Milan, September 7 2020 – KOS and Inframedica S.àr.l., a
company directly and wholly controlled by DWS Alternatives Global Limited, the
investment manager delegated to manage the Pan European Infrastructure III
Fund, SCSp (“DWS”) have signed a binding agreement for the transfer from
KOS to DWS of 100% of the shares of Medipass S.r.l. (“Medipass”). Before
the sale is completed, KOS will buy back from Medipass the Indian subsidiaries
(Clearmedi Healthcare Private LTD, Clearview Healthcare Private LTD).
The enterprise value agreed upon is € 169.2 million
and the equity value can be estimated at approximately € 103 million, net of
the price that KOS will pay for the acquisition of the businesses in India. The
total amount that will be paid on completion by DWS to KOS will be subject to
adjustments linked to the actual financial position of Medipass as of September
30.
Completion of the deal is subject to the issue by the
competent authorities of the necessary authorizations and to certain third party
waivers, including those related to KOS’ loan agreements. Because of the time
required for the authorization processes, the deal is expected to complete by
the end of 2020.
The transaction will generate a net capital gain for
KOS of approximately € 50 million and will reduce its debt by around € 160
million, compared to total debt (before IFRS 16) of € 356.2 million at June 30
2020.
Medipass is a leading provider of Cancer Care and
Advanced Diagnostic Imaging services in Italy and the UK. Acquired by KOS in
2006, Medipass has become one of the key players in providing private and
public healthcare facilities with turnkey solutions for the management of
diagnostics and cancer care departments, managing standard technologies (e.g.
CT, RX, ultrasound imaging), advanced technologies such as Nuclear Medicine
(PET-CT) for diagnostics activities, and Radiotherapy departments for cancer
care. Medipass serves over 20 healthcare facilities (hospitals and clinics) in
Italy and the UK and it is uniquely positioned to meet the growing demand in
the sector for investments to renew and expand the existing stock of equipment
providing life-saving services.
The agreement reached for the sale shows that Medipass
has created significant value since it was acquired by KOS.
The deal will enable KOS to significantly increase the
allocation of resources to the growth of its core businesses (managing care
homes, hospitals and rehabilitation facilities both in Italy and abroad, particularly
in Germany, where it already has a significant presence).
Lastly, regarding the activities in India, where today
Medipass is one of the leading providers of technological services for
healthcare, with revenues of € 20.7 million in 2019, KOS will evaluate
available options to realise its value.
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DWS Infrastructure is a leading infrastructure investor and it is part
of DWS Group & GmbH Co KGaA, an independent listed asset manager (ETR:
DWS), with a presence in c. 40 countries and approximately EUR 745 billion of
assets under management (as of June 2020). DWS Infrastructure is one of the
largest European infrastructure investors and has approximately EUR 20.8
billion of assets under management as of December 2019. DWS Infrastructure
seeks to create and add value to its funds’ investments through active asset
management as well as through its network, experience and funding to achieve
the company’s growth potential.
Hamish Mackenzie, Global Head of Infrastructure at DWS said:
“We are delighted to invest in Medipass and to partner
with its impressive management team in this next phase of its journey. Medipass
has been one of the pioneers in the Cancer Care sector, offering outsourcing
services in diagnostics and cancer care since the 1990s, with a consistent track
record of providing patients with the highest quality of care using cutting
edge technology.
Medipass represents our third investment in Italy and
the second investment for our fund, PEIF III, which is supported by a large
component of Italian pension funds and insurance companies, and invests in
infrastructure companies providing essential services across Europe.
KOS has done an excellent job in growing the company
over the past years. Together with the management team, we will look to
leverage Medipass’ expertise, our resources and our experience as
infrastructure investors, to further expand the Company’s presence in
healthcare centers across Europe to enable them to enhance their technology
parks and services for the benefit of their patients.”
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KOS
is a leading Italian healthcare group operating in long term care, including
nursing homes, rehabilitation and psychiatry, as well as acute care. In these
sectors of activity the KOS Group manages 90 facilities in Italy, with almost
8,700 beds, and 47 in Germany, with some 4,000 beds. It has just under 13,700
collaborators, of whom around 8,900 are in Italy (7,400 employees) and some
3,800 are in Germany. KOS’s revenues for 2019 totalled € 595 million, of which
approximately 10% came from the Medipass companies being sold to DWS. KOS is
owned for 59.5% by CIR and for 40.5% by F2i Healthcare, which in its turn is
controlled by F2i, the largest infrastructure fund in Italy with more than 5
billion assets under management.
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