ITP SA / NEAUVIA (Matex Lab SA)
Exclusive Financial Advisor to the Largest Polish Medical Aesthetic Group for the Divestiture of a 51% stake to Abris Capital, a Polish Growth Capital PE Fund and concurrent Entry into a Shareholders’ Agreement.
Completed the divestiture of the Medical Aesthetics Specialist Polish ITP SA Group consisting of ITP in Warsaw, Poland, Matex Lab SpA, their production entity in Brindisi, Italy Matex Lab SA, their Lugano, Switzerland-based facility, as well as ITP Srl in Italy, Berger & Kraft in Warsaw, their Energy Based Device specialist and their 50% Q-Ventis GmbH JV in Berlin, Germany, via a Share Purchase Agreement transferring a 51% stake in ITP SA to the Polish PE Fund Abris Capital. Abris performs this acquisition via their Luxembourg-based SPV NEPT S.A.R.L for a Reference Equity Purchase Price Consideration of EUR 85m.
The parties have concurrently entered into a Shareholders’ Agreement providing a balanced double- level Corporate Governance consisting of a Supervisory Board empowering a majority control for the Buyer and a Management Board with a parity of representation at inception. Current Management Team led by CEO, co-founder and Shareholder G.DRIGO is incentivized to perform via a system of earn-outs, management incentivization programmes, upside sharing scheme. Management benefits from a incentivizing downside risk protection with the possibility to recover the entire max. earn-out, The SHA provides also for the usual ROFO, tag-along provisions for the Sellers and Drag-along for the Buyer.
Founded in 2012, Neauvia™ is a premium scientifically backed brand of aesthetic dermal fillers developed by MatexLab SA, a Swiss aesthetic medicine Company with an unparalleled BDDE-free ultrasafe crosslinking technology platform, and owned by ITP SA, the largest distributor of medical aesthetic equipment in Poland a 60% market share in 2018.