Sanitas AB
In 2003 Invalda related company (since 2004 - Invalda directly) invested in Sanitas, a small Lithuanian manufacturer of generic medicines. Subject to restructuring of management, good manufacturing practice (GMP) certificate and the acquisition of companies in Slovakia and Poland, Sanitas has grown about 10 times and has become a significant player in the Central and Eastern European market. In August 2011 Sanitas was acquired by a Canadian pharmaceutical giant Valeant Pharmaceuticals Internationa. Sanitas' enterprise value was estimated EUR 365 million in this transaction. The sale of Sanitas - the largest in the Baltics in 2011 and one of the most successful of all time transactions of Invalda.
In March 2003 the Invalda Group, in cooperation with its partner Baltijos Finansu Vystymo Grupe (present Baltvesta), in equal shares acquired 72 % of shares of the largest Lithuanian pharmaceuticals manufacturer Sanitas for EUR 4.7 million. Further the block of shares was gradually increased and investors of Sanitas were able to redeem the major part of their investment.
Having restructured its corporate management and obtained the GMP certificate, Sanitas was further expanding its activities both organically, as well as by means of acquisitions.
In May 2004 Sanitas acquired a shareholding of another Lithuanian manufacturer of pharmaceuticals Endokrininiai Preparatai. In spring 2005 the project for the construction of a new modern medicines manufacturing plant was commenced on the site of this company. The project was completed in 2008.
In July 2005 Sanitas acquired from Sanofi-Aventis a manufacturer of generic medicines Hoechst-Biotika established in a little town Martin, in Slovakia. The pharmaceuticals plant operating at the foot of the Tatra Mountains was incorporated in 1992 and operated the most state-of-the-art equipment. The production capacities were designed to manufacture over 80 million ampoules, 500 million pills and about 122 tons of ointments; therefore the plant was also able to provide the manufacturing services on contractual basis. The acquisition of Hoechst-Biotika for EUR 12.7 million was the first ever foreign acquisition by Sanitas.
In 2006 Sanitas acquired from the State of Poland and private investors the Polish generic medicine manufacturer Jelfa for EUR 161 million, and managed 100 % of the company's authorised capital. In relation to the acquisition of Jelfa, and with a view to attracting additional funding resources, Sanitas initiated a new issue of shares. The newly issued shares were acquired by Invalda - the key shareholder of Sanitas in cooperation with several other natural persons; as a result of this transactions some globally known investment funds, such as Amber Trust II and Citigroup Venture Capital International, became shareholders of Sanitas. The Sanitas Group's product portfolio was supplemented by more than 100 new products. The major part of Jelfa's output was marketed in Poland, the other part in Russia, Ukraine, Baltic States, the Czech Republic, Hungary and Slovakia.
On 23 December 2008 through its subsidiary Jelfa, Sanitas acquired a 100 % holding of Homeofarm - a manufacturer of pharmaceutical ointments operating in Gdansk, Poland. The value of the transaction was EUR 2.7 million.
In July 2010 Sanitas completed the transaction for the sale of HBM Pharma (previous name - Hoechst-Biotika) engaged in contractual manufacturing activities. The total value of the transaction - EUR 13.2 million. After the transaction Sanitas Group focused on the sale of own products.
At the time of Invalda's investment in 2003 Sanitas' sales were about EUR 8.9 million. After acquisition of companies and organic growth the sales increased till about EUR 98.3 million in 2010.
Invalda and other Sanitas shareholders, all together controlling 87.2 % shares, on 23 May 2011 have signed a definitive share sale and purchase agreement for the sale of their entire shareholding in Sanitas to Valeant Pharmaceuticals International, Inc. ("Valeant"). Pursuant to the agreement, Invalda has sold 26.5 % shareholdings in Sanitas, in exchange of EUR 83 million, or EUR 10.06 per share.
Taking into account share price adjustment mechanism set out in the agreement signed on 24 October 2008 (regarding sale of 20.3 % of the share capital of Sanitas) total proceedings of Invalda from Sanitas shares amounts to EUR 91.4 million.
The prelimlnary net gain in the standalone financial statements of Invalda is approximately EUR 59.3 million and consolidated financial statements - EUR 53.8 million.
Other major financial investors also gained from the transaction, mlnority shareholders received a possibility to sell their shares for an attractive price, Sanitas management which was motivated by stock options program received remuneration for the achieved results.