The company has acquired all the shares of Trimb Holding AB from Avista Capital Partners and other shareholders for MSEK 3,400.
The transaction is expected to contribute positively to Karo Pharma’s market position and create a strong platform for Karo Pharma’s continued growth. The combined company had annual sales of approximately MSEK 2,640 for 2018.
“Trimb is a distinguished company within over-the-counter pharmaceuticals and consumer healthcare products. Over the past years, the company has successfully built a Nordic business and a growing presence in Northern Europe. Trimb complements Karo Pharma well, both in terms of geographical presence, distribution channels and product offering. I look forward to continuing this journey in a combined company,” comments Christoffer Lorenzen who is taking over as Karo Pharma’s new CEO as per 1 July 2019.
Magnus Nylén, CEO of Trimb, continues to comment: “Trimb has become a leading consumer healthcare company in Northern Europe and we are proud of the growth we have achieved since our founding. We have had a strong partnership with Avista, as they shared and supported our vision to become a leading consumer healthcare company. We look forward to continuing our successful growth journey in partnership with Karo Pharma.”
Founded in 2012, Trimb is a leading consumer healthcare company based in Stockholm with approximately 90 employees. Trimb owns licenses to, markets and sells a large number of over-the-counter pharmaceuticals and consumer healthcare products. Trimb has a portfolio of leading brands focused on skin care, foot care, oral care and intimate health categories. Over the last five years, Trimb has completed several strategic acquisitions and executed a number of organic growth initiatives.
Taking these acquisitions and initiatives into account, and adding back certain one-off costs, Karo Pharma estimates that Trimb generated adjusted sales and adjusted EBITDA of approximately MSEK 930 and MSEK 150, respectively, for 2018. Approximately 65 per cent of Trimb’s adjusted sales in 2018 were derived from the Nordic market and the company has a growing presence in Europe.
About the transaction
The acquisition will be financed through new credit facilities and a bridge loan facility provided by SEB and Swedbank.
The intention is to, post-closing of the Transaction, repay the bridge loan facility with proceeds from a new share issue with pre-emptive rights for Karo Pharma’s shareholders of approximately MSEK 1,500 (the “Rights Issue”). The Board of Directors of Karo Pharma intends to propose that the Company’s shareholders, during an extraordinary general meeting, authorises the Board of Directors to resolve on the Rights Issue.
The transaction is subject to customary competition authority approvals being received. The Rights Issue, the terms of which will be announced at a later stage, is expected to be executed during the second half of 2019 provided that these competition authority approvals are received.
Karo Pharma’s largest shareholder, Karo Intressenter AB, holding shares representing approximately 67 per cent of the outstanding shares and votes in Karo Pharma, has expressed its support of the Transaction and has undertaken to vote for the Board’s proposals at the extraordinary general meeting. Karo Intressenter will also subscribe for its pro-rata share of the Rights Issue and guarantee the remaining part of the Rights Issue.
Karo Pharma estimates that the Transaction brings synergy potential for the Company in the form of both sales and cost synergies. The Company has an ambition to achieve annual synergies of MSEK 50 in 2021 when fully realised. Achieving these synergies implies estimated integration costs of approximately MSEK 30–40 in total which will be taken during the period 2019 and 2020. The Transaction is expected to have a positive effect on Karo Pharma’s adjusted earnings per share in 2020 when beginning to realize the synergies.
Photo of Christoffer Lorenzen, CEO Karo Pharma