deals approaching EUR1 billion.
According to Vindevogel, UK-based Charterhouse is the "right partner" to further execute the company's expansion plans through "internal, geographical and external growth".
Vemedia has struck a series of OTC deals in recent years, including the purchase in early 2016 of Italy's Stardea for an undisclosed sum and Sanofi's Oenobiol vitamins, minerals and supplements (VMS) business for an undisclosed sum. The latter was Vemedia's biggest deal to date (read more about Vemedia's deals on the OTCToolbox Deals Database by clicking here).
The vast majority of Oenobiol's sales are generated in France, where Vindevogel says Cooper's strength in the consumer healthcare market will make an important contribution to developing the brand.
Vemedia recorded sales of more than EUR125 million in 2015 from its portfolio of products led by Valdispert calming and sleeping aids, Excilor medicated footcare products, and Roter Cystiberry for urinary tract infections. It does not disclose its EBITDA.
The company has subsidiaries in Belgium, France, Italy, the Netherlands, Portugal, Spain and Hong Kong.
Meanwhile, Cooper recorded sales up by 3.3% to EUR216 million in 2015. Its key brands in France include the treatment for perspiration Etiaxil, the anti-mosquito product Insect Ecran, and the anti-lice product Pouxit.
Terms of the agreement
Under the terms of the agreement, Vemedia Consumer Health will be acquired by Alpha Topco, which is controlled by funds managed by Charterhouse and Dauphine Investissements.
Alpha Topco is acquiring Vemedia from the majority shareholder, private-equity firm IK Investment Partners, and the minority shareholders, Damier and Vemedia's management.
Damier will invest a "substantial amount" in Alpha Topco, says Vindevogel, noting that it will be a "minority" stakeholder with a "significant" interest. He adds that Damier, along with Vemedia's management, will also be "minority" stakeholders in Dutch Newco, the vehicle set up to acquire Vemedia.
Vindevogel says he will have a seat on the board of Alpha Topco and will be chairman of a strategic committee responsible for mergers and acquisitions, business development and product development.
Furthermore, Vindevogel will remain executive chairman of Vemedia.
Damier divesting Vision Healthcare
In a separate deal, Vemedia is acquiring Damier's Vision Healthcare business for an undisclosed sum.
Damier says Vision Healthcare has annual sales of more than EUR10 million in the Netherlands. It has five brands including Vision, which Damier describes as the number three in suncare in the Netherlands.
Vision Healthcare was created following Damier's acquisition of Takeda's consumer healthcare brands in the Netherlands in 2014 for an undisclosed sum.
Rob Drenth, Vemedia's chief executive officer, said Vemedia could "further build the brands and even strengthen their market positions".
Damier will retain Flinndal, the e-commerce VMS business based in the Netherlands that was purchased in 2015 for an undisclosed sum.
Vindevogel says Damier is keen acquire more e-commerce brands in the consumer healthcare field. He tells OTCToolbox that Damier is currently looking at an acquisition target in Germany.
Read about deal activity in the global consumer healthcare market in the OTC Deal Trends 2016 Briefing from OTCToolbox. Click here to find out more.