Scharper S.p.A. / IdB Holding S.p.A.
Exclusive Financial Advisor to Italian healthcare company Scharper SpA on the sale of a majority stake to Italy-based group IdB Holding SpA.
Exclusively advised Scharper SPA in the divestiture of a 2/3 stake to the Italian Group IdB Holding SpA. Scharper engages in the development and marketing of specialty therapeutics focusing on inadequately treated and chronic diseases both in the prescription and non-prescription areas with strengths in otorhinolaryngology, Energy Metabolism, Oxydative Stress Reduction, Internal and Women’s Health, Dermatology, beauty and Cosmetics.
The divestiture was structured in two phases:
- Closing 1: Divestiture of a 2/3 majority for a cash upfront consideration of € 50m, simultaneously with the conclusion of a Shareholders’ Agreement regulating corporate governance, decision-making competencies, reporting duties, dividend distribution, remuneration of retained Management, exit and termination clauses.
- Closing 2: exercise of Put-Call option provision in accordance with a predetermined valuation formula based on a multiple of 2015 EBITDA and an earn-out feature.