Terveystalo is planning an initial public offering and a listing on Nasdaq Helsinki Ltd
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Terveystalo Oy (which will be renamed Terveystalo Oyj, "Terveystalo", or the "Company"), a leading healthcare service company in Finland, today announces that it is planning an initial public offering ("IPO") and a listing of its shares on the official list of Nasdaq Helsinki Ltd (the "Helsinki Stock Exchange") (the "Listing").
The objective of the contemplated IPO and Listing is to improve the Company's ability to successfully pursue its strategy, invest in its business and to remain at the forefront of developing the standards of the quality and impact of treatment and publishing of results of medical quality in Finland, which the Company expects will drive long-term growth. The contemplated IPO and Listing serves to increase the general interest towards the Company and awareness of the Company with investors, business partners and customers, enhance the Company's ability to attract and retain key management and employees, provide the Company access to capital markets and broaden the ownership base in the Company. The IPO and Listing also enable the selling shareholders to partially monetize their holding, and allow for a liquid market for their shares going forward. The planned IPO is expected to consist of both a share sale by certain existing shareholders and a new share issue by the Company. In connection with the IPO, the objective would be to raise approximately 100 million euros before fees and expenses in relation to the share issue, to be used for increasing financial flexibility for the Company to pursue growth opportunities in accordance with its strategy, including acquisitions, organic expansion and reorganization of its units and equipment, as well as other capital expenditures.
Four institutional investors have committed to becoming Cornerstone Investors ("Cornerstone Investors") in the IPO - Varma Mutual Pension Insurance Company, Hartwall Capital Ltd, Rettig Group Ltd and Elo Mutual Pension Insurance Company.
Cornerstone Investors have, each individually, committed to subscribe for shares at the final subscription price in the possible IPO, subject to certain conditions being fulfilled, including a condition that the maximum valuation of all of the Company's outstanding shares (after any proceeds from the share issue and excluding treasury shares), based on the final subscription price, does not exceed EUR 1,250 million. The respective commitments of three of the Cornerstone Investors amount to Varma (up to approximately 11.3%, for a total shareholding of 15%, including existing shareholding), Hartwall Capital (10.1%) and Rettig Group (10.1%) of the outstanding shares in the Company following completion of the possible IPO. The commitment of the fourth Cornerstone Investor Elo amounts to EUR 50 million. The combined commitment of the Cornerstone Investors would amount to up to approximately EUR 444 million or approximately 36 percent of the outstanding shares at EUR 1,250 million valuation of all of the Company's outstanding shares (after any proceeds from the share issue and excluding treasury shares).
Yrjö Närhinen, CEO of Terveystalo comments:
"Terveystalo is a leading healthcare services provider in Finland with a strong financial track record of growing sales and expanding margins. Today, we are the largest player in Finnish healthcare in terms of healthcare sales, number of facilities, the extensiveness of our network and customer volume as well as our digital offering. We also take great pride in our quality and customer-centric company culture - a competitive advantage that enables us to attract highly qualified and skilled professionals and loyal customers.
There is an increasing demand for healthcare services and Finland has a large, attractive and growing healthcare market. Terveystalo has developed a strong customer-centric business model that helps us to capture this growth and create long-term shareholder value. The Social and Healthcare reform is critical for Finland, and in order to meet the goals (cost efficiency, availability and freedom of choice) we need both public and private resources. Terveystalo wants to further develop the Finnish healthcare system and services for the society. The contemplated IPO would broaden our ownership base and enable us to pursue these growth opportunities."
Åsa Riisberg, Member of the Board of Directors of Terveystalo, Partner at EQT Partners , Head of EQT's global Healthcare-sector and Investment Advisor to EQT funds commented:
"We are extremely proud of the work done by Terveystalo's management and board of directors in transforming Terveystalo into one of the leading private providers of healthcare services and a leader in digital healthcare in Finland. The investments during EQT VI's ownership into medical quality, digital healthcare services, operational efficiency and customer experience have translated into strong growth and industry leading margins. I believe Terveystalo has a bright future ahead and we look forward to the Company's continued journey in a listed setting."
Vesa Koskinen, Member of the Board of Directors of Terveystalo, Partner at EQT Partners, Head of EQT in Finland, Head of EQT's global Services-sector and Investment Advisor to EQT funds adds:
"EQT is all about combining local presence with global resources in order to support the development of its portfolio companies. I am very pleased to see a Finnish company, such as Terveystalo, develop into an internationally recognized leader in value-based healthcare and digital healthcare innovation. We are excited about the next stage in Terveystalo's development and look forward to welcoming the aforementioned Finnish institutions as cornerstone investors in Terveystalo."
Terveystalo in brief
Terveystalo is a leading healthcare service provider in Finland offering primary and outpatient secondary healthcare services to corporate, private and public sector customers. The Company's healthcare service offering includes general practice and specialist medical care, diagnostic services, outpatient surgery, dental services and other adjacent services, which together comprise its integrated healthcare care chain. The Company also offers a suite of digital healthcare services. Terveystalo is able to provide nationwide reach through its approximately 180 clinics, covering all 20 of Finland's largest cities, together with its digital platforms.
Terveystalo's operations are driven by its scale and supported by centralized functions and standardized operating practices. At the core of Terveystalo's strategy is a focus on providing medical quality and positive customer experiences, maintaining a competent and satisfied base of healthcare professionals and developing a variety of customized digital tools.
In 2016, the Company had approximately 1.0 million individual customers as well as approximately 2.7 million doctor visits, accounting for 12% of the total doctor visits in Finland. The Company's customers are divided into three groups: corporate customers, who the Company partners with to provide occupational healthcare services to their employees, private customers and public customers, who the Company partners with to provide public healthcare services and occupational healthcare services to municipal employees. Terveystalo had approximately 4,445 employees (including part-time employees) and approximately 4,400 private practitioners as at June 30, 2017.
The Company believes that the following key strengths provide competitive advantages and strengthen its customer relationships and operations:
A leading Finnish private healthcare services company with a nationwide network;
Innovative suite of proprietary digital tools that facilitate medical quality, operational efficiency and customer satisfaction;
Diverse and innovative management team with strong performance orientation;
Diversified customer groups that provide a solid platform for growth;
Demonstrated platform for revenue growth;
Focus on operational efficiency;
Extensive experience and process-oriented approach for expanding services and network through acquisitions and new establishments; and
Strong culture provides an attractive platform for healthcare professionals.
Terveystalo's financial targets and dividend policy
The Company's Board of Directors has adopted the following long-term financial targets for Terveystalo:
Growth : 6-8% annual growth in revenue in the long term through a combination of organic growth and bolt-on acquisitions;
Profitability : An adjusted EBITA  margin 12-13% of revenue in the medium to long term;
Capital Structure : Interest-bearing net debt / Adjusted EBITDA not to exceed 3 times. However, indebtedness may temporarily exceed the target level, for example, in conjunction with acquisitions; and
Dividend Policy : The aim is to distribute at least 30% of net profit as dividends annually. The proposed dividend shall take Terveystalo's long-term development potential and financial position into account.
Any dividends to be paid in future years, their amount and the time of payment will depend on the Company's future earnings, financial condition, cash flows, investment needs, solvency and other factors.
Terveystalo's financial highlights
Terveystalo's revenue increased by EUR 62.9 million, or 22.4% from EUR 281.3 million in the six months ended June 30, 2016 to EUR 344.2 million in the six months ended June 30, 2017. The increase was primarily due to the acquisition of Porin Lääkäritalo in January 2017 and Diacor in March 2017, organic growth as a result of increased demand for the Company's services and, to a lesser extent, winning new public occupational healthcare outsourcing contracts and the expansion of the Company's dental units network. The Company's pro forma revenue amounted to EUR 379.9 million for the six months ended June 30, 2017 and EUR 708.7 million for the year ended December 31, 2016.
In November 2016, the Company and the Helsinki Deaconess Institute Foundation entered into an agreement for the sale of Diacor to the Company. The transaction was completed on March 24, 2017. The Diacor acquisition is expected to create opportunities for operational efficiency gains and cost synergies. Moreover, the Company expects the acquisition of Porin Lääkäritalo to create cost synergies. The estimated expected cost synergies from these acquisitions are EUR 14.6 million in total, of which EUR 12 million are expected from the Diacor acquisition. The synergies are expected to be realized by the end of 2018.Information on the IPO
The contemplated IPO is expected to consist of both a primary offering by the Company and a secondary offering by certain shareholders in the Company, including the main shareholder Lotta Holding I S.à r.l., (a company ultimately owned by EQT VI fund managed by EQT VI (General Partner) LP together with associated co-investment vehicles). The Company and its current shareholders would be subject to customary lock-up arrangements, pursuant to which Lotta Holding I S.à r.l. will remain a significant shareholder after the IPO. The contemplated IPO is expected to include a personnel offering to the employees of Terveystalo.
Carnegie Investment Bank AB, Finland branch, Morgan Stanley & Co. International plc and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch would be the joint global coordinators and joint bookrunners in the contemplated IPO (the "Joint Global Coordinators"). Jefferies International Limited and OP Corporate Bank plc would be joint bookrunners (the "Joint Bookrunners" and together with the Joint Global Coordinators, the "Managers") in the contemplated IPO. Lazard & Co Limited is the financial advisor to the Company in connection with the contemplated IPO. Hannes Snellman Attorneys Ltd and Kirkland & Ellis International LLP are acting as legal advisers to the Company. Borenius Attorneys Ltd and Shearman & Sterling (London) LLP are acting as legal advisers to the Joint Global Coordinators and Joint Bookrunners.
Terveystalo will host a press conference today, September 14, 2017 at the Helsinki Stock Exchange (Fabianinkatu 14, Helsinki) at 11:00 a.m. EET.
Yrjö Närhinen, CEO, Terveystalo,
Susanna Kinnari, SVP Communications, Marketing and Brand, Terveystalo
Tel. +358 (50) 5458333
Kati Kaksonen, Director, Investor Relations & Finance Communications, Terveystalo,
Tel. +358 50 3931561
EQT is a leading private equity group in Northern Europe with approximately EUR 37 billion in raised capital, portfolio companies with total sales of more than EUR 19 billion and approximately 110,000 employees. The funds' investment philosophy is to help acquired companies grow and develop into great and sustainable companies, both under EQT's ownership and with future owners. The result so far: the over 80 previously or currently owned portfolio companies have during EQT's ownership seen an average annual increase in the number of employees by 9%, sales by 10% and earnings by 11%.
EQT made its first investment into Finland in 1996 and the Helsinki office was opened in 1999. EQT funds have until today invested ca. EUR 1.7 billion into Finnish companies and EQT's current portfolio companies employ over 10,000 people in Finland. In addition to Terveystalo, EQT's Finnish companies include Musti ja Mirri and Touhula. EQT's investors include several major Finnish institutional investors.
About Varma Mutual Pension Insurance Company
Varma Mutual Pension Insurance Company is the largest earnings-related pension insurer and private investor in Finland. The company is responsible for the statutory earnings-related pension cover of some 878,000 people in the private sector. Premiums written totalled EUR 4.7 billion in 2016 and pension payments stood at EUR 5.3 billion. Varma's investment portfolio amounted to EUR 45.0 billion at the end of June 2017. Varma is an existing shareholder in Terveystalo and will increase its shareholding to 15% through its cornerstone commitment, following completion of the IPO.
About Hartwall Capital
Hartwall Capital is a Finnish family-owned investment company that makes direct equity investments in selected listed and non-listed companies. Hartwall Capital aims to create value in the companies it invests in by supporting their growth and through active ownership.
About Rettig Group
Rettig Group is a leading Finnish family held investment company that creates value for generations through active and responsible ownership. Rettig Group's investments include Rettig ICC (indoor climate comfort), Nordkalk (limestone), Alandia (insurance), eQ (asset management and corporate finance) and Anchor (financial investments). Through these businesses Rettig Group is active in about 28 countries globally and employs over 4,000 people.
About Elo Mutual Pension Insurance Company
Elo is a Finnish mutual pension insurance company. One third of Finnish companies and 40 % of self-employed persons in Finland have chosen Elo to manage their employment pension insurance needs. The company was established in the beginning of 2014 through the merger of Pension Fennia and LocalTapiola Pension. Today Elo manages investment assets of approximately EUR 23 billion, insures approximately 500,000 employees and self-employed persons and provides pensions for about 210,000 pension beneficiaries. The annual premium income is over EUR 3 billion. The main objective of Elo's investment operations is to ensure sustainable long term investment return for all pension assets.
This announcement does not constitute an offer for sale of, or a solicitation of an offer to purchase or subscribe for, any securities in the United States. Securities may not be offered or sold in the United States unless they are registered or are exempt from registration under the U.S. Securities Act of 1933, as amended. The information contained in this announcement is for informational purposes only and does not purport to be full or completed. Terveystalo Oy (the "Company") does not intend to register any portion of this offering in the United States or to conduct a public offering in the United States. Copies of this announcement are not being, and should not be, distributed in or sent into the United States.
It may be unlawful to distribute this announcement in certain jurisdictions. This announcement is not for distribution in Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, South Africa, the United States or to any other jurisdiction where such distribution would be unlawful. The information in this announcement does not constitute an offer of securities for sale in such jurisdictions.
In the United Kingdom, this announcement is for distribution only to and is directed only at persons who (i) have professional experience in matters relating to investments which fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion Order, or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.
This announcement has been prepared on the basis that any offer of securities in any Member State of the European Economic Area, other than Finland, which has implemented the Prospectus Directive (2003/71/EC, as amended, including by Directive 2010/73/EU, the "Prospectus Directive") (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in that Relevant Member State of securities which are the subject of the offering contemplated in this announcement, may only do so in circumstances in which no obligation arises for the Company or any of the joint global coordinators to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of the securities through any financial intermediary, other than offers made by the Managers which constitute the final placement of the securities contemplated in this announcement. Neither the Company nor any of the Managers have authorised, nor do they authorise, the making of any offer of securities in circumstances in which an obligation arises for the Company or any Managers to publish or supplement a prospectus for such offer.
In connection with the contemplated IPO and in accordance with all applicable laws and rules, the selling shareholders and Skandinaviska Enskilda Banken AB (publ) Helsinki Branch (the "Stabilizing Manager") (or persons acting on its behalf) acting for the account of the Managers, may agree that the selling shareholders shall grant the Stabilizing Manager an option to over-allot shares or effect stabilization transactions with a view to supporting the market price of the shares at a level higher than that which might otherwise prevail (provided that the aggregate principal amount of shares allotted does not exceed 15% of the aggregate principal amount of the offer shares in the contemplated IPO). However, stabilization action may not necessarily occur and may cease at any time, and the Stabilization Manager is not required to enter into such transactions. Any stabilization action may begin on or after the date of commencement of trading of the shares on the Helsinki Stock Exchange and, if begun, may be ended at any time, but it must end no later than 30 days after that date.
This announcement includes forward-looking statements which include statements regarding the Company's business strategy, financial condition, profitability, results of operations and market data, as well as other statements that are not historical facts. Words such as "believe," "anticipate," "plan," "expect," "target," "estimate," "project," "predict," "forecast," "guideline," "should," "aim," "continue," "could," "guidance," "may," "potential," "will," as well as similar expressions and the negative of such expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying these statements. By their nature, forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. Readers are cautioned not to place undue reliance on these forward-looking statements. Except for any ongoing obligation to disclose material information as required by the applicable law, the Company does not have any intention or obligation to publicly update or revise any forward-looking statements after it distributes this announcement, whether to reflect any future events or circumstances or otherwise.
This announcement is an advertisement and not a prospectus. Investors should not subscribe for or purchase any transferable securities referred to in this announcement except on the basis of information in the Finnish language prospectus (the "Finnish Prospectus") or the offering circular that is an English language translation of the original Finnish Prospectus (the "Offering Circular"), the Finnish Prospectus being intended to be published by the Company in due course in connection with the proposed admission of its shares to the official list of the Helsinki Stock Exchange. Copies of the Finnish Prospectus will, following its publication, be available from the Company's website at www.terveystalo.com/IPO. Any purchase of shares in the proposed IPO should be made solely on the basis of the information contained in the final Finnish Prospectus to be issued by the Company in connection with the IPO. Before investing in any shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Finnish Prospectus when published or in the Offering Circular. The information in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor. The information in this announcement is subject to change.
The IPO timetable, including the date of admission of the shares to the official list of the Helsinki Stock Exchange, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the IPO will proceed and that the Listing will occur and you should not base your financial decisions on the Company's intentions in relation to the IPO and Listing at this stage. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the IPO. The value of shares can decrease as well as increase. Potential investors should consult a professional adviser as to the suitability of the IPO for the person concerned.
Carnegie Investment Bank AB, Finland branch, Morgan Stanley & Co. International plc, Skandinaviska Enskilda Banken AB (publ) Helsinki Branch, Jefferies International Limited and OP Corporate Bank plc are acting exclusively for the Company and the selling shareholders and no one else in connection with the contemplated IPO and will not be responsible to any other person for providing the protections afforded to clients of the Managers or for providing advice in relation to the IPO or any other transaction, matter or arrangement referred to in this document.
Lazard & Co., Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to the Company and no one else in connection with the possible IPO and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Lazard & Co., Limited nor for providing advice in relation to the possible IPO or any other matters referred to in this announcement. Neither Lazard & Co., Limited nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard & Co., Limited in connection with this announcement, any statement contained herein or otherwise.
In connection with the contemplated IPO, the Managers and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase securities and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and any other securities of the Company or related investments in connection with the contemplated IPO or otherwise. Accordingly, references to the securities being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, the Managers and any of their respective affiliates acting as investors for their own accounts. The Managers do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Managers, Lazard & Co. Limited nor any of their respective directors, officers, employees, affiliates, advisers or agents or any other person accepts any responsibility, duty or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness or fairness of the information or opinions in this document (or whether any information has been omitted from the document) or any other information relating to the Company, its shareholders, subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith.
Certain figures contained in this document, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this document may not conform exactly with the total figure given.
Terveystalo's financial highlights in the full document attached.
 Operating profit before amortization and impairments.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Terveystalo Oy via GlobeNewswire