CIR and F2i: agreement to purchase 46.7% of KOS from Ardian

F2i will hold 37.3% of the company, CIR’s interest will rise from 51.3% to 62.7%

International financial investors are expected to enter F2i Health Management (FHM), the investment vehicle set up for this purpose by F2i

Milan, March 16 2016CIR-Compagnie Industriali Riunite S.p.A. and F2i have reached an agreement with Ardian to buy from the latter for € 292 million 46.7% of KOS, the company of the CIR group that is one of the main operators in Italy in the healthcare and residential care-home sector.

In detail, on completion of the deal, F2i Health Management, a company controlled by the F2i Second Fund, will acquire from Ardian a shareholding interest in KOS for € 240 million, while CIR will buy the remaining part for € 52 million. At the same time, CIR will also acquire the remaining interests from management and other minority shareholders for € 33 million. CIR’s interest in the capital of KOS will thus rise from the current 51.3% to 62.7% for a total investment of € 85 million while F2i will hold 37.3%.

It is expected that additional international financial operators may take part in the deal by entering F2i Health Management with a minority interest. In this case the overall financial commitment of F2i could be reduced to € 180 million. Based on the agreement, on completion of the deal CIR and F2i have undertaken to sign a shareholder agreement that will mainly regulate, in terms of governance, the right of F2i to appoint three board members out of eight, including the chairman. There will also be a qualified majority vote on matters of particular importance and F2i will contribute to decisions relating to management.

Ardian, independent investment company, entered into the ownership of KOS in 2010, actively collaborated  with CIR during these years, contributing to the development of the company’s business. In these 5 years, Ardian supported the growth of KOS with important resources intended both for the completion of new residences for Senior Citizens and for the acquisition of existing facilities.

F2i is entering a business that is a market leader, both in terms of size and of quality of service provided, and which has significant prospects for growth through consolidation in a sector that is extremely fragmented. Growth and the constant improvement of efficiency and quality are the characteristics typical of the companies that F2i focuses its attention on.

CIR, in this new phase of development, will be able to count on the support of a qualified industrial investor in the medium-long term such as F2i. The management of KOS has undertaken to reinvest part of the proceeds of this deal in the company.

Once the approval of the Italian Competition and Markets Authority has been obtained, the closing of the deal is expected to take place by the end of May.

KOS, a company founded by CIR in 2002, is one the main operators at national level in the healthcare and residential care-home sector with approximately 80 facilities, approximately 7,300 beds and over 5,000 employees in Italy. The company, which operates in the sectors of residential care homes, rehabilitation and cancer treatment units, diagnostics and the management of hospital facilities, is also active in the United Kingdom and India.

Over the years KOS has followed a path of growth through acquisitions and the launch of new facilities, with particular attention paid to continually improving the quality of the services offered to its patients. In 2015 in particular, the company acquired four new nursing homes for the elderly in Lombardy, with a total of over 700 beds, and it started managing a new nursing home for the elderly in Turin and a psychiatric rehabilitation unit in the Marche region. In 2015 KOS posted revenues of approximately € 440 million, with a compound annual growth rate (CAGR) of 6.2% since 2010, EBITDA of € 73 million (€ 42.1 million in 2010), and net income of approximately € 20 million (€ 4 million in 2010).

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