Healthcare Industry Quarterly Review – Q3 2014 Contents: M&A Trends Public Market Valuation Metrics Bill Rogers, ICD.D Managing Director & CEO 416‐619‐9120 brogers@cccinvestmentbanking.com Robert Bird, CPA, CA, CFA Managing Director 416‐619‐9117 rbird@cccinvestmentbanking.com Hugh Notman Managing Director 604‐689‐2495 hnotman@cccinvestmentbanking.com Select Company Trading & Operating Metrics Featured Transactions Canadian Announcements Canadian Banking and Private Equity Trends December 2014 Introduction Q3 2014 Welcome to CCC Investment Banking’s Healthcare Industry Review covering the third quarter of 2014. M&A Activity Levels – There were 101 announced or completed North American Healthcare transactions in the third quarter of 2014 which is the industry’s lowest quarterly total dating back to early 2012. This is well below the 121 total deals announced in the previous quarter as well as the 161 deals in Q3 2013. Only two Healthcare sectors saw an increase in deal volume compared to the previous quarter with the Supplies sector increasing the most at 13% followed by Equipment at 5%. The three sectors that experienced significant declines in volume include the Facilities sector which dropped the most by 46% to 15 deals (its lowest quarterly total since 2012) followed by Services at 33% to eight deals (its lowest quarterly total since 2009) and Technology at 12%. The Distribution sector remained unchanged with an identical ten transactions compared to the previous quarter. Overall Canadian M&A activity across all industries decreased to 270 change of control transactions in Q3 2014 which is an 8.5% decrease compared to Q2 2014 but an increase of 17% compared to Q3 2013. Buyer Composition – There were seven announced Healthcare Private Equity (“PE”) deals in Q3 2014 representing 7% of the total deal activity in the quarter. This result matches the quarterly average of 7% in 2013. There were also an additional nine non PE financial transactions while the remaining 85 deals were all completed by strategic acquirers. Canadian Deals – There were seven Canadian‐based Healthcare deals announced in Q3 2014 representing approximately 7% of the North American Healthcare deal activity. This is consistent with the previous two year quarterly average which typically represents between 7% and 10% of the North American Healthcare transaction volume. Public Market Valuations and Profit Margins – The Healthcare market experienced a slight gain in overall market value. The CCC Healthcare Index increased by approximately 2.4% during Q3 2014 which follows a 2.1% increase in Q2 2014. This minimal increase was slightly below the NASDAQ which rose by 3.2% but outgained the S&P/TSX which fell by 1.4%. This can once again be directly attributed to the decrease of trading multiples in four of the six Healthcare sectors. Overall profitability margins, as defined by sector median EBITDA1/Revenue, experienced an increase in the Technology (+1.7%), Supplies (+1.5%), Equipment (+1.2%) and Distribution (+0.2%) sectors. The only sector to witness a decrease involved the Facilities sector (‐0.5%) while the Services sector remained unchanged. Enterprise Value/EBITDA1 multiples in four of the six subsectors experienced a contraction compared to Q2 2014 with the Supplies sector decreasing the most (‐1.8x) followed by Equipment (‐1.0x), Technology (‐0.9x) and Facilities (‐0.3x). The remaining two sectors both generated minor increases with Distribution at (+0.5x) followed by Services at (+0.2x). Thank you, William (Bill) F. Rogers Managing Director and CEO CCC’s Healthcare specialists can help to add value to your business. Please contact Bill Rogers, Rob Bird or Hugh Notman or visit www.cccinvestmentbanking.com. Robert Bird, CPA, CA, CFA Managing Director 1) 2 EBITDA: Earnings before interest, taxes, depreciation and amortization M&A Trends Q3 2014 Healthcare M&A Highlights • 101 majority stake transactions were announced in Q3 2014, compared to 121 in Q2 2014, 138 in Q1 2014 and 161 in Q3 2013. This is the lowest quarterly total dating back to early 2012 and is a decrease of 37% compared to Q3 2013. • Three of the six Healthcare sectors saw a decrease in deal volume compared to the previous quarter. The biggest decrease involved the Facilities sector which dropped by 46% to 15 transactions. This is well below the 2014 first half average of 30 Facility deals. Other declines include Services at 33% and Technology at 12%. Only two sectors increased in deal volume with Supplies increasing by 13% followed by Equipment at 5%. The Distribution sector remained unchanged. • Average transaction value for all deals with disclosed values under US$500M equaled US$62M which is a decrease of 22% compared to US$79M in Q2 2014. This average is just slightly below the 2013 quarterly average of US$66M. Of these deals, there were 11 (or 34% of all reported deals) between US$50M and US$500M. Q3 2014 North American Healthcare Deal Volume by Sector Distribution 10% Technology 37% Q3 12 Q4 12 Equipment 21% 101 Services 8% Annual Annual Q1 13 Q2 13 Q3 13 Q4 13 Q1 14 Q2 14 Q3 14 2012 2013 Technology 30 49 148 30 30 31 37 128 34 43 38 Distribution 11 20 53 10 6 12 11 39 13 10 10 Equipment 31 34 105 29 27 26 28 110 35 20 21 Facilities 38 40 123 20 31 70 40 161 31 28 15 Supplies 6 12 30 6 6 9 10 31 9 8 9 Services 16 20 63 15 14 13 22 64 16 12 8 132 175 522 110 114 161 148 533 138 121 101 Total Facilities 15% Supplies 9% Historical Quarterly North American Healthcare Deal Volume by Size(1) and Geography $80 180 160 140 120 100 80 60 40 20 0 $70 $60 $50 $40 $30 $79 $57 $79 $76 $63 $20 $62 $48 $49 $10 $0 14 10 8 13 9 14 7 161 151 102 12 136 125 100 112 94 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 (1) Average transaction value for all deals with disclosed values under US$500M Canada US Sector Definitions Equipment: Medical equipment, home Healthcare equipment, testing, analyzing and diagnostic equipment, therapeutic devices and dental equipment Distribution: Healthcare equipment and product distribution Facilities: Assisted living facilities CCC’s Healthcare specialists can help to add value to your business. Please contact Bill Rogers, Rob Bird or Hugh Notman or visit www.cccinvestmentbanking.com. 3 Technology: Technology products and services targeting the Healthcare industry Services: Medical laboratories and rehabilitation centres Supplies: Medical consumables, instruments and optical supplies Public Market Valuation Metrics Q3 2014 The charts below show North American Q3 2014 EV/EBITDA and EBITDA/Revenue by sector. Median Q3 2014 LTM EV/EBITDA by Sector #(1) Q2 13 Q3 13 Q4 13 Q1 14 Q2 14 Q3 14 Services Services Facilities Distribution Equipment Supplies Technology 8.9x Facilities 10.4x Distribution 11.6x Equipment 12.0x Supplies 12.2x 12 14 9 58 32 22 8.1x 10.7x 10.2x 10.5x 12.6x 13.8x 0.0x 2.0x 4.0x 6.0x 8.0x 10.0x 12.0x 14.0x 16.0x 7.7x 13.0x 11.7x 13.5x 15.0x 15.5x 8.4x 15.6x 12.6x 13.7x 13.9x 16.5x 8.7x 10.7x 11.1x 13.0x 14.0x 18.1x 8.9x 10.4x 11.6x 12.0x 12.2x 17.2x (1) # of publicly traded companies identified 17.2x Technology 8.1x 11.7x 10.5x 12.1x 12.8x 14.5x 18.0x 20.0x Median Q3 2014 LTM EBITDA/Revenue #(1) Q2 13 Q3 13 Q4 13 Q1 14 Q2 14 Q3 14 Distribution Distribution Facilities Services Technology Equipment Supplies 4.5% Facilities 9.6% Services 14.9% Technology 15.1% Equipment 18.9% Supplies 20.1% 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 14.0% 16.0% 18.0% 20.0% 9 14 12 22 58 32 2.6% 13.2% 14.9% 12.9% 17.8% 20.1% 3.4% 13.8% 14.1% 14.8% 18.0% 19.4% 3.4% 13.8% 14.1% 13.8% 17.4% 20.0% 3.4% 10.9% 14.4% 14.3% 17.0% 19.5% 4.3% 10.1% 14.9% 13.4% 17.7% 18.6% (1) # of publicly traded companies identified 22.0% Below is a chart comparing the CCC Healthcare Index to the performance of the NASDAQ Composite Index and the S&P/TSX Composite Index. This chart depicts the percentage change in the index value from January 1, 2011 to September 30, 2014. 80% 70% 60% 50% 40% 30% 20% 10% 0% ‐10% ‐20% CCC Healthcare Index S&P/TSX Composite Index ‐ Index Value * The index is comprised of 54 Healthcare stocks selected by the CCC Healthcare team CCC’s Healthcare specialists can help to add value to your business. Please contact Bill Rogers, Rob Bird or Hugh Notman or visit www.cccinvestmentbanking.com. 4 4.5% 9.6% 14.9% 15.1% 18.9% 20.1% NASDAQ Composite Index (^COMP) ‐ Index Value Select Company Trading and Operating Metrics Ticker Company Stock Price 30-Sep-14 (US$) Technology NasdaqGS: ATHN TSX:CCT NasdaqGS:CERN NasdaqGS:MDAS NasdaqGS:QSII Total Enterprise Value (TEV) 52 Week High Low Total Debt LTM Revenue Q3 2014 LTM EBITDA EBITDA Margin Total Debt to LTM EBITDA TEV / LTM TEV / LTM Revenue(1) EBITDA(1) (US$ millions) athenahealth, Inc. Catamaran Corporation Cerner Corporation MedAssets, Inc. Quality Systems Inc. $131.69 $206.70 $42.19 $52.62 $59.57 $63.07 $20.72 $26.58 $13.77 $24.15 $97.30 $36.25 $48.39 $19.38 $13.69 $5,107 $9,462 $19,483 $2,035 $713 $213 $1,437 $147 $909 $0 $711 $20,371 $3,181 $692 $462 $59 $806 $841 $207 $41 8% 4% 26% 30% 9% 3.58x 1.78x 0.17x 4.38x ‐ Avg. 7.18x 0.46x 6.12x 2.94x 1.54x 3.65x 86.03x 11.74x 23.15x 9.81x 17.19x 29.58x Becton, Dickinson and Company Boston Scientific Corporation CONMED Corporation Hologic Inc. ResMed Inc. $113.81 $120.66 $11.81 $14.08 $36.84 $50.47 $24.33 $26.75 $49.27 $57.34 $98.30 $11.12 $32.95 $19.25 $41.52 $23,163 $19,552 $1,193 $10,396 $6,301 $3,971 $4,252 $248 $4,302 $376 $8,432 $7,331 $743 $2,509 $1,578 $2,164 $1,638 $124 $888 $483 26% 22% 17% 35% 31% 1.84x 2.60x 2.00x 4.84x 0.78x Avg. 2.75x 2.67x 1.61x 4.14x 3.99x 3.03x 10.70x 11.94x 9.61x 11.70x 13.04x 11.40x ATRION Corp. DENTSPLY International Inc. Haemonetics Corporation Utah Medical Products Inc. West Pharmaceutical Services, Inc. $305.01 $337.25 $252.50 $45.60 $50.99 $42.99 $34.92 $44.20 $29.86 $48.76 $60.89 $44.52 $44.76 $51.12 $39.11 $553 $7,829 $2,087 $174 $3,298 $0 $1,380 $430 $6 $347 $140 $2,957 $935 $41 $1,414 $49 $584 $108 $19 $267 35% 20% 12% 46% 19% ‐ 2.36x 3.96x 0.32x 1.30x Avg. 3.95x 2.65x 2.23x 4.22x 2.33x 3.08x 11.19x 13.42x 19.23x 9.18x 12.38x 13.08x AmerisourceBergen Corporation Cardinal Health, Inc. Owens & Minor Inc. McKesson Corporation PharMerica Corporation $77.30 $79.13 $60.78 $74.92 $77.74 $52.05 $32.74 $38.55 $31.71 $194.67 $200.00 $128.84 $24.43 $30.48 $13.24 $18,078 $1,996 $119,569 $26,325 $4,007 $90,631 $2,192 $766 $9,267 $53,439 $10,572 $161,201 $992 $361 $1,822 $1,374 $2,390 $237 $3,557 $115 1% 3% 3% 2% 6% 1.45x 1.68x 3.23x 2.97x 3.13x Avg. 0.15x 0.29x 0.24x 0.33x 0.54x 0.31x 13.16x 11.01x 9.25x 15.02x 8.61x 11.41x Equipment NYSE:BDX NYSE:BSX Nasdaq:CNMD NasdaqGS:HOLX NYSE:RMD Supplies NasdaqGS:ATRI Nasdaq:XRAY NYSE:HAE NasdaqGS:UTMD NYSE:WST Distribution NYSE:ABC NYSE:CAH NYSE:OMI NYSE:MCK NYSE:PMC Facilities TSX:ACC NYSE:BKD NYSE:CSU NYSE:KND TSX:LW Amica Mature Lifestyles Inc. Brookdale Senior Living Inc. Capital Senior Living Corp. Kindred Healthcare Inc. Leisureworld Senior Care Corp. $8.09 $36.18 $26.89 $26.81 $12.49 $6.09 $25.46 $19.90 $13.13 $9.10 $647 $8,459 $1,222 $2,702 $981 $465 $6,415 $666 $1,497 $558 $128 $2,931 $367 $5,081 $393 $34 $522 $57 $291 $55 26% 18% 15% 6% 14% 13.69x 12.30x 11.70x 5.15x 10.15x Avg. 5.19x 2.89x 3.32x 0.53x 2.50x 2.89x 19.63x 16.21x 21.46x 9.30x 17.84x 16.89x $28.06 $37.97 $16.78 $18.93 $101.75 $108.77 $23.20 $26.00 $60.68 $64.38 $24.13 $7.35 $87.01 $19.69 $50.46 $818 $1,678 $11,186 $485 $12,630 $60 $1,157 $3,015 $65 $3,893 $797 $1,970 $5,936 $690 $7,308 $97 $154 $1,138 $56 $1,397 12% 8% 19% 8% 19% 0.62x 7.50x 2.65x 1.17x 2.79x Avg. 1.03x 0.85x 1.88x 0.70x 1.73x 1.24x 8.41x 10.87x 9.83x 8.69x 9.04x 9.37x $6.16 $32.22 $21.23 $19.40 $12.00 Services * NasdaqGS:BRLI NasdaqGS:GTIV NYSE:LH NasdaqGS:LHCG NYSE:DGX Bio‐Reference Laboratories Inc. Gentiva Health Services Inc. Laboratory Corp. of America Holdings LHC Group, Inc. Quest Diagnostics Inc. Notes: As at September 30, 2014 (1) All trading multiples based upon trading currency Source: Capital IQ * Quarterly Company Featured: Cardinal Health, Inc. Sector: Distribution Location: Dublin, Ohio, United States Website: www.cardinalhealth.com Description: Cardinal Health is a distribution and services company that improves the cost‐effectiveness of Healthcare. The company provides pharmaceuticals and medical products to more than 60,000 locations each day. The company is also a leading manufacturer of medical and surgical products, including gloves, surgical apparel and fluid management products. In addition, the company supports the growing diagnostic industry by supplying medical products to clinical laboratories and operating the nation's largest network of radiopharmacies that dispense products to aid in the early diagnosis and treatment of disease. CCC’s Healthcare specialists can help to add value to your business. Please contact Bill Rogers, Rob Bird or Hugh Notman or visit www.cccinvestmentbanking.com. 5 Featured Transactions Q3 2014 Technology Technology (cont’d) – Quebec‐based TELUS Health Solutions Inc. agreed to acquire Quebec‐based XD3 Solutions Inc. on September 17, 2014. XD3 provides dispensary management software solutions for pharmacists. In a related transaction, TELUS also acquired the Canadian operations of ZRx Prescriber Technology from Zoomed Inc. (TSXV:ZMD) for CAD$6.8M on September 3, 2014. – South Carolina‐based 3D Systems Corp. (NYSE:DDD), a provider of 3D printing centric design‐to‐manufacturing solutions, acquired Cleveland‐based Simbionix USA Corporation from various investors for US$120M in cash on August 28, 2014. Simbionix provides simulation, training and education solutions for medical professionals and the Healthcare industry. – Minnesota‐based provider of information and technology‐ enabled health services Optum, Inc., a subsidiary of United HealthCare Services, Inc., agreed to acquire Texas‐based MedSynergies, Inc. on September 30, 2014. MedSynergies provides physician practice management, revenue management, physician referral management and other business services to physician groups. – Florida‐based manufacturer of medical imaging products and software, Roper Industries, Inc. (NYSE:ROP), acquired California‐ based Strategic Healthcare Programs, LLC, a Web‐based Healthcare technology company, from Level Equity Management, LLC and Cressey & Company, LP on August 26, 2014. – Boston‐based Medical Professional Mutual Insurance Company acquired Maryland‐based ELM Exchange, Inc., a provider of online medical‐legal education solutions for physicians on August 11, 2014. – Louisville‐based health information connectivity and management solutions company ZirMed Inc. acquired Chicago‐ based MethodCare, Inc. on September 25, 2014. MethodCare provides cloud‐based predictive analytics solutions. – San Francisco‐based Practice Fusion, Inc., a provider of cloud‐ based electronic health records for doctors, acquired San Francisco‐based Telethrive, Inc. from various investors on August 6, 2014. Telethrive provides patient‐doctor communication tools. – Nashville‐based Healthcare services provider HCA Holdings, Inc. (NYSE:HCA) agreed to acquire Chicago‐based PatientKeeper, Inc. from various investors on September 23, 2014. PatientKeeper provides Healthcare software applications for clinical and financial workflows to physicians. – Tennessee‐based contract management solutions provider TractManager, Inc., also known as MediTract, Inc., acquired Dallas‐based MD Buyline, Inc. from SFW Capital Partners on August 4, 2014. MD Buyline provides supply chain management solutions to hospitals and Healthcare providers. – Boston‐based MedAssets, Inc. (NasdaqGS:MDAS), a financial and performance Healthcare improvement company, acquired Illinois‐based Sg2, LLC from various investors for approximately US$140M on September 22, 2014. Sg2 offers analytics, consulting and educational solutions to the Healthcare industry. – Alabama‐based Source Medical Solutions, Inc., a provider of ambulatory surgery center and therapy software, acquired Connecticut‐based Encircle Healthcare Management, LLC on July 31, 2014. Encircle provides Web‐based tools to automate communications between Healthcare organizations. – San Diego‐based Golden Hour Data Systems, a provider of integrated solutions for the emergency medical transportation industry, acquired Pittsburgh‐based emsCharts Inc., a provider of electronic Healthcare data collection on September 17, 2014. – U.S. PE firm GTCR, LLC acquired San Diego‐based XIFIN, Inc., a provider of health economics solutions to the Healthcare diagnostics industry, on July 30, 2014. – New Jersey‐based information technology (IT) provider Cognizant Technology Solutions Corporation (NasdaqGS:CTSH) agreed to acquire Colorado‐based TriZetto Corporation from TZ Holdings, L.P. for US$2.7B in cash on September 14, 2014. TriZetto provides IT and service solutions for various Healthcare sectors. – Maryland‐based GetWellNetwork, Inc., a provider of interactive patient care and engagement solutions, acquired Marbella Technologies, Inc. on July 29, 2014. Marbella provides an automated patient‐rounding solution that improves perception‐ of‐care for hospitals. – California‐based Google Inc. (NasdaqGS:GOOGL) acquired medical technology creator Lynx Design, Inc. from Rock Health and others on September 10, 2014. – Minnesota‐based Medtronic, Inc. (NYSE:MDT), a manufacturer of device‐based medical therapies, acquired a 91.43% stake in Houston‐based Visualase, Inc. for US$99M from Eventi Capital Partners on July 28, 2014. Visualase manufactures laser and image‐guided technologies for thermal ablation markets. – Charlotte‐based Premier, Inc. (NasdaqGS:PINC), a Healthcare performance improvement alliance of hospitals and providers, acquired North Carolina‐based Aperke, Inc. for US$48.5M in cash on August, 29, 2014. Aperke provides Web‐based analytics and savings solutions for the Healthcare supply chain. In a related transaction, Premier also acquired Utah‐based TheraDoc, Inc. from Hospira Inc. (NYSE:HSP) for approximately US$120M in cash on September 1, 2014. TheraDoc develops electronic surveillance systems for real‐time injury detection and protection. CCC’s Healthcare specialists can help to add value to your business. Please contact Bill Rogers, Rob Bird or Hugh Notman or visit www.cccinvestmentbanking.com. – New York‐based provider of Web‐based medical information and education Medscape, LLC acquired North Carolina‐based TheraSim, Inc. in July 2014. TheraSim provides a virtual patient simulation platform for the assessment of Healthcare workers. 6 Featured Transactions Q3 2014 Equipment Equipment (cont’d) – Swedish‐based ADDvise Lab Solutions AB (OM:ADDV) agreed to acquire Massachusetts‐based Surgical Tables Incorporated for US$2.55M on September 17, 2014. The deal represents a Total Enterprise Value (“TEV”) to Last Twelve Months (“LTM”) EBITDA of 16.6x and TEV to LTM Revenue of 0.9x. – Minnesota‐based St. Jude Medical Inc. (NYSE:STH), a manufacturer of medical devices for cardiac rhythm management, acquired NeuroTherm, Inc. from various investors for approximately US$200M in cash on August 7, 2014. NeuroTherm manufactures minimally invasive solutions for pain management. – Massachusetts‐based manufacturer of aesthetic treatment systems Cynosure, Inc. acquired New York‐based Ellman International, Inc. from Baird Capital Partners and others for US$13.2M in cash on September 5, 2014. Ellman manufactures surgical devices for medical, dental and veterinary procedures. Assisted Living Facilities and Services – Mississauga‐based Chartwell Retirement Residences (TSX:CSH.UN), an independent real estate investment trust (REIT), acquired Quebec‐based Jardins Notre‐Dame for CAD$21.8M in cash on July 3, 2014. Jardins Notre‐Dame comprises a 151‐suite living retirement residence. – California‐based Veracyte, Inc. (NasdaqGM:VCYT), a diagnostic company in the field of molecular cytology, acquired Massachusetts‐based Allegro Diagnostics Corp. from various investors for US$20.2M on September 4, 2014. Allegro develops genomic tests for diagnosis of lung cancer and lung diseases. – Boston‐based Civitas Solutions, Inc. (NYSE:CIVI), a provider of home and community‐based health and human services to must‐serve individuals, acquired Massachusetts‐based Mass Adult Day Health Alliance on September 29, 2014. – U.S. PE firm RockWood Equity Partners acquired Minnesota‐ based Altimate Medical, Inc. from Invacare Corporation (NYSE:IVC) for US$23M in cash on August 29, 2014. Altimate manufactures standing frames and equipment to improve the quality of life for kids and adults using wheelchairs. – U.S. PE firm Chicago Pacific Founders, a firm specializing in Healthcare investments, acquired a majority stake in Grace Management, Inc. on September 28, 2014. Grace Management provides third‐party senior housing management services. – Ireland‐based Healthcare product manufacturer Covidien plc (NYSE:COV) acquired California‐based Sapheon, Inc. from Main Line Equity Partners, LLC on August 28, 2014. Sapheon develops medical devices for the treatment of venous reflux disease. In a related transaction, Covidien also acquired California‐based medical device company Reverse Medical Corporation from a group of sellers on August 22, 2014. – South Carolina‐based Wilson Senior Care, Inc. acquired South Carolina‐based Loris Rehab and Nursing Center, LLC on September 26, 2014. – University of Pittsburgh Medical Center agreed to acquire Pennsylvania‐based Jameson Health System, Inc. on September 16, 2014. Jameson Health operates as an independent not‐for‐ profit community Healthcare system in Pennsylvania. – German‐based developer of test systems for laboratory and autoimmune diagnostics ORGENTEC Diagnostika GmbH agreed to acquire Colorado‐based medical diagnostic solutions provider Corgenix Medical Corporation for US$15M on August 27, 2014. The deal represents a TEV to LTM EBITDA of 18.1x and a TEV to LTM Revenue of 1.1x. – California‐based REIT HCP, Inc. (NYSE:HCP) and Tennessee‐ based Brookdale Senior Living Inc. (NYSE:BKD) acquired the Florida‐based Freedom Village of Bradenton, LLC, a continuing care retirement community, for US$53M on September 3, 2014. – Pennsylvania‐based Genesis HealthCare, LLC, an operator of skilled nursing centres and senior living communities, agreed to acquire California‐based Skilled Healthcare Group, Inc. (NYSE:SKH) from Onex Corporation (TSX:OCX) and others on August 18, 2014. Skilled Healthcare, through its subsidiaries, operates skilled nursing facilities. – Massachusetts‐based medical device contract manufacturer Tecomet, Inc. acquired Florida‐based 3D Medical Manufacturing, Inc. from various investors on August 22, 2014. 3D Medical manufactures custom medical implants and devices. In a related transaction, Tecomet also agreed to acquire the OEM Solutions business segment of Indiana‐based Symmetry Medical, Inc. (NYSE:SMA), a manufacturer of medical device solutions and surgical instruments, from BlackRock Fund Advisors and others for US$450M in cash on August 4, 2014. The deal represents a TEV to LTM EBITDA of 8.7x and a TEV to LTM Revenue of 1.1x. – U.S.‐based 360 L.L.C. agreed to acquire Philadelphia‐based Deer Meadows Retirement Community in a stalking horse bid for US$30.3M on July 25, 2014. – U.S.‐based Aviv REIT, Inc. acquired two assisted living facilities, one skilled nursing facility and two parcels of land in Massachusetts for US$94.2M on July 10, 2014. – Ohio‐based specialty chemical company The Lubrizol Corporation, a subsidiary of Berkshire Hathaway Inc. (NYSE:BRK.A), acquired Wisconsin‐based medical device contract manufacturer Vesta Inc. from RoundTable Healthcare Management, LLC on July 31, 2014. CCC’s Healthcare specialists can help to add value to your business. Please contact Bill Rogers, Rob Bird or Hugh Notman or visit www.cccinvestmentbanking.com. – U.S.‐based NorthStar Healthcare Income, Inc. acquired Four Senior Living Facilities in Long Island, New York from Five Long Island Properties, LLC for approximately US$130M on July 7, 2014. 7 Featured Transactions Q3 2014 Distribution Services (cont’d) – Quebec‐based manufacturer and distributor of accessibility equipment Savaria Corporation (TSX:SIS) acquired Ontario‐based Silver Cross for CAD$4.7M on September 11, 2014. Silver Cross sells and distributes new and recycled accessibility equipment for the Healthcare industry. – An unknown buyer offered to acquire Atlanta‐based Gentiva Health Services Inc. (NasdaqGS:GTIV) for approximately US$640M on July 17, 2014. Gentiva provides home health, hospice and community care services in the U.S. The deal represents a TEV to LTM EBITDA of 11.9x and a TEV to LTM Revenue of 0.9x. – California‐based Healthcare company ALPHAEON Corporation agreed to acquire Ontario‐based Clarion Medical Technologies Inc. for US$55M in cash and stock on September 8, 2014. Clarion distributes aesthetic, ophthalmic and surgical products for hospitals and clinics in Canada. – Florida‐based NeoGenomics, Inc. (NasdaqCM:NEO), an operator of cancer‐focused testing laboratories, acquired California‐ based Path Logic, Inc. for US$5.9M on July 8, 2014. Path Logic provides anatomic pathology services in the U.S. and reported revenues of approximately US$10M in 2013. – Ontario‐based medical and surgical product distributor Canadian Hospital Specialties Ltd. acquired Montreal‐based Inter V Medical Inc. from Entrepreneur Capital Inc. on September 3, 2014. Inter V distributes medical products to hospitals in Canada. – Memphis‐based Shelby Residential and Vocational Services, Inc. acquired Memphis‐based Special Kids and Families, Inc., a family‐centered early intervention program, on July 9, 2014. – Memphis‐based gas and medical equipment supplier nexAir LLC acquired Atlanta‐based Cal East Company, Inc. on September 2, 2014. Cal East distributes medical gases and supplies to dentists and other medical professionals. – Washington‐based Incyte Diagnostics, a provider of anatomic diagnostic services, acquired Seattle‐based Accupath Laboratory Services, Inc. on July 3, 2014. Accupath provides clinical and anatomic pathology services. – U.S. PE firm Graham Partners acquired Utah‐based HemaSource Holdings, LLC from various investors on July 24, 2014. HemaSource distributes medical disposable products and selected items that are used in blood therapies markets. Supplies – U.S. PE firm Wind Point Partners acquired Minnesota‐based Vision‐Ease Lens, Inc. from Insight Equity and Rosewood Private Investments on September 17, 2014. Vision‐Ease manufactures and sells ophthalmic lenses. – Wisconsin‐based manufacturer of continuous passive motion equipment and related devices Kinex Medical Company, LLC acquired Wisconsin‐based Advanced Bracing Plus, LLC and Arakansas‐based Isokinetics Inc. in the third quarter of 2014. Advanced Bracing supplies non‐invasive medical equipment and Isokinetics sells consumer and professional medical products. – Former Alere Inc. executives, led by ex‐CEO Ron Zwanziger, have made an offer to acquire the remaining 95.83% stake in Alere Inc. (NYSE:ALR) for US$3.6B in cash on September 15, 2014. Alere provides point‐of‐care diagnostics and supplies for cardiology, infectious disease, toxicology and diabetes. The deal represents a TEV to LTM EBITDA of 13.8x and TEV to LTM Revenue of 2.6x. Services – Louisville‐based PharMerica Corporation (NYSE:PMC), an institutional pharmacy services company, acquired Illinois‐based Millennium Pharmacy Systems, Inc. from various investors on September 26, 2014. Millennium provides pharmacy services for the long‐term care industry. – U.S.‐based PE firm LDI Ltd., LLC acquired Minnesota‐based UltiMed, Inc. on August 29, 2014. UltiMed, doing business as Ulticare, manufactures medical supplies for use in clinics, nursing homes and flu clinics in the U.S. and internationally. – California‐based medical device manufacturer Amsino International, Inc. acquired the Receptal Line of Products from Hospira Inc. (NYSE:HSP) on August 15, 2014. The line of products comprises suction medical products. – U.S. PE firms Longitude Capital Management Co., LLC and NovaQuest Capital Management, L.C.C., acquired California Cryobank on August 19, 2014. California Cryobank operates as a sperm bank providing reproductive tissue, donor semen, private reproductive tissue storage and andrology services. – Ohio‐based Nordson Medical Corporation, a subsidiary of Nordson Corporation (NasdaqGS:NDSN) and a manufacturer of biomaterial delivery systems and tubing components, acquired California‐based Avalon Laboratories Holding Corp. from American Capital Equity Management LLC , American Capital, Ltd. (NasdaqGS:ACAS) and others for US$180M on August 11, 2014. Avalon engages in the development and manufacture of medical devices and supplies for surgical and minimally invasive procedures worldwide. – Maryland‐based Professional SportsCare & Rehab acquired Southern Delaware Physical Therapy and Maryland‐based Professional SportsCare & Rehab on August 4, 2014. Following these acquisitions, Southern Delaware Physical Therapy, Maryland SportsCare & Rehab, Professional Physical Therapy & SportsCare, Professional SportsCare & Rehab and Littlestown Physical Therapy & SportsCare are merging to form Pivot Physical Therapy. CCC’s Healthcare specialists can help to add value to your business. Please contact Bill Rogers, Rob Bird or Hugh Notman or visit www.cccinvestmentbanking.com. 8 North American Announcements & Trends Canadian Organ Transplants Q3 2014 Organs Required by Canadians in 2012 • 2,225 organ transplants were made in Canada in 2012 (most up to date annual statistics), up almost 5% over 2011. • Deceased donors totaled 540 compared to 539 live donors, making 2012 the first year where deceased donors outnumbered live ones. • Between 2003 to 2012, the rate of deceased organ donors has risen by 17%. • Deceased donors can actually provide up to eight organs, while a living donor can provide only one. • There were 15.5 deceased organ donors in Canada per million population in 2012, compared to 26 per million in the U.S. and 36 per million in Spain, the country with the highest donation rate. • 232 Canadians died waiting for an organ transplant in 2012, while 4,612 were waiting for organs at the end of the year. • By the end of 2012, there were more than 41,000 people living with end‐stage kidney disease, 42% with a kidney transplant and 58% on dialysis. • The Canadian Institute for Health Information states that transplants improve outcomes and quality of life for patients compared to dialysis, and they also have a cost benefit (e.g. a person living with a kidney transplant costs the Healthcare system approximately $50,000 less). Source: The Canadian Press (December 2014), Canadian Institute for Health Information Donations and Needs Lungs Heart 15 69 194 164 183 329 Kidneys Liver 62 84 1,358 494 492 3,428 17,438 Canadians had a working kidney transplant Waiting List Deaths While Waiting Taxes Paid by Canadian Families for Public Health Insurance in 2014 • A recent study performed by the Fraser Institute (using data from Statistics Canada and the Canadian Institute for Health Information) examined the amount of taxes Canadian families will pay for public health insurance in 2014 and their increase over the past decade. The study is aimed to allow Canadians to understand exactly how much Healthcare personally costs them. • According to the study, Canadian families will pay on average between $3,592 to $11,786 for public health insurance in 2014, depending on the size of their family. • Over the past 10 years, Healthcare insurance for the average Canadian family has increased: • 1.5 times faster than average income. • 1.3 times as fast as the cost of housing. • 1.6 times as fast as clothing costs. • More than three times as fast as the cost of food. • As for the average cost for public health insurance among different income groups: • the 10% of families with the lowest income will pay an average of $523 for public health insurance in 2014. • the 10% of families with an average income of $57,818 will pay an average of $5,522 in 2014. • families in the top 10% of income earners will pay $37,239 for public health insurance in 2014. • The average single Canadian earning $42,000 will pay $4,381 for public health insurance in 2014. Source: Fraser Institute (July 2014), Statistics Canada, Canadian Institute for Health Information CCC’s Healthcare specialists can help to add value to your business. Please contact Bill Rogers, Rob Bird or Hugh Notman or visit www.cccinvestmentbanking.com. 9 23,814 on dialysis Transplants Canadian Banking and Private Equity Trends Q3 2014 We are including some general Canadian PE and banking trends. Although some of the trends may not be specific to Healthcare, they are a barometer of M&A and financing activity in the general Canadian mid‐market. Current Canadian Debt Terms • Lenders continue to aggressively deploy capital into high quality deals. Outside of the quality of the borrower, lenders differentiate deals by size, relationship & sponsored vs. standalone transactions. • Incumbent lenders will often significantly improve their pricing and terms in competitive refinancing situations. • Large mid‐market deals can receive up to 4.25x (senior) / 6.00x (total) Debt / EBITDA; “typical” mid‐market financings are up to 3.00x‐3.75x senior / 4.25x‐4.75x total Debt / EBITDA range. Senior debt is now up to 50%‐65% of the capital structure. • Senior pricing is at Bankers’ Acceptance (1.25% on 17/12/14) + 1.50%‐3.50% at moderate to high leverage. Mezzanine pricing is at 12%‐17% total rate of return. • Conventional senior debt will have a 3‐7 year amortization with a 3‐5 year term. Mezzanine debt is normally a “bullet” with a 3‐5 year term. North American Private Equity (“PE”) Trends Healthcare • PE firms participated in seven North American M&A transactions related to the Healthcare sector in Q3 2014 which is once again slightly lower than the 2013 quarterly average of ten. This results in a 12% decrease compared to both Q2 and Q1 2014 (eight transactions in both quarters) as well as a decrease of 36% compared to Q3 2013 (11 transactions). There were an additional nine non PE financial transactions. General • Overall Canadian buyout and PE transactions across all industries decreased slightly in Q3/14. Control‐stake acquisitions, minority investments and other PE deals (announced and completed) totaled 94 transactions. This is a decrease of 9% compared to Q2/14 but an increase of 40% year over year. • The amount of disclosed transaction volume (announced and completed) totaled CAD$19.8B in Q3/14, due primarily to the CAD$12.5B merger of Tim Hortons with 3G Capital‐backed Burger King Worldwide Inc., one of the largest international buyout deals so far this year. Even without the Tim Hortons transaction, buyout and PE funds totaled CAD$7.3B for the quarter which greatly exceeds the CAD$1.2B that was reported for the same period in 2013. • For the first nine months of 2014, the majority of Canadian transactions were based in Quebec (45%) followed by Ontario (23%) and Alberta (19%). Once again because of the Tim Hortons‐Burger King deal, Ontario moved into first spot when it comes to disclosed values. The province took 59% of all disbursements followed by Alberta with 21% and Quebec 15%. • U.S. PE deal making continued to increase in the first nine months of 2014 with disclosed values totaling close to US$100B which is up 3% year over year. Sources: Canadian Venture Capital & Private Equity Association Thomson Reuters CCC’s Healthcare specialists can help to add value to your business. Please contact Bill Rogers, Rob Bird or Hugh Notman or visit www.cccinvestmentbanking.com. 10 CCC Investment Banking Q3 2014 About CCC Investment Banking Established in 1975, CCC is Canada’s leading independent middle market investment bank. CCC has a specialization in the North American Healthcare Industry. CCC provides advisory services in: Mergers & Acquisitions Management Buy‐outs Divestitures Financing Strategy and Placement Restructurings Strategic Reviews Valuations and Fairness Opinions CFI Network Contact Us – CCC is the exclusive Canadian member of Corporate Finance International (“CFI”), a global network of leading independent middle‐market investment banking firms with members or partners in North America, Western & Eastern Europe, Asia and South America – To find out how CCC can add value to your business, please contact our Healthcare coverage team: Bill Rogers, Managing Director and CEO • 416‐619‐9120 • brogers@cccinvestmentbanking.com – CFI specializes in cross‐border transactions and has significant experience in the Healthcare sector Rob Bird, CPA, CA, CFA, Managing Director • 416‐619‐9117 • rbird@cccinvestmentbanking.com Hugh Notman, Managing Director • 604‐689‐2495 • hnotman@cccinvestmentbanking.com We welcome your feedback. Let us know what you’d like to see in our next quarterly review. For more information on CCC, please visit: www.cccinvestmentbanking.com. Please see information on CFI’s Healthcare experience on our website. This market overview is not an offer to sell or solicit an offer to buy any security. It is not intended to be directed to investors as a basis for making an investment decision. This market overview does not rate or recommend securities of individual companies, nor does it contain sufficient information upon which to make an investment decision. The information provided in this market overview was obtained from sources believed to be reliable, but its accuracy cannot be guaranteed. It is not to be construed as legal, accounting, financial, or investment advice. Information, opinions, and estimates reflect CCC’s judgment as of the date of publication and are subject to change without notice. CCC undertakes no obligation to notify any recipient of this market overview of any such change. The charts and graphs used in this market overview have been compiled by CCC solely for illustrative purposes. All financial data and transaction summaries were collected from Capital IQ. This market overview is not directed to, or intended for distribution to, any person in any jurisdiction where such distribution would be contrary to law or regulation, or which would subject CCC to licensing or registration requirements in such jurisdiction. CCC’s Healthcare specialists can help to add value to your business. Please contact Bill Rogers, Rob Bird or Hugh Notman or visit www.cccinvestmentbanking.com. 11 Toronto Office 150 King Street West, Suite 2020, PO Box 20 Toronto, Ontario M5H 1J9 T: 416 599 4206 F: 416 599 9250 Vancouver Office 450 – 400 Burrard Street Vancouver, B.C. V6C 3A6 T: 604 689 2495 www.cccinvestmentbanking.com
© Copyright 2024