DGAP-News: Synlab AG
/ Key word(s): IPO
19.04.2021 / 07:30
The issuer is solely responsible for the content of this announcement.
Munich, 19 April 2021. SYNLAB (the “Company”), the largest European clinical laboratory and medical diagnostic services company, has set the price range for its planned initial public offering (the “Offering”) at EUR 18.00 to EUR 23.00 per share. The final offer price will be determined by way of a book building process. The Offering is subject to approval of the prospectus by the German Federal Financial Supervisory Authority (BaFin) and its publication. The period during which investors may submit orders is expected to start later today and to end on 27 April 2021. Trading of the Company’s shares on the Regulated Market (Prime Standard) of the Frankfurt Stock Exchange is expected to begin on 30 April 2021.
“We are very excited about the IPO as a natural next step for SYNLAB and are receiving very positive feedback from the financial community ahead of the upcoming IPO investor roadshow. We are looking forward to deepening the conversations on our successful growth story and the clear opportunity for further growth and value creation ahead of us”, says SYNLAB CEO Mathieu Floreani. “The current COVID-19 pandemic has not only highlighted the importance of medical diagnostic services. It also proved how SYNLAB is generally able to quickly apply both medical and operational leadership based on our position as a European market leader with a unique and growing international footprint.”
Details of the Offering
The Offering comprises up to 22.2 million newly issued ordinary bearer shares from a capital increase as well as 27.5 million ordinary bearer shares from the Pre-IPO shareholders. Cinven, Novo Holdings and Ontario Teachers’ Pension Plan Board (together the “Institutional Shareholders”) can additionally place up to 12.4 million ordinary bearer shares as an upsize option, subject to market demand. The number of shares to be placed with investors will be determined by the Institutional Shareholders in consultation with Goldman Sachs and J.P. Morgan as Joint Global Coordinators on the date of pricing. In addition, the Institutional Shareholders will grant a Greenshoe option over 9.3 million ordinary bearer shares to cover possible over-allotments.
Assuming full exercise of the Greenshoe option and excluding the upsize option, the IPO size will range from EUR 1.03 billion to EUR 1.19 billion, implying a free float range of between 24% and 26% of the outstanding share capital. Assuming full exercise of the upsize option in addition to the Greenshoe option, a total of between 64.5 million ordinary bearer shares (at the upper end of the price range) and 71.5 million ordinary bearer shares (at the lower end of the price range) will be offered, leading to a total IPO size range between EUR 1.29 billion and EUR 1.48 billion, depending on the final issue price, and a free float of up to 32% of the outstanding share capital. Based on the set price range, the total market capitalisation amounts to between EUR 4 billion and EUR 5 billion with a total enterprise value between EUR 5.9 billion and EUR 6.9 billion.
SYNLAB aims to raise gross proceeds of approximately EUR 400 million from the sale of the newly created shares placed in the offering. The Group intends to use the proceeds to repay parts of its outstanding debt obligations, resulting in a further reduction of leverage.
At customary terms and conditions, the Company and the major shareholders, which include the Institutional Shareholders and SYNLAB founder Dr. Bartl Wimmer, have agreed to lock-up periods of 180 days after the Company’s first day of trading. The management board has agreed to a staggered lock-up period of between one and three years.
For the purpose of the planned IPO, SYNLAB AG was created as the new ultimate holding company of SYNLAB Group. Prior to the listing of the shares of the company, SYNLAB’s existing shareholders will contribute their shareholding in the current ultimate holding company SYNLAB Ltd. to SYNLAB AG in exchange for shares in SYNLAB AG.
Prof. Dr. David Ebsworth appointed Supervisory Board chair of SYNLAB AG
In the context of the change in legal structure to a German stock corporation (AG), the Company also established a Supervisory Board. It is chaired by Prof. Dr. David Ebsworth. Prof. Ebsworth has over 40 years of experience in the healthcare industry. He previously served as CEO of Galenica AG, Vifor Pharma AG and global head of the Pharmaceutical Division of Bayer AG. Prof. Ebsworth has chaired numerous private and public healthcare companies and also served on boards as either chairman of the audit, remuneration or nominations and governance committees. Marc Welters, trade union officer of IG Bergbau, Chemie, Energie (IG BCE), is the designated deputy chair of the Supervisory Board.
“SYNLAB is a company with compelling fundamentals and a strong management team which is diligently implementing a proven growth strategy based on medical and operational leadership. As the newly appointed chairman of the Supervisory Board, I am committed to support the company with my experience as we transition to become a listed company”, says Prof. Dr. David Ebsworth.
The new Supervisory Board will consist of twelve members with six shareholder and six employee representatives. The designated shareholder representatives besides Prof. David Ebsworth are Barbara Lambert, supervisory board member of Deutsche Börse and Banque Pictet & Cie SA; Dr. Bartl Wimmer, founder of SYNLAB; Peter Catterall, Partner at Cinven; Anastasya Molodykh, Principal at Cinven; and Christian Salling, Senior Partner at Novo Holdings A/S. Alongside Marc Welters, Karin Bierstedt, Dr. Stefan Graf, Dr. Ute Hasholzner and Rene Schmidt-Ferroud from SYNLAB are the designated employee representatives. They will be complemented by Iris Schopper from IG BCE.
Goldman Sachs and J.P. Morgan are acting as Joint Global Coordinators and Joint Bookrunners. BofA Securities, Deutsche Bank, Barclays, BNP PARIBAS, HSBC, Jefferies and UniCredit Bank AG have been mandated as Joint Bookrunners. Crédit Agricole CIB and Natixis are acting as Co-Lead Managers. Lilja & Co. is the independent advisor to the shareholders and SYNLAB.
About SYNLAB Group
For more information:
This release is not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. It does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “Securities Act”). The shares may not be offered or sold in the United States, except pursuant to an exemption from the registration requirements of the Securities Act. There will be no public offer of shares of SYNLAB AG (the “Company”) in the United States.
This release constitutes neither an offer to sell nor a solicitation to buy shares of the Company. A public offer in Germany will be made solely on the basis of a securities prospectus which is yet to be published. An investment decision regarding shares of the Company should only be made on the basis of such securities prospectus. The securities prospectus will be published promptly upon approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin)) and will be available free of charge on the IPO website of SYNLAB AG (https://ag.synlab.com).
In any EEA Member State, other than Germany, this communication is only addressed to and is only directed at “qualified investors” in that Member State within the meaning of Article 2(e) of Regulation (EU) 2017/1129.
This release may in the United Kingdom only be distributed to, and is only directed at, persons who are “qualified investors” within the meaning of Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, and who are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as “Relevant Persons”). This release is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity in shares of the Company is available only to Relevant Persons and will be engaged in only with Relevant Persons.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the shares have been subject to a product approval process, which has determined that such shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, distributors should note that: the price of the shares may decline and investors could lose all or part of their investment; the shares offer no guaranteed income and no capital protection; and an investment in the shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Offering.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the shares.
Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.
In connection with the placement of the shares in the Company, Goldman Sachs Bank Europe SE, acting for the account of the underwriters, will act as stabilization manager (the “Stabilization Manager”) and may, as Stabilization Manager, make overallotments and take stabilization measures in accordance with Article 5(4) and (5) of the Regulation (EU) No 596/2014 of the European Parliament and of the Council of April 16, 2014 on market abuse in conjunction with Articles 5 through 8 of Commission Delegated Regulation (EU) 2016/1052) of March 8, 2016. Stabilization measures aim at supporting the market price of the shares of the Company during the stabilization period, such period starting on the date the Company’s shares commence trading on the regulated market (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), expected to be 30 April 2021, end ending no later than 30 calendar days thereafter (the “Stabilization Period”). Stabilization transactions may result in a market price that is higher than would otherwise prevail. The Stabilization Manager is, however, under no obligation to take any stabilization measures. Therefore, stabilization may not necessarily occur, and it may cease at any time. Stabilization measures may be undertaken at the following trading venues: Frankfurt Stock Exchange, Xetra, BATS Europe, Berlin Stock Exchange, Chi-X Exchange, Dusseldorf Stock Exchange, Equiduct MTF, Eurocac Stock Exchange, Hamburg Stock Exchange, Hanover Stock Exchange, IBIS, Munich Stock Exchange, Stuttgart Stock Exchange, Turquoise MTF, VirtX Exchange.
In connection with such stabilization measures, investors may be allocated additional shares of the Company of up to 15% of the new shares and existing shares sold in the offering (the “Over-Allotment Shares”). The selling shareholders have granted the Stabilization Manager, acting for the account of the underwriters, an option to acquire up to 9,322,916 shares of the Company at the offer price, less agreed commissions (the “Greenshoe Option”). To the extent Over-Allotment Shares were allocated to investors in the offering, the Stabilization Manager, acting for the account of the underwriters, is entitled to exercise this option during the Stabilization Period, even if such exercise follows any sale of shares by the Stabilization Manager which the Stabilization Manager had previously acquired as part of stabilization measures (so-called refreshing the shoe).
This release contains forward-looking statements. These statements are based on the current views, expectations, assumptions and information of the management of the Company. Forward-looking statements should not be construed as a promise of future results and developments and involve known and unknown risks and uncertainties. Various factors could cause actual future results, performance or events to differ materially from those described in these statements, and neither the Company nor any other person accepts any responsibility for the accuracy of the opinions expressed in this release or the underlying assumptions. The Company does not assume any obligations to update any forward-looking statements. Moreover, it should be noted that all forward looking statements only speak as of the date of this release and that neither the Company nor Goldman Sachs Bank Europe SE, J.P. Morgan AG, Barclays Bank Ireland PLC, BNP PARIBAS, BofA Securities Europe SA, Deutsche Bank Aktiengesellschaft, HSBC Trinkaus & Burkhardt AG, Jefferies, UniCredit Bank AG, Crédit Agricole Corporate and Investment Bank and Natixis (together, the “Underwriters”) or their respective affiliates as defined under Rule 501(b) of Regulation D under the Securities Act (“affiliates”) assume any obligation, except as required by law, to update any forward looking statement or to conform any such statement to actual events or developments.
Each of the Company and the Underwriters and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this release, whether as a result of new information, future developments or otherwise.
Certain sources of market data included in this release were prepared before the renewed outbreak of the COVID-19 pandemic and have not been updated for the potential effects of the ensuing developments. The Company and the Underwriters are not able to determine whether the third parties who have prepared such sources will revise their estimates and projections due to the potential further impact of COVID-19 on future market developments.
The Underwriters are acting exclusively for the Company and the selling shareholders and no-one else in connection with the planned offering of shares of the Company (the “Offering”). They will not regard any other person as their respective clients in relation to the Offering and will not be responsible to anyone other than the Company and the selling shareholders for providing the protections afforded to its clients, nor for providing advice in relation to the Offering, the contents of this announcement or any transaction, arrangement or other matter referred to herein.
In connection with the Offering, the Underwriters and their respective affiliates may take up a portion of the shares offered in the Offering as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Offering or otherwise. Accordingly, references in the international offering memorandum, once published, to the shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Underwriters and their respective affiliates acting in such capacity. In addition, the Underwriters and their respective affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which the Underwriters and their respective affiliates may from time to time acquire, hold or dispose of shares of the Company. The Underwriters do not intend to disclose the extent of any such investment or transactions, other than in accordance with any legal or regulatory obligations to do so.
None of the Underwriters or any of their respective affiliates or any of their or any of their affiliates’ respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this release (or whether any information has been omitted from the release) or any other information relating to the Company or its subsidiaries, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this release or its contents or otherwise arising in connection therewith.
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