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M&A Report: The European Life Sciences Industry 2017

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Page 1: M&A Report: The European Life Sciences Industry 2017 · In-Vitro Diagnostics Regulation (IVDR) Similar to the MDR, IVDR regulation entails a new risk-based classification system for

M&A Report: The European Life Sciences Industry 2017

Page 2: M&A Report: The European Life Sciences Industry 2017 · In-Vitro Diagnostics Regulation (IVDR) Similar to the MDR, IVDR regulation entails a new risk-based classification system for

| M&A Report: The European Life Sciences Industry 2017 | 2

All rights reserved: No part of this publication may be reproduced transmitted in any form by any means, electronically, mechanically, by photocopying, recording or otherwise, without a prior permissionby us. Please note that the findings, conclusions and recommendations delivered are based on information gathered in good faith from both primary and secondary sources, believed to be reliable, butwhich have not been independently verified. We give no guarantee, representation or warranty and accept no responsibility or liability as to the accuracy or completeness of the report. The opinionscontained within the report are based upon publicly available information at the time of publication.

Globalscope Contributors

Éva VargaSenior AssociateMob. +36 70 598 [email protected]

Bertalan JászkutiCo-Owner and Managing DirectorTel.: +36 (1) 882 [email protected]

Lorenzo ValentinoCEOTel.: +39-02-727 307 [email protected]

Cristina BertoliniDirectorTel +39-02-727 307 [email protected]

Felix StamerProject ManagerTel.: +49 (30) 809 [email protected]

Caspar Graf StauffenbergManaging PartnerTel.: +49 (89) 255 [email protected]

Dr. Thomas VettigerManaging PartnerTel.: +41 (43) 255 14 [email protected]

Christian Gätzi, CFASenior AdvisorTel. +41 (43) 255 14 [email protected]

Anders BoPartnerTel.: +45 4199 [email protected]

Mikkel Holck PetersenAnalystTel. +45 25 36 13 13 [email protected]

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Agenda

Study design & definitions1 4

Underlying trends2 7

M&A overview3 15

Regional focus4 21

Valuation5 27

Appendix - Medtech6 32

Appendix - Pharma7 36

Appendix - Providers8 40

About Globalscope Network9 44

Page 4: M&A Report: The European Life Sciences Industry 2017 · In-Vitro Diagnostics Regulation (IVDR) Similar to the MDR, IVDR regulation entails a new risk-based classification system for

Study design & definitions

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STUDY DESIGN

Structure & methodology

We did not

Transactions with targets located outside of

Europe (e.g. USA) are not included in the

charts, tables or deal multiples

Excluded:

fundraisings, IPOs

or stakes < 5%

Not considered are announced deals

that are not closed by December 31st

What we did

Only transaction targets

located in Europe are

considered

Only closed (no pending

or announced) deals are

considered

Definition of Europe: Albania, Andorra, Austria, Belarus, Belgium, Bosnia and

Herzegovina, British Virgin Islands, Bulgaria, Channel Islands, Croatia, Cyprus,

Czech Republic, Denmark, Estonia, Finland, France, Germany, Gibraltar, Greece,

Greenland, Hungary, Iceland, Ireland, Italy, Kazakhstan, Latvia, Liechtenstein,

Lithuania, Luxembourg, Macedonia, Malta, Moldova, Monaco, Montenegro,

Netherlands, Norway, Poland, Portugal, Romania, Russia, San Marino, Serbia,

Slovakia, Slovenia, Spain, Sweden, Switzerland, Turkey, Ukraine, UK

Sources used are S&P Capital IQ (as of February 7th, 2018), Mergermarket,

as well as Globalscope’s market knowledge

We analyzed closed

M&A acquisitions in

Europe

We show the

aggregated deal value

of disclosed

transactions

EV/Sales and EV/EBITDA

multiples are shown as

median

Both majority and

minority M&A deals

have been analyzed

We updated the figures of the

previous year due to late

closing announcements

Changes Excluding deals with stakes of less than 5% partly reduced the number of deals shown for previous year.

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PPCLPrivate Pay, Consumer,

Lifestyle

Diagnostics/Analytics

Services

Digital Health

Drugs

Diagnostics/analytics

Supporting services

Digital Health

Vet

Qualified supply

industry

LIFE SCIENCES SEGMENTS

We defined 3 segments, 18 sub-segments and 6 cross-overs

I. Medtech II. Pharma III. Providers

▪ Conventional Medtech

Cardiology, dental, disposables, handheld devices, lab & hospital equipment, ophthalmology, orthopedics, pulmonology, surgery, wound care, other products

▪ Biotech

▪ Generics

▪ OTC

▪ Patented drugs

▪ Drug-device combinations

▪ etc.

▪ Emergency services

▪ Homecare

▪ Hospitals/private practitioners

▪ Insurances

▪ Pharmacies, drugstores

▪ Rehabilitation

▪ etc.

▪ Diagnostic devices & Imaging

CT, endo, ultrasound, radio

▪ Intelligent implants

Navigation, OR planning

▪ Vet medtech

▪ Medtech consulting

Regulatory affairs

I.2

I.3

I.4

I.5

▪ Lab Diagnostics

Lab on a chip, point of care diagnostic

▪ Big Data

Personalized medicine

▪ Vet Pharma

▪ Pharma consulting

CROs, R&D services

▪ Diagnostic services

Radiologists, medical labs

▪ Software providers

Patient mgmt, HIS, PACS, ERP

▪ Vet providers

Vet hospitals

▪ Healthcare services

Consulting, bio databases,education, logistics, wholesale

III.

2II

I.3

III.

4II

I.5

III.

1

I.1

II.2

II.3

II.4

II.5

II.1

▪ Medtech supply

Electronics, metals, polymers, automatization, assembly

▪ Industrial supply

Fine chemicals, API, packaging, automatization

I.6

II.6

Cross-overs

▪ Industrial supply

Automatization III.

6

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Underlying trends

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THE EUROPEAN LIFE SCIENCES INDUSTRY – OVERVIEW

Key trends and developments

MDR and IVDR are unfolding their impact1Reshaping of Global Pharma2

Digitalization as an inevitable element 3

Consumer becomes Medical –Medical becomes Consumer

4Innovation happens through M&A

rather than R&D5

Consolidation pressure

6

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LIFE SCIENCES M&A TRENDS

MDR and IVDR are unfolding their impact

▪ Medical Device Regulation (MDR)In May 2017 the European Commission published the MDR, which will apply from 2020 onwards. The MDR entails more stringent regulations for the approval of medical products. Products, including software that have not been classified as a medical product before might now be. This does not only concern new products but products already in the market might be re-classified. Notified bodies have to be re-certified and will be under constant control from Brussels.

▪ In-Vitro Diagnostics Regulation (IVDR)Similar to the MDR, IVDR regulation entails a new risk-based classification system for in-vitro diagnostics, quite similar to the life-cycle approach by the FDA. With numerous more definitions of an IVD, more products fall under the categories that require clinical trials.

Facts Selected deals

Trend: MDR and IVFR will increase compliance costs of medical companies. The higher market entry barrier acts in favor of established oligopolists. Due to strict regulations the number of Notified Bodies (NB) will decrease, which will create a possible bottle-neck of national regulators. MDR and IVDR will lead to consolidation and emergence of contract research organizations and the consolidation of OEM manufacturer.

Target Description Buyer

German drug developer

Pharmalex acquired US based

regulatory consultancy services

Safis.

UK based CRO Chiltern, recently

acquired by CRO Covance,

acquired Japanese CRO IDA.

Luxemburg-based provider of

analytical testing services

acquired various testing service

companies from all over the

world.

US based WaterStreet Healthcare

Partners invested in three

medical device manufacturers

from Germany, US and UK.

Sources: Emergo, Bloomberg

2017

Publication

2020

MDR becomes effective

2022 2024

MDD Certificates IV4 invalid

All MDD Certificates invalid

No product changes possible

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LIFE SCIENCES M&A TRENDS

Reshaping of Global Pharma

▪ Twin pressure on pharma to increase both:

₋ Consumer’s value: delivering drugs at affordable prices to

budget-constrained health systems

₋ Shareholder value: increased returns to investors

▪ Traditional growth model of pharma (both innovative and generic) of the past 20+ years (diversification, „the larger the better”) is increasingly challenged; lack of enough efficiency gain in R&D output and some selected corporate difficulties from integration problems at large mega-players are calling for new models for progress.

▪ Traditional mergers and acquisitions were replaced by more targeted transactions aimed at boosting growth in core businesses or offloading unwanted assets - subsidiaries or product portfolios.

▪ This indicates that companies make acquisitions in areas where they are well-established and positioned but need more pipeline and more market access. Drug makers exchange assets in pursuit of more focused product portfolios, hence they can improve efficiency and increase profit.

Facts Selected deals

Trend: Pharma companies aim to have strategically focused product portfolios that can be obtained by asset swaps. We expect this trend to prevail in the upcoming years. As a result, more efficient and more profitable companies will lead each sub segment.

Exchange Partner Description Exchange Partner

Exchange of Sanofi’s animal health

business ("Merial") and Boehringer

Ingelheim’s consumer healthcare

business.

GlaxoSmithKline traded cancer drugs

for Novartis’s vaccines business.

Drugs firms AstraZeneca and Sanofi

are to exchange 210,000 compounds

from their libraries to help boost

their search for new small-molecule

medicines.

Pfizer to continue to streamline its

global business to core activities;

plans to sell its consumer health

business (approx. USD 15bn in value),

after disposing its infusion systems

business in 2017 to ICU Medical in a

USD 1bn transaction.

Sources: w.ft.com; http://businessworld.in/; www.chemanager-online.com;

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Trend: Telemedicine, predictive diagnostics, wearable sensors and a host of new apps will transform the way people manage their health. Further machine learning based on large sets of data will transform the way we manage health and will drive accurate and personalized healthcare. Hence digitalization will fundamentally change the patient-therapist-insurer relationship,in relation to the 4 P’s in healthcare - prediction, prevention, personalization and participation.

LIFE SCIENCES M&A TRENDS

Digitalization

▪ TelemedicineImproving standard of care for patients in a cost efficient way, providing patients with more care options, as limitations by geographic location are reduced. Some restrictions in relation to diagnosis (i.e. in Germany), hence especially useful in the field of management of chronic diseases and mental health.

▪ Artificial Intelligence and Big DataEnables more efficient diagnostics, help understanding diseases, and to better understand who will benefit from which treatments. Data security and data compliance are key factors.

▪ Wearables, IoT and new delivery systemsMobile devices can perform ECG, DIY blood tests etc. and up-load data to the patients medical records. These details can facilitate better management of diseases, earlier diagnosis and further predict the risk of heart disease or other illnesses, which may be reduced by preventive treatments. Furthermore, automated (“over or under the skin”) devices may increase patient compliance to treatments.

Facts Selected deals

Target Description Buyer

Unilabs SA acquired European

Telemedicine Clinic SL from Kennet

Partners Limited and others in November

2017.

US based Internet Brands (KKR/Sematek)

acquired WebMD, a provider of health

information services through public and

private online portals and publications.

US based McKesson acquired

CoverMyMeds, that has developed a way to

securely and electronically transmit PA

(Prior Authorization) requests – eliminating

the need for hand-written, faxed forms and

phone calls.

US based Alphabet (f.k.a. Google) has

acquired Senosis – a small, Seattle-based

startup that has created three health apps

which use the smartphone's built-in sensors

to monitor different health biomarkers.

UK based Medvivo, provider of services

ranging from telemedicine to connecting

people with primary care outside of normal

office hours, has acquired Expert 24.

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LIFE SCIENCES M&A TRENDS

Consolidation pressure

▪ ConsolidationLife Sciences companies are consolidating businesses to strengthen product pipelines and service offerings and resolve financing issues. Consolidations are especially visible amongst service providers. Laboratories are consolidating to compete against bigger labs. As health IT is becoming more relevant with the consumer wanting better services and more transparency, we will see consolidations in this sector too.

▪ Provider business going for consolidationThe market saw a number of consolidations of service providers, especially hospitals, to increase efficiency. Patients want more influence on their own healthcare and become more demanding. Payers are increasing pressure on costs, calling for a pricing reform. The future healthcare system will focus increasingly on paying for the value rather than the volume of medical care. The medical industry will become a more consumer-facing industry.

Facts Selected deals

Trend: More and more companies are looking for consolidation possibilities, especially in the provider businesses, to reduce their costs. Companies in the Life Sciences sector are trying to transform their business and operating models against rising cost pressure.

Sources: PWC, Deloitte, EY

Target Description Buyer

PE-backed and in France based

orthopedic manufacturer Marle

acquired Swiss based contract

manufacturer SMB Medical.

German Fresenius acquired the

biosimilar business from Merck.

French Essilor, ophthalmic company

acquired Italy-based eyewear

producer Luxottica.

Swiss pharma corporate Roche

acquired US based oncology biotech

company Ignyta.

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LIFE SCIENCES M&A TRENDS

Innovation happens through M&A rather than R&D

▪ Rising R&D costsSoaring R&D costs, increasing pricing pressures, growing market share for generic pharmaceuticals and biosimilars, and heightened scrutiny by regulators are having a dampening effect on clinical innovation.

▪ Cost pressureMany Life Sciences companies are looking at how they can transform their current business and operating models to counter rising cost pressures and pursue excellence across their organizations–not only in R&D and global operations, but also in areas such as finance, sales, and distribution.

▪ GrowthM&A and investments play a significant role in Life Sciences companies’ strategies to gain scale and to add new markets, new drugs, and novel technologies companies will continue to seek bolt-on acquisitions to strengthen areas of certain businesses it deems most prone to growth.

Facts Selected deals

Trend: Pharma and medtech companies are pursuing revenue and market growth by expanding their product portfolios via investments in new areas.

Sources: Healthcare IT News

Target Description Buyer

Johnson & Johnson entered into a

definitive transaction agreement

to acquire Actelion Ltd for EUR

27.5 billion in January 2017.

Japan based pharma company

Astellas acquired Belgium based

clinical stage drug discovery

company OGEDA.

Stryker took over France based

Vexim SA, a company that

provides invasive solutions for

treatment of traumatic spine

pathologies.

Boston Scientific took over

Symetis SA, a medical technology

company, engaging in the

development & manufacturing of

transcatheter aortic valve

implantation (TAVI) devices for

minimally invasive heart valve

replacement.

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LIFE SCIENCES M&A TRENDS

Consumer becomes Medical – Medical becomes Consumer

▪ Medical becomes ConsumerWhile the healthcare sector used to rely only on stakeholders within its own space, like medical device companies, pharma, providers and payers, it is evolving to a patient as consumer focused industry. Patients are also more aware of and want to manage their own healthcare, Providers are adapting their strategies, medical device and pharma companies invest in consumer products.

▪ Consumer becomes MedicalWith the patient becoming a consumer in the healthcare industry, major consumer companies invest in healthcare. Numerous devices evolved which allow the healthcare consumer to master the own health. Wearables track medical data, apps allow patients to manage their health before visiting the doctor, and in the food industry a new product line of nutraceuticals has evolved and therefor enter the pharmaceutical field.

Facts Selected deals

Trend: Patient as consumer leads to medical companies investing in consumer products. The food industry enters pharmaceutical space with nutraceuticals.

Sources: Healthcare IT News

Target Description Buyer

Swiss based Nestle acquired Canada

based manufacturer of science

based products for health and

nutrition for USD 2.3bn.

UK based consumer and health

company Reckitt Beckinser acquired

US based manufacturer of nutrition

Mead Johnson.

Israel based producer of flavors and

ingredients for the food and

beverage industry has acquired

Spain based nutraceutical company

AB Fortis, producer of iron capsules.

Apple acquires Finland-based sleep

tracking company Beddit.

Svenska Cellulosa Aktielolaget

acquired Luxemburg-based BSN

Medical for wound care and

orthopedic products.

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M&A overview

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LIFE SCIENCES M&A TARGETS ACQUIRED IN EUROPE

Number of transactions

384489 501 477

252

245 252196

147

156 143127

896

783

2014 2015 2016 2017

890800

Medtech

Pharma

Providers

800

2015

37%(286)

69%(615)

2014

63%(497)

31%(275)

28%(248)

72%(648)

2016

24%(188)

77%(612)

2017

783

890 896

disclosed

undisclosed

24%

55%

14%

7%

Non-EuropeanEuropean cross-border

Domestic

Undisclosed

CAGR

Region of buyer

▪ In 2017 the Life Science deal activity remained on a high level. The numbers for 2017 will become comparable to the 2016 numbers once all deals are published.

▪ Due to consolidation the acquisition of Providers such as hospitals and nursing homes remains the core segment for M&A. The Medtech deal activity continues to decrease since 2015. Pharma M&A activity is slowing down.

▪ Overall, the split ‘region of buyer’ remains stable.

Number of transactions by segment Disclosed vs. undisclosed

Comments

~850 expected

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Value of transactions

35.339

12.969 16.045 13.494

21.137

41.53923.746

47.659

40.220

5,78244,897

6,920

5,106

2014 2015 20172016

62,259

94,729

68,073

+52%-53%

+52%

Medtech

Pharma

Providers

LIFE SCIENCES M&A TARGETS ACQUIRED IN EUROPE

16.622 12.969 16.045 13.494

9.53829.940 23.746

8.268

5.782

2014

4,699

20162015

5,106

6,920

47,609

2017

31,942

44,897

28,682

+49% -36%

A) As reported B) Excluding deals > EUR 10bn

CAGR

Mega deals > EUR 10bn p.a.

▪ 2017: Pharma: I) JNJ acquired Actelion for EUR 28.0bn; II) Boehringer Ingelheim acquired Sanofi‘s Animal Health Business for EUR 11.4bn

▪ 2016: No deal > EUR 10bn

▪ 2015 Medtech: Covidien acquired by Medtronic for EUR 35.5bn

▪ 2015 Pharma: GSK’s oncology portfolio acquired by Novartis for EUR 11.6bn

▪ 2014 Providers: Alliance Boots acquired by Walgreens for EUR 18.7bn

70

91

65

47

13

48

80 7560

12

5875

63

43

9

51 46 4836

7

€5m < x < €20mx < €5m €20m < x < €100m

€1bn < x€100m < x < €1bn

20172015 20162014

Number of deals per value range Comments

Total value of disclosed transactions in EURm

▪ Chart A) shows the deal values as reported, indicating in which segments mega deals happened.

▪ In chart B) all transaction above EUR 10bn have been excluded. This normalized chart shows a drop of 36% due to the normalizations in the Pharma segment.

▪ The chart “Number of deals per value range” shows a high activity in the small and mid cap segments. More than ¾ of the disclosed deal values (24% in 2017) are less than EUR 100m and more than ½ of the deal values are below EUR 20m.

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42

6

9

3

4

43

31

4

54

Most attractive target countries & intra-European cross-border activities

LIFE SCIENCES M&A TARGETS ACQUIRED IN EUROPE

Arrow indicates direction of cash flow: e.g. 6 UK targets were acquired by French businesses

Buyer region

27109

(60%)

32

Non-EuropeanDomestic

European Unknown

116(82%)

88

23 43(41%)

33

43(72%)

11

6

27(46%)

26

5

59

181

142

105

98

20

24

23

121

37

25

5624

Medtech

Pharma

Providers

313

44

Segment split

9

1535

Target country

3

6

4

6

21

60

▪ As in the previous years, the UK, Germany and France were the most attractive European countries for acquisitions.

▪ Despite the Brexit referendum in June 2016, the number of acquisitions in the UK remained stable.

▪ While the number of deals in Germany decreased by just 4 deals, France became the second most attractive target country. There the number of acquisitions rose significantly from 98 deals in 2016 to 142 in 2017.

▪ The UK and Germany are gateways to Europe indicated by the comparably high share of Non-European investors; 33% and 52%, respectively. In France most transactions were domestically driven – there 16 (11%) of 142 targets were acquired by non-domestic investors.

▪ In most European countries except for e.g. Germany and Italy more than 50% of the deals were closed by domestic acquirers.

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114 inbound deals (vs. 125 in 2016)

LIFE SCIENCES M&A TARGETS ACQUIRED IN EUROPE

4

67

80

5

3

5

2

4

▪ With 80 transactions, US buyers were again by far the most active Non-European investors. The ‘US acquisition power’ can be explained by the fact that the US market is the largest homogenous domestic healthcare market. Being US market leader often means also being global market leader. US companies are able to follow an aggressive M&A strategy based on strong cash flows and a sufficient capital base. The strong US Dollar seems to have accelerated this trend.

▪ In late 2016 Chinese authorities limited so-called “irrational” or “non-genuine” investments. Market uncertainty and a decline in Chinese outbound investments followed. In August 2017 China’s State Council published a set of investment guidelines providing official clarity by classifying overseas investments. Therefore, we expect China outbound deals to pick up in 2018.

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135 outbound deals (vs. 141 in 2016)

SIDE NOTE: LIFE SCIENCES OUTBOUND M&A ACTIVITY

8

2

84

3

6

3

Major deals with European buyers

Segment 2017 Acquisition target Buyer Buyer type Value [EURm]

Pharma Sep Patheon N.V. Thermo Fisher S.à.r.l. Strategic 6,647

Pharma Jul Capsugel Inc. Lonza Group Ltd Strategic 5,289

Provider Sep Parexel International Corporation Pamplona capital Management LLP Financial 4,758

Medtech Feb LifeCell Corporation Allergan plc Strategic 2,795

Medtech Apr Zeltiq Aesthetics Inc. Allergan plc Strategic 2,331

Pharma Apr Merrimack Pharma. , Oncology Assets Ipsen SA Strategic 970

Medtech Oct NeoTract Inc. Teleflex Urology Ltd Strategic 923

5

4

2

▪ In 2017 the largest deals were driven by strategic buyers.

▪ Despite the weak Euro, European buyers were more active than buyers from outside Europe.

3

▪ Quite a number of the ‘European’ buyers are truly US players. The registration e.g. in Ireland is often due to tax reasons. Due to new US tax rulings we expect less such tax driven deals in the future.

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Regional focus

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Target Description BuyersValue (€m)

Actelion is active in the science and medicine of pulmonary arterial hypertension, with over 15 years of experience in this devastating cardiovascular disorder.

27,991

Lifewatch provides healthcare providers with comprehensive remote cardiac monitoring diagnostic services.

251

The “Privatklinik Linde” is a private hospital in Biel, Switzerland offering surgeries as well as cancer treatments and owns a radiology, ocular and mammary center.

99

Xpand Biotechnology BV developsinnovative technologies in the area of cell cultivation (bioreactor) and regenerative medicine (calcium phosphate-based materials).

28

abc dental ag is a dental retailer in Switzerland and was founded in 1998. It covers any needs of dentists regarding products and services and delivers supplies, devices as well as items of furniture.

8

MARKET TRENDS & REGIONAL VIEW

Switzerland

Selected dealsMarket trends

▪ The M&A market in Switzerland had been more active in 2017 than in 2016. The total number of acquisitions with a Swiss target and/or buyer increased from 41 to 52 in 2017.

▪ In 2017, half of the transactions related to the Providers sector. National as well as international investors acquired especially hospitals (Linde, Seeklinik Brunnen) and smaller clinical institutions.

▪ More than 75% of all transactions had been cross-border. This ratio had been even higher in the Pharma and Medtech sectors. Only 2 out of 19 Swiss targets within these sectors where bought by a Swiss investor (Mimedis AG and Genticel SA).

▪ Especially American, French and German investors were active in the Swiss M&A market.

▪ The acquisition of Actelion by Johnson & Johnson was the largest Swiss M&A deal in 2017 and also the largest transaction in the Life Sciences & Healthcare industry in Europe.

▪ The dental retailer abc dental ag as acquired by Japanese CBC Group through its German subsidiary. Globalsope successfully advised the seller of abc dental ag.

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MARKET TRENDS & REGIONAL VIEW

Germany and Austria

Target Description BuyersValue (€m)

EUROIMMUN Medizinische

Labordiagnostika AG develops and

manufactures medical laboratory

reagents for the diagnosis of

autoimmune and infectious diseases

and allergies.

D 1,200

Rigontec GmbH is a

biopharmaceutical company that

develops RNAbased

immunotherapeutics for the

treatment of cancer and viral

diseases.

D US 464

Portfolio of 7 Aged Care Real Estate Assets

Portfolio of 7 Aged Care Real Estate

Assets in and around Graz comprises

senior care facilities.

AT LX 50

Optimed Medizinische Instrumente

GmbH manufactures medical

instruments and products for minimal

invasive therapy. Creamedix GmbH

manufactures medical devices for

biological tests.

E-Med Solutions / Westlake Partners

D D 28

▪ In 2017 the Life Sciences related transactions in Germany and Austria summed up to 112 deals; thereof 105 in Germany and 7 in Austria (all of them in the segment of Providers).

▪ 53% of the transactions were cross boarder with the buyer’s headquarters located in countries outside Germany or Austria, such us USA (18 deals), UK (4 deals) or France (4 deals).

▪ The largest German deal in 2017 was Perkin Elmer’s acquisition of the German developer and manufacturer of medical laboratory reagents Euroimmun from Lübeck.

▪ Optimed and Creamedix were subsidiaries of the Swiss Qmedics and active in the R&D, production and distribution of medical devices for minimally invasive therapy worldwide (e.g. arterial and venous stents). Globalscope advised the buyer E-Med Solutions/Westlake Partners.

Selected dealsMarket trends

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MARKET TRENDS & REGIONAL VIEW

Italy

Selected dealsMarket trends

▪ With approx. 60 M&A transactions completed in 2017, the Life Sciences sector in Italy confirms its attractiveness, both for Italian and foreign investors.

▪ Life Sciences M&A transactions in Italy almost equally involved Italian and foreign investors, among which France, USA and UK were the most active countries of origin.

▪ A large number of deals, approx. 80%, were realized by strategic/industrial investors (including investors backed by private equity).

▪ Approx. 59% of M&A transactions in Italy involved targets operating within the Providers segment, ca. 25% within the Pharma segment and ca. 15% within the Medtech segment.

▪ Continuing the trend already visible in 2016, 2017 transactions confirm a strong interest in dental clinic networks (ProgettoDentale Apollonia (currently OdontoSalute), Doctor Dentist, DentalPro, Dentalcoop) and in healthcare facilities (deals completed by Kos, Gruppo Garofalo, Korian and Equitix, continuing their consolidation strategy).

▪ Private equity houses are showing a growing interest in nutraceutical and CMO companies in order to play a key role in the consolidation of the sector (e.g. Nutrilinea).

Target Description BuyersValue (€m)

DentalPro operates a network of dental health care clinics. The acquisition provides a platform to BC Partners to consolidate and expand internationally.

400

NMS provides clinical development and life-cycle management services.

Hefei SARI V-Capital

Management300

TBS provides integrated services of clinical engineering, ICT and e-health and e-government services which include maintenance of various biomedical equipment and endoscopic devices.

168

NEWCHEM is an independent manufacturer of Active Pharmaceutical Ingredients (APIs):• steroids• progestogens• prostaglandins

110

SOOFT develops supplements, medical devices and drugs for eye care

100

Nutrilinea is a producer of food supplements and medical devices.

70

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MARKET TRENDS & REGIONAL VIEW

The Nordics

Selected dealsMarket trends

Target Description BuyersValue (€m)

Karo Pharma acquired Weifa,

one of the world’s largest

producers of Metformin

hydrochloride and a leading

producer of alkaloid opiates.

136

Fosun Pharma acquired a

majority stake of 80% in

BREAS. Breas have provided

innovative respiratory medical

device products to the global

market for more than 25 years.

Fosun intends to bring the

products to China.

75

CMC Biologics, a provider of

contract process development

and biopharmaceuticals

manufacturing services

worldwide, was acquired by

Asahi Glass Co., Ltd.

Capio AB acquired Viborg

Privathospital, GHP

Privathospital Aarhus and MR

Scanner Aarhus (radiology).

The acquisitions strengthened

Capio’s footprint and

broadened Capio’s healthcare

offering in Denmark.

Undiclosed

▪ The Nordic region has been significantly impacted by activities related to international buyers as they were behind almost 40% of all acquisitions in the region. This is especially the case in Denmark and Sweden, where foreign buyers represent approx. 55% and 40%, respectively.

▪ Sweden is by far the country in the Nordics that participates in the largest number of transactions, as Swedish transactions represented almost 70% of the total number of Nordic transactions. Sweden had more activity stemming from financial buyers than the other Nordic countries.

▪ Personalized medicine is a growing trend in the Nordics and several acquisitions within the testing area in recent years support this development.

▪ In Sweden and Denmark, hospitals/healthcare providers and manufacturers of lab & hospital equipment made up a large proportion of the total amount of deals in 2017.

▪ In Finland and Norway, three types of targets characterized the market in 2017: 1) Healthcare providers/centers 2) Medtech, and 3) Animal healthcare.

▪ 2017 was a record fundraising year for Nordic Life Science companies with a total of almost EUR 2 bn. raised in public and private markets. Throughout 2017, there were 36 Life Science IPO’s in Sweden and only two in the other Nordic markets.

492

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Target Description Buyers CountriesValue (€m)

Nanotherapeutics Bohumil

s.r.o.

Vaccine production enterprise located in Bohumil, Czech Republic.

. 71.9

Acibadem City Clinic with two facilities in Sofia and Varna, provides to patientsworld-class personalized healthcare solutions.

15.0

Valdi Medica

Valdi Medica operates Humanitas Hospital in Cluj-Napoca, in northwestern Romania.

N/A

Anima is one of the largest Romanian private outpatient healthcare services provider that has agreements with the Bucharest Health Insurance Fund (CASMB), covering over 15 specialties.

N/A

Leading private Hungarian institutions offering its patients 45 fields of practice with the help of more than 150 physicians.

N/A

MARKET TRENDS & REGIONAL VIEW

Eastern Europe

▪ CEE remains an attractive region within Europe in terms of LifeSciences investments, driven by increasing purchasing power,strong medical education and an attractive cost base.

▪ Poland leads the regional league table in terms of M&A dealvolumes. In 2017, some of the largest deals were closed in CzechRepublic, as vaccine producer, Nanotherapeutics Bohumil s.r.o.’swere acquired for EUR 71.9m by the world's largest vaccinemanufacturer, Cyrus Poonawalla Group. Also the privatization ofSerbian pharmaceutical company Galenika in the value of EUR40.9m. (EUR 16m in equity value & EUR 25m in assumed debt).

▪ Romanian privately-owned medical services provider, MedLifewas admitted to the Bucharest Stock Exchange (BVB) in the endof 2016. Medlife raised app. lei 230m (EUR 50.8m) for its 44%stake which implies a market capitalization of 522.4m (EUR115.6m).

▪ The Providers sector remains to be highly active as both ReginaMaria and Medlife acquired clinics in the region, as well as BudaiEgészségközpont, one of the largest Hungarian private providerchanged majority ownership.

▪ Life Sciences continues to be a target sector for private equity;the successful exits of PE houses (Mid Europa sold Alpha Medicallaboratory testing company to Unilabs, V4C’s exit of RomanianMedLife through an IPO) further boost the interest of this assetclass in pursuing high-growth, quality businesses in the sector.

Selected dealsMarket trends

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Valuation

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VALUATION

Sector indices and market benchmarks

The chart provides an overview at the healthcare indices performance compared to the overall stock market. As market benchmarkthe MSCI World and the German DAX have been chosen. In 2017, all shown indices outperformed the German DAX. Afterdeveloping sideways over the past few years a strong soar of the OMSCI World/Health Care index as well of the OMSCI EuropeHealth Care Index had been seen in 2017. Considering 2014-2017, the OMSCI Europe/Health Care an S&P Emerging BMI Healthcare Equipment & Services underperformed in comparison to the other indices.

95%

100%

105%

110%

115%

120%

125%

130%

135%

OMSCI World/Health Care

S&P Developed BMI Health Care

Germany DAX Index

OMSCI World Index

OMSCI Europe/Health Care

S&P Emerging BMI Health Care Equipment& Services

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VALUATION

Segment indices

This chart compares the global and European stock performance of indices, consisting of companies from the segments Medtech,Pharma and Providers. During 2017 the OMSCI World/Health Care Providers & Services and the OMSCI World/Health CareEquipment & Supplies indices were facing a strong rally with an increase of more than 30%.

95%

100%

105%

110%

115%

120%

125%

130%

135%

140%

OMSCI World/Health Care Providers &Services

OMSCI World/Health Care Equipment& Supplies

OMSCI Europe/Health Care Providers &Services

OMSCI World/Pharmaceuticals,Biotechnology & Life Sciences

OMSCI Europe/Pharmaceuticals

OMSCI Europe/Health Care Equipment& Supplies

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VALUATION

Transaction multiples in Europe

In the previous years Life Sciences transactions had shown above average valuationlevels. In 2017, this trend remained true for the segments Medtech and Pharma;however, last year the market benchmark outperformed the Providers valuation.

1) Source: Standard & Poors CIQ – all European M&A deals

Medtech Pharma ProvidersMarket benchmark

(all industries)1)

1,4

x

1,2

x

1,7

x

1,2

x

10,3x 10,7x 10,6x

8,3x

2014 2015 2016 2017

-7.1%

1,8

x

2,2

x

1,5

x

1,6

x

9,0x 9,2x10,0x

9,2x

2014 2015 2016 2017

+0.6%

1,4

x

2,0

x

1,8

x

1,9

x

11,1x 11,2x 11,5x 11,3x

2014 2015 2016 2017

+0.6%

Sales Median EBITDA Median

2,4

x

2,5

x

2,0

x

1,5

x

12,0x

10,5x

11,7x

12,9x

20162014 2015 2017

+2.5%

EBITDACAGR

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VALUATION

Trading multiples of European Blue Chips

EBITDACAGR

2,8

4x

3,1

2x

2,8

4x

3,1

2x

11,79x13,01x

11,44x12,26x

2014 2015 20172016

+1.3%

Sales Median EBITDA Median

3,7

4x

4,0

4x

3,5

2x

3,3

7x

12,67x13,29x

12,05x11,00x

2014 2015 2016 2017

-4.6%

1,0

7x

1,4

0x

1,3

7x

1,4

4x

11,23x 11,43x 11,29x 10,92x

201620152014 2017

-0.9%

1,7

8x

1,7

6x

1,8

4x

1,9

0x

10,36x 10,49x 10,74x 10,74x

20172014 2015 2016

+1.2%

Medtech Pharma ProvidersMarket benchmark

(all industries)

Source: S&P Capital IQ as of December 31st, historical exchange rates; Basis for segments: 20 largest European segment companies; Basis for Market Benchmark: the 449 largest in Europa listed companies

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Appendix - Medtech

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M&A ACTIVITY IN EUROPE

Medtech

2.6%

2016

1.3%

7.7%

2015

0.0%

2.1%

89.1%(139)

5.8%7.0%

0.8%

2.1%

79.7%(114)

11.8%

4.7%

3.9%12.6%

66.1%(84)

2017

156

143

127

-9.8%

▪ In 2017, the number of Medtech M&A deals decreased by 11%.

▪ The sub segment ‘I.1. Conventional Medtech’ decreased by 26%.

▪ The table shows that the trend of consolidation pressure continued especially in area Lab & hospital equipment and disposables.

▪ The decrease shown by the numbers for 2017 will become comparable to 2016 once all deals are published.

CommentsNumber of transactions

I.1 Conventional Medtech

2015 2016 2017

Cardiology 7 1 5

Dental 6 7 6

Disposables 14 19 11

Handheld devices 15 7 3

Lab & hospital equip. 29 36 11

Orthopedics 22 18 13

Pulmonology 11 4 1

Surgery 13 8 14

Wound care 5 4 5

Other products 7 3 5

Ophthalmology 7 1 5

I.5 Medtech consulting

I.6 Medtech supply

I.1 Conventional Medtech(see table)

I.4 Veterinary

I.3 Intelligent implants

I.2 ImagingCAGR

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SELECTED MEDTECH DEALS IN EUROPE

Medtech top 20 deals in Europe

2017 Acquisition target Buyer Value in EURm

3-Apr LUX BSN Medical Luxembourg Group Holding S.A R.L. SWE Svenska Cellulosa Aktiebolaget SCA (OM:SCA B) 2,740

29-Dec GER EUROIMMUN Medizinische Labordiagnostika AG GER PerkinElmer Germany Diagnostics GmbH 1,200

28-Mar UK e2v Technologies plc US Teledyne Technologies Incorporated (NYSE:TDY) 767

16-May CH Symetis SA US Boston Scientific Corporation (NYSE:BSX) 405

28-Jun CH LifeWatch AG (SWX:LIFE) US BioTelemetry, Inc. (NasdaqGS:BEAT) 251

25-Oct GER invendo medical GmbH DK Ambu A/S (CPSE:AMBU B) 225

24-Jul IRL Innocoll Holdings plc US Gurnet Point Capital Limited 224

1-Dec GER JOTEC GmbH US CryoLife, Inc. (NYSE:CRY) 215

6-Dec FR Vexim SA (ENXTPA:ALVXM) US Stryker Corporation (NYSE:SYK) 163

3-Jan DK Otometrics A/S US Natus Medical Incorporated (NasdaqGS:BABY) 129

3-Jul GER WOM World of Medicine AG GER Novanta Europe GmbH 117

21-Jun FIN Detection Technology Oyj (HLSE:DETEC) NL AC Invest Seven B.V.; AC Invest Eight B.V. 95

29-Dec FR Imascap SAS FR TMG France SNC 75

31-Jan UK Nitritex Limited Aus Ansell Limited (ASX:ANN) 66

25-Jan UK Fishawack Communications Ltd. UK LDC (Managers) Limited 45

30-Mar FR SAS Capforce Plus FR Diaxonhit (ENXTPA:ALEHT) 30

25-Apr GER optimed Medizinische Instrumente GmbH & Creamedix GmbH GER E-Med Solutions GmbH 28

25-Jan NL Xpand biotechnology BV CH Kuros Biosciences AG (SWX:KURN) 28

4-Jan NL EuroTec Beheer BV UK Convatec Group Plc (LSE:CTEC) 25

28-Apr GER Gynemed GmbH & Co. KG US Hamilton Thorne Ltd. (TSXV:HTL) 14

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GLOBAL AND EUROPEAN MEDTECH

Medtech

Global top 20 companies

Company or division HQsSales 2016 in

EURbn

1 Medtronic Ireland 25.22 Johnson & Johnson United States 23.83 Abbott Laboratories United States 19.84 Philips Healthcare Netherlands 17.85 GE Healthcare United States 17.36 Thermo Fisher Scientific United States 17.37 Siemens Healthcare Germany 13.58 Becton, Dickinson and Company United States 11.19 Roche Diagnostics Switzerland 10.8

10 Stryker United States 10.711 Baxter International United States 9.612 Boston Scientific United States 7.913 Zimmer Biomet Holdings United States 7.314 Essilor France 7.115 B. Braun Melsungen Germany 6.516 Olympus Corp. Japan 6.317 Fresenius, Kabi Germany 6.018 St. Jude Medical United States 5.719 Novartis, Alcon Switzerland 5.520 Smith & Nephew United Kingdom 4.4

European top 20 companies

Company or division HQsSales 2016 in

EURbn1 Medtronic plc Ireland 25.22 Philips Healthcare Netherlands 17.83 Siemens Healthcare Germany 13.54 Roche Diagnostics Switzerland 10.85 Essilor France 7.16 B. Braun Melsungen AG Germany 6.57 Fresenius, Kabi Germany 6.08 Novartis, Alcon Switzerland 5.59 Smith & Nephew plc United Kingdom 4.4

10 Getinge AB Sweden 3.111 Agfa-Gevaert N.V. Belgium 2.512 Dragerwerk AG & Co. KGaA Germany 2.513 Paul Hartmann AG Germany 2.014 Coloplast A/S Denmark 2.015 Sonova Holding AG Switzerland 1.916 William Demant Denmark 1.617 ConvaTec Healthcare Luxembourg 1.618 KARL STORZ GmbH & Co. KG Germany 1.519 Gerresheimer AG Germany 1.420 Fielmann AG Germany 1.4

In the European top 20 list based on annual sales, German Medtech companies appear 8 times followed by 3 Swiss and 2 Danish companies. The overrepresentation of Switzerland relative to the size of its economy is a consequence of a traditionally grown Life Sciences cluster.

Half of the companies are headquartered in the United States, whereas 45% of the top 20 Medtech companies are located in Europe (bold letters). The only Asian company is Olympus. The total revenue of the top 20 Medtech companies shown above is EUR 234bn.

Note: Shown figures might include sales from other divisions if business unit is not explicitly mentioned

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Appendix - Pharma

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M&A ACTIVITY IN EUROPE

Pharma

2015 2017

3.3%

11.8%(29)

15.5%

15.1%(38)

3.3%

66.1%(162)

20.7%(40)

16.7%(42) 11.4%

(22)2.0%6.3%

59.9%(151)

2016

2.1%6.2%

59.6%(115)

245252

196

-11.2%

II.6 Pharma supply

II.4 Veterinary

II.2 Lab diagnostics

II. 5 Pharma consulting II.1 Conventional Pharma

▪ In 2017, the number of Pharma deals decreased by 23%.

▪ Growing private wealth and propensity to private spending for OTC health such as lifestyle and anti-aging offerings were supposed to stabilize the Pharma segment.

▪ Overall, growth in customer demand will remain due to the increasing population in emerging markets and the development of health systems. Product prices will go down due to competition through expiration of patents.

▪ The expectation that Big Pharma acquires businesses from the sub segment Big data to facilitate personalized medicine has not yet become true. Nevertheless, the expectations remains.

▪ The decrease shown by the numbers for 2017 will become comparable to 2016 once all deals are published.

CAGR

CommentsNumber of transactions

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SELECTED PHARMA DEALS IN EUROPE

Pharma top 20 deals in Europe

2017 Acquisition target Buyer Value in EURm

16-Jun CH Actelion Ltd (SWX:ATLN) US Johnson & Johnson (NYSE:JNJ) 27,991

1-Jan FR Sanofi, Animal Health Business GER Boehringer Ingelheim International Gmbh 11,400

31-Aug UK Chiltern International Limited US Covance Inc. 1,018

17-May BE Ogeda SA JP Astellas Pharma Inc. (TSE:4503) 800

1-Feb FR Laboratoires Anios S.A. US Ecolab Inc. (NYSE:ECL) 750

9-Jan UK Actavis Ireland Limited and Actavis UK Ltd UK Accord Healthcare Ltd. 686

1-Sep CH Merck Kommanditgesellschaft auf Aktien, Biosimilars Business GER Fresenius Kabi AG 656

1-Feb DK CMC Biologics A/S JP Asahi Glass Co., Ltd. (TSE:5201) 492

26-Oct GER Rigontec GmbH US Merck & Co., Inc. (NYSE:MRK) 464

30-Oct GER C.H. Boehringer Sohn AG & Co. KG, BI 882370 US Xynomic Pharmaceuticals, Inc. 432

20-Jan UK Ziarco Group Limited CH Novartis AG (SWX:NOVN) 420

28-Feb UK GlaxoSmithKline plc, Anaesthetics Portfolio MUS Aspen Global Incorporated 332

17-Nov ITA Nerviano Medical Sciences S.r.l. CN Hefei SARI VCapital Management Co.,Ltd 300

17-Oct Rus RPharm JSC JP Mitsui & Co., Ltd. (TSE:8031) 191

1-Nov UK Quantum Pharma Plc UK Clinigen Group Plc (AIM:CLIN) 179

6-Oct Nor Weifa ASA (OB:WEIFA) SWE Karo Pharma AB (publ) (OM:KARO) 178

28-Apr PRT GENERIS Farmacêutica, S.A. NL Agile Pharma BV 135

20-Jun FR PCAS SA (ENXTPA:PCA) FR NOVACAP SASU 120

13-Nov ITA NEWCHEM SpA and EFFECHEM Srl CN Xianju Pharma Italy S.r.l. 110

28-Feb ITA SOOFT Italia S.p.a. ITA Fidia Farmaceutici s.p.a. 100

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GLOBAL AND EUROPEAN PHARMA

Pharma

Global top 20 companies

Company or division HQsSales 2016 in

EURbn

1 Pfizer United States 50.02 Roche Holding. Division Pharma Switzerland 49.13 Novartis. Pharmaceuticals & Sandoz Switzerland 46.84 Merck & Co. Inc./MSD United States 37.75 Sanofi France 34.76 GlaxoSmithKline United Kingdom 32.67 J&J. Pharmaceutical United States 31.78 Gilead Sciences United States 28.89 AbbVie United States 24.3

10 Bayer. Pharma & Consumer Care Germany 22.511 AstraZeneca United Kingdom 22.012 Amgen United States 21.813 Teva Pharmaceutical Industries Israel 20.814 Eli Lilly and Company United States 20.115 Bristol-Myers Squibb Company United States 18.416 C.H. Boehringer Sohn Germany 15.917 Novo Nordisk Denmark 15.018 Merck KGaA /EMD Germany 15.019 Takeda Pharmaceutical Japan 14.120 Allergan Ireland 13.8

European top 20 companies

Company or division HQsSales 2016 in

EURbn

1 Roche Holding. Division Pharma Switzerland 49.12 Novartis. Pharmaceuticals & Sandoz Switzerland 46.83 Sanofi France 34.74 GlaxoSmithKline United Kingdom 32.65 Bayer. Pharma & Consumer Care Germany 22.56 AstraZeneca United Kingdom 22.07 C.H. Boehringer Sohn Germany 15.98 Novo Nordisk Denmark 15.09 Merck KGaA /EMD Germany 15.0

10 Allergan Ireland 13.811 Shire Ireland 10.812 Perrigo Company Ireland 5.013 UCB Belgium 4.114 Grifols Spain 4.115 Lonza Group Switzerland 3.916 Endo Pharmaceuticals Ireland 3.817 Mallinckrodt Ireland 3.118 Actelion Switzerland 2.319 Stada-Arzneimittel (sale process) Germany 2.120 H. Lundbeck A/S Denmark 2.1

Out of the global top 20 Pharma companies. 10 are headquartered in Europe and 8 are headquartered in the US. The total revenue of the global top 20 Pharma companies is EUR 535bn, which is 2.3x as high as the total revenue of the top 20 Medtech companies.

As seen in the ranking above, Ireland is represented 5 times and renowned for its favorable corporate tax regime. 4 of Europe’s top pharma companies are headquartered in Germany. One company is from the Nordics. The total revenue amounts to EUR 309bn.

Note: Shown figures might include sales from other divisions if business unit is not explicitly mentioned

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Appendix - Providers

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M&A ACTIVITY IN EUROPE

Providers

18.6%

2015

489

58.9%(288)

9.4%

8.4% 10.3%

3.7%

10.0%

15.0%(75)

6.8%

9.2%

4.4%

4.4%

64.5%(323)

2016

15.5%(74)

60.4%(288)

2017

501477

-1.2%

III.6 Industrial supply

III.5 Healthcare services

III.4 Veterinary providers

III.3 Software providers

III.2 Diagnostic services

III.1 Conventional providers

▪ Global receptiveness to ‘Western’ lifestyle and food consumption patterns ramping up lifestyle induced and chronic diseases e.g. diabetes II, COPD, asthma, or cancer.

▪ Consumers will increasingly play a decision making role in their healthcare coverage and treatments while ongoing cost and budget pressure in public healthcare result in minimal and 'just good enough' service plans, infrastructure and equipment.

▪ IT efficiency and consolidation drives deal activity.

▪ The decrease shown by the numbers for 2017 will become comparable to 2016 once all deals are published.

CommentsNumber of transactions

CAGR

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SELECTED PROVIDERS DEALS IN EUROPE

Provider top 20 deals in Europe

2017 Acquisition target Buyer Value in EURm

31-Jan ESP Quirónsalud GER Fresenius Helios Gmbh 5,760

12-Sep UK Berendsen plc FR Elis SA (ENXTPA:ELIS) 3,344

31-Mar FIN Ahlstrom Oyj SWE AhlstromMunksjö Oyj (HLSE:AM1) 766

7-Feb ESP SARquavitae Servicios a la Dependencia, S.L ESP GeriaVi S.L. 440

31-Jul ITA DP Group s.r.l. (DentalPro) UK BC Partners Limited 400

12-May Pol Pelion S.A. Pol Korporacja Inwestycyjna Polskiej Farmacji Sp. z o.o. 315

30-Jun FR Colisée Patrimoine Group SAS UK IK Investment Partners 236

19-Jul ITA TBS Group S.p.A. UK Double 2 S.p.A. / Permira 168

4-Aug ESP Clínica Baviera, S.A. (BME:CBAV) ESP Aier Eye International (Europe), S.L.U. 166

14-Nov UK Renaissance Villages Ltd UK Inspired Villages Group Limited 165

28-Jun FR Groupe ELSAN SAS FR Téthys Invest 150

9-Feb ESP Portfolio of Retirement Homes Comprising 16 EHPADs FR Eurosic Lagune 116

30-Jun CH Linde Holding Biel/Bienne AG CH Hirslanden AG 99

16-Feb UK 15 retirement homes and additional assets IL Ravad Ltd (TASE:RAVD); Golden House Ltd 94

29-Dec FR Clinique de l'Europe SA FR Icade Santé SAS 87

22-Feb UK 13 Properties IL Ravad Ltd (TASE:RAVD); Golden House Ltd 83

2-May UK Circle Holdings Plc UK Penta Capital 75

30-Jun UK Hedgelane Limited UK RM Plc (LSE:RM.) 66

24-Mar AUS Portfolio of 7 Aged Care Real Estate Assets in and around Graz LUX ECP Fund Management 50

23-Jan GER Wörner Medizinprodukte Holding Gmbh FR Chequers Capital 46

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GLOBAL AND EUROPEAN PROVIDERS

Providers

The above list of global providers clearly shows the dominant position of US companies benefitting from their leading position in their home market as service based economy. Globally, US companies account for all of the top 10 companies and three quarters of the top 20 companies. A quarter of the 20 top European providers is headquartered in Germany.

Global top 20 companies

Company or division HQsSales 2016 in

EURbn

1 UnitedHealth Group Incorporated United States 175.12 CVS Health Corporation United States 168.23 McKesson Corporation United States 167.64 AmerisourceBergen Corporation United States 130.65 Cardinal Health. Inc. United States 109.46 Walgreens Boots Alliance. Inc. United States 105.37 Express Scripts Holding Company United States 95.08 Anthem. Inc. United States 80.49 Aetna Inc. United States 59.8

10 HCA Holdings. Inc. United States 39.311 Sinopharm Group Co..Ltd. China 35.312 Rite Aid Corporation United States 28.113 MediPal Holdings Corporation Japan 23.714 PHOENIX Pharmahandel Germany 23.215 Alfresa Holdings Corporation Japan 20.116 Ascension Health Alliance United States 19.717 Community Health Systems. Inc. United States 17.518 Fresenius Medical Care AG Germany 17.419 DaVita Inc. United States 14.020 Catholic Health Initiatives United States 13.1

European top 20 companies

Company or division HQsSales 2016 in

EURbn

1 PHOENIX Pharmahandel Germany 23.22 Fresenius Medical Care Germany 17.53 Helse Sør-Øst RHF Norway 8.24 Fresenius. Helios & Vamed Germany 7.05 DKSH. Healthcare Switzerland 5.16 Galenica Sante Switzerland 3.97 Open joint stock company Protek Russia 3.78 Asklepios Kliniken Germany 3.49 ZAO NPK Katren Russia 3.2

10 Korian-Medica France 3.011 ORPEA Société Anonyme France 2.812 Eurofins Scientific Luxembourg 2.513 Selcuk Ecza Deposu Turkey 2.314 Falck Denmark 2.115 Apoteket Sweden 2.116 Oriola-KD Corporation Finland 1.617 Neuca Poland 1.618 Farmacol Poland 1.419 Rhön-Klinikum Germany 1.320 Helse Bergen Norway 1.2

Note: Healthcare insurances companies are not consideredFigures shown might include sales from other divisions if business unit is not explicitly mentioned

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Globalscope Network

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INTRODUCTION TO PALLADIO CORPORATE FINANCE

Since 2004 Palladio Corporate Finance offers advisory and assistance in corporate finance

and M&A transactions for growth and shareholders’ value creation

Part of Palladio Holding Group, investment holding, diversified and independent

operating in Italy and in Europe since more than 30 years

A qualified team of professionals with an averageexperience of more than 15 years and a track recordof 250 deals

All professionals are directly involved in theexecution phase playing a hands-on role in eachphase of the transaction

Ability to originate and execute complex transactionstailor made on the specific customer’s needs

Partner of Globalscope, a global network ofinvestment banks, offering first quality access toindustrial and financial investors worldwide

Palladio Holding Group is one of the leading investorsin Italy with approximately an asset value of over €400m and assets under management of € 800m

A stable and value added shareholder baseintegrating financial and industrial expertise

Palladio Corporate Finance has a dedicated teamtotally independent within Palladio Holding Group

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INTRODUCTION TO PALLADIO CORPORATE FINANCE

▪ Strategic positioning

▪ Review of strategic options

▪ Financial plans and projections

▪ Scouting and selection of financial/industrial investors

▪ Scouting and selection of potential targets

▪ Joint ventures

▪ Distressed M&A

▪ Negotiation

Strategy and M&A

▪ Recovery plans

▪ Debt restructuring agreements (even in proceedings regulated by the bankruptcy law)

Debt Restructuring

▪ Debt raising

▪ Optimization of the financial structure

Debt Advisory

▪ Company valuations

Company Valuations

StrongCross-BorderCapabilities

Industrial Manufacturing

EquipmentAutomotive

Food&ConsumerF&B

LuxuryLeisure

Technology SoftwareLightingAudio

RetailE-Commerce

OpticalFMCG

HealthcareDevices

Managed careLife science

Palladio Corporate Finance Services and Industries

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INTRODUCTION TO PALLADIO CORPORATE FINANCE

Team

▪ Cristina is a Director at Palladio Corporate Finance since September 2012. For more than 15 years, Cristina has been involved in advisory roles to industrial and private equity groups on mergers & acquisitions, debt restructuring and LBOs operating in different sectors. Previously she worked more than 7 years at Vitale & Associati, an independent financial advisory house, and two years in the IR and Strategic Planning team of e.Biscom. Cristina started her career at Dresdner Kleinwort Wasserstein

Cristina BertoliniDirector

▪ Lorenzo is Managing Partner of Palladio Holding Group, a leading Italianindependent merchant bank. He is CEO of Palladio Corporate Finance (entirelycontrolled by Palladio Holding). Prior to joining Palladio in 2004, he was at Gallo &C., the M&A advisory co. of Meliorbanca Group, as General Manager and member ofthe Board of Directors. Previously he had been working at Gemina Group and BancaNazionale del Lavoro Group. Lorenzo is qualified as Licensed Public Accountant

Lorenzo ValentinoCEO

▪ Matteo is a Managing Director at Palladio Corporate Finance and member of the Steering Committee of Palladio Holding Group. For over 20 years, Matteo has advised on mergers & acquisitions, restructuring, LBOs and financings throughout Italy and Europe. Before joining the firm in 2004, he was a Director at Cofiri, the Italian Government owned investment bank, where he was responsible for the consumer goods industry. Previously he had been a Vice President at Gallo & C a leading Italian investment bank

Matteo GiannobiManaging Director

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VIA THE GLOBALSCOPE NETWORK, PALLADIO CORPORATE FINANCE IS ACTIVE INTERNATIONALLY

International members work together on cross-border transactions

Global Co-operationOur Vision

Globalscope is a professional, effective and quick-reacting M&A

network. Globalscope increases cross-border transaction

volumes and values for their members. We are active in any

country with a demand for cross-border transactions.

▪ Globalscope is an international network of international mid market M&A boutiques lead by entrepreneurs

▪ Globalscope was founded in 1987 and has today 54 members from 45 countries on 5 continents with more than 500 advisors

▪ 175 transactions (LTM)

▪ Globalscope has a very high level of sector expertise in the following sectors:

Building & Construction • Business Services • Chemicals

Consumer • Energy & Renewables • Engineering / Industrials

Financial Services & Insurance • Food & Agribusiness

Healthcare / Pharmaceuticals / MedTech / Life Sciences

Leisure & Retail • Oil & Gas • Real Estate

Technology Media & Telcoms (TMT) • Transport

Logistics & Distribution

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PALLADIO CORPORATE FINANCE: SELECTED REFERENCES

2018

VEI Green sold 100% of ForVEI to

Confidential

Financial advisor of VEI Green

a listed Italian renewable energycompany

2018

acquired 75% of

Confidential

Financial advisor of Palladio Holding

an Italian-based company specialised in PTFE paste extrusion

2017 Confidential

Financial advisor of Palladio Team

an Israel-based renewable energy fund

Palladio Team sold 4 MW portfolio of Biogas plant to

2017 Confidential

Financial Advisor of Savona Terminal Auto

global group involved in maritime logistics

100% of Savona Terminal Autowas sold to

2016 Confidential

Financial advisor of La Suissa

an Italy –based private equity fund

Italian player in the confectionary industrysold the 80% of the share capital to

2016

Acquired 75% share capital of

Confidential

Financial advisor of Colussi Group

an Italy-based company producer of freshpasta

2016

Sold 100% of its share capital to

Confidential

Financial advisor of Tecnilab

a Swiss-based company specialised in automation solutions

2017 Confidential

Financial advisor of Palladio Holding

a UK–based private equity fund

Palladio Holding sold 25%of Summano Sanità to

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PALLADIO CORPORATE FINANCE: SELECTED REFERENCES

2015

acquired 100% share capital of

€ 14mln

Financial advisor to DE Shaw & Co

a leading Italian manufacturer of heat exchangers and ventilated units, through a

dedicated capital increase and the purchase of medium term credits from a pool of banks

2015

the Italian leading theme parks operator opened its share capital to

€ 20mln

Financial advisor to Costa Edutainment

through € 20 mln investment structured as a share capital increase of € 5 mln coupled

with convertible notes of € 15 mln

2015

acquired 91% share capital of

Confidential

Financial advisor to RETTIG

a leading Italian heating, ventilation and air conditioning (HVAC) company

2015

following a public tender offer, owns 80.3% of the share capital of

€ 22mln

Financial advisor to VEI Capital

listed investment company owning 76% share capital of MAR-TER Spedizioni SpA, a

leader port terminal operator in the handling and transportation of wood pulp and

minerals

2015

acquired a hydroelectric plant from

Confidential

Financial advisor to Swiss Power

investment company focusing on investments in the renewable sector

2015

acquired the whole share capital of

Confidential

Financial advisor to VE.DI. shareholders

a specialized Italian group in diagnostics centers

2015

acquired the whole share capital of

Confidential

Financial advisor to Costa Edutainment

an Italy-based amusement park

2015 Confidential

Financial advisor to Silvana Editoriale

Has signed

a financial restructuring agreement with its lending banks

a publishing house founded in 1945 in Milan and specialized in the field of events and

exhibitions

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Contacts

Vicenza

S.S. Padana verso Verona, 636100 Vicenza

Tel.: +39 0444 650500Fax: +39 0444 650580

[email protected]

Milano

Via Fiori Oscuri, 1120121 Milano

Tel.: +39 02 72730700Fax: +39 02 72730730

[email protected]

Lorenzo Valentino

Tel.: +39 02 72730 760

[email protected]

Cristina Bertolini

Tel.: +39 02 72730 763

[email protected]