Gerresheimer will acquire Centor – higher profitability expected

Date: 29 July 2015

Gerresheimer AG, one of the leading partners to the pharma and healthcare industry worldwide, will further extend its pharmaceutical packaging business with the acquisition of Centor. -Centor is the clear market leader in the US prescription plastic vial retail market for oral drugs-The deal extends Gerresheimer’s footprint in the primary pharmaceutical packaging market for prescription drugs significantly-Total consideration of USD 725m on a cash and debt-free basis -All-cash acquisition, fully debt financed-Adjusted EBITDA margin expected to go up by about 2 percentage points starting in FY 2016, significant adjusted EPS accretion expected by a low double digits percentage from FY 2016 onGerresheimer AG, one of the leading partners to the pharma and healthcare industry worldwide, will further extend its pharmaceutical packaging business with the acquisition of Centor.

Gerresheimer has reached an agreement with Nemera Development S.A. to acquire 100% of the share capital of Centor US Holding Inc. “Centor is the highly profitable market leader for plastic vials and closures in the prescription retail market. This is a perfect fit to extend our product offering from packaging of parenterals to the packaging of oral drugs in the US. We expect that this acquisition will increase shareholder value significantly,” said Uwe Röhrhoff, Chief Executive Officer of Gerresheimer AG.

Founded in 1968 and based in Perrysburg (Ohio, USA), Centor is the leading manufacturer of plastic vials and closures for oral drugs in the prescription retail market. The US prescription industry is structured around the established ‘pour-and-count’ system, whereby the exact number of prescribed oral drugs is delivered to patients in plastic vials. Centor has a superior product portfolio, including Screw–Loc and 1-Clic, the two leading products in the US plastic vials market. Centor serves national and regional pharmacy chains, supermarkets and wholesalers. Centor is a carve-out of Nemera Group, a former business of Rexam Healthcare divested in 2014. Centor’s annual revenue in 2014 amounted to USD 167m (pro forma).

The total consideration amounts to USD 725m cash-free and debt-free. The enterprise value underlying the transaction represents approx. 9.8x LTM June 2015 EBITA (pro forma). It will be an all cash acquisition which is fully debt financed. A quick deleveraging after the acquisition is expected driven by Gerresheimer’s high cash generation. The closing of the transaction is subject to regulatory approval and expected during the fourth quarter of financial year 2015. The transaction is expected to be adjusted EPS accretive by a low double digits percentage already in financial year 2016. Centor will be integrated in the Plastics & Devices Division of Gerresheimer.

“We are happy to join the Gerresheimer Group with its high expertise in primary pharmaceutical packaging. In the future we will contribute to Gerresheimer’s success with our market leadership in the North American prescription plastic vial retail market”, said Paul Arsenault, President of Centor.

Outlook

Gerresheimer’s expectations for financial year 2015 remain the same: Gerresheimer anticipates organic revenue growth of between 1% and 3%. This corresponds to a revenue corridor of some EUR 1,300m to EUR 1,330m. Regarding adjusted EBITDA, Gerresheimer expects an increase to a target corridor of EUR 255m to EUR 265m at constant exchange rates. Capital expenditure in financial year 2015 is forecast to represent around 9% to 10% of revenues at constant exchange rates. The Centor acquisition is expected to close during the fourth quarter of financial year 2015 and any contribution in Q4 2015 would increase the reported figures.

Assuming a completion of the Centor acquisition during fourth quarter of financial year 2015 and a completion of the sale of the tubing glass business by the end of 2015, Gerresheimer’s first indication for the financial years 2016 to 2018 is as follows:

Annual organic revenue growth is expected to average 4% to 5% - on a higher revenue base increased by Centor revenues (FY 2014: USD 167m (pro forma)).

The adjusted EBITDA margin will amount to approximately 22% at constant exchange rates by 2018.

Capital expenditure will be in the range of 8.0% to 9.0% of revenues at constant exchange rates.

More information about Centor:

www.centorrx.com

About Gerresheimer

Gerresheimer is a leading global partner to the pharma and healthcare industries. The company’s special glass and plastic products contribute to health and well-being. Gerresheimer is a global organization with 11,000 employees and manufacturing operations in the local markets, close to customers. It has over 40 production facilities in Europe, North and South America and Asia generating revenue in excess of EUR 1.3 billion. The comprehensive product portfolio includes pharmaceutical packaging products as well as convenient and safe drug-delivery systems such as insulin pens, inhalers, pre-fillable syringes, vials, ampoules, bottles and containers for liquid and solid pharmaceuticals with closure and safety systems, plus cosmetic packaging products.

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