Pitch Best Small Cap Deal 2022: CORIUS – Mauritskliniek

Name of the deal: CORIUS, backed by Ufenau Capital Partners, acquires Mauritskliniek from Holland Capital 
Date announced: 16 September 2022 
Date closed: September 2022 
Published value: 5 – 50 million euros 
Buyer(s): CORIUS, backed and owned by Ufenau Capital Partners 
Target: Mauritskliniek 
Seller: Holland Capital 

 Involved firms and advisors 

Involved firms and advisors buy side:  
Alvarez & Marsal (Financial Due Diligence and Tax Advisory), Hogan Lovells (Legal advisory Corporate M&A), Ufenau Capital Partners (Private Equity Management) 

Involved firms and advisors target:  
Vondel Finance (M&A Advisory), HSA Lawyers (Legal Advisory Corporate M&A), Holland Capital (Private Equity Management) 

Involved firms and advisors sell side:  
Vondel Finance (M&A Advisory), HSA Lawyers (Legal Advisory Corporate M&A) 

Pitch  

Brief description deal / Deal outline  
After the unexpected blocking by the ACM of the sale of Mauritskliniek to Bergman Clinics, Holland Capital decided to bring the company to market again. Given the previous experience, key requirements for a transaction were a swift and secure process within a short time-frame, minimizing the impact on the organisation. While international M&A in this field has been limited to date, we were able to attract significant international interest in the business, realising a very competitive process up to the end, finding the best possible partner for the company. 

Why should this deal win the Award for Best Deal Small-Cap 2022?  
Coming out of an unexpected failure to close the transaction with Bergman Clinics due to the blocking by the ACM, Holland Capital decided to pick up the process early 2022. Key requirements for the transaction were 1) speed, 2) deal certainty, and 3) optimal set of transaction details. Vondel Finance saw an opportunity to market this business internationally, where transaction multiples are typically higher than in-country deals in this field. Targeting a relatively small number of potential buyers in The Netherlands and abroad, Vondel Finance communicated the key requirements throughout the process to potential buyers and was able to set up a very competitive process within tight timelines. It is rare that a process follows the initially planned timelines, and in this case the transaction team (Vondel – Holland Capital – company team) has been able to execute entirely within the planned timelines, realising the signing of the transaction before the summer holidays.  

Given the experience with Bergman, deal certainty was another key requirement. In order to minimise regulatory risks, we added the former head of Healthcare from the ACM to the team, to make sure that these potential risks were mitigated as much as possible. This helped in the selection of the right potential buyers throughout the process and be prepared for the post-signing process with the Dutch Healthcare Authority. Other key items related to deal certainty were the focus on no financing requirements and the attraction of a W&I insurance.  

Attracting a W&I insurance given the size and sector was not a given but was ultimately successfully attracted. Finally, the competitive process with a handful of very keen potential buyers helped to maintain full pressure on terms and timelines, realising a successful outcome for both the Sellers and the Buyer. 

Deal rationale:  
Ufenau Capital has been owning the Corius Gruppe since 2016, and through buy & build grew this business into the largest dermatology chain in Germany and Switzerland. Early 2022, Ufenau put this business into a continuation fund with significant means available to grow this business into the European market leader in Dermatology. At the same time, Ufenau Capital also broadened its investment scope to the Benelux countries and hired a new head for these markets. These circumstances and a very similar model between Corius Gruppe and Mauritskliniek proved to be an optimal fit. The operational improvements and the addition of Kliniek Veldhoven done by Holland Capital throughout the holding period formed a good basis to bring Mauritskliniek to the next level with the addition of the high level of scientific expertise within Corius Gruppe and its ability to train dermatology professionals within its own hospital in Germany. The Mauritskliniek team was really proud to have found such a high-quality partner for its next phase of growth. 

What is the impact of this deal for the company?  
Mauritskliniek has grown to the leading independent chain of Dermatology and Cosmetic Surgery chains in the Netherlands. In a competitive labour market, becoming part of Corius will help them attract new talent in order to continue its growth in number of treatments. In addition, Corius Gruppe is a brand that stands for the highest quality in dermatology in Europe. Mauritskliniek can benefit from the scale and scientific know-how within the group to boost its position as the leading dermatology clinic in The Netherlands. Furthermore, the financial muscle of Ufenau Capital will give the company the opportunity to further grow the business through buy & build. Finally, further professionalisation based on best practices in Germany and Switzerland can be implemented to bring it to the next level. 

What is the impact of this deal for the direct stakeholders?  
All stakeholders – doctors, medical support staff, clients, insurers – will benefit from the combination of the financial muscle of Ufenau and the high quality of Corius Gruppe in the field of dermatology. Doctors have the opportunity to work with the best in their field in an international context, medical support staff has the opportunity to learn from best practices in the German market, clients will benefit from increased investment into the company in all aspects (larger team, best practices, better training, etc), and insurers will also be happy about the long-term commitment from Ufenau Capital in growing and further improving the dermatology activities in the Netherlands. 

What is the impact of this deal on society?  
The fact that Corius Gruppe as the market leading player in dermatology in Germany has chosen Mauritskliniek as the platform for international expansion into the Benelux, is a big thing for society. This will bring expertise to the country becoming available to a much larger group of patients than before, significantly improving the quality of life for the growing number of dermatology patients in the ageing society of the Netherlands. As a long-term shareholder in Corius Gruppe, Ufenau will also bring long-term and stable investment in this field, which will provide great benefit to society. 

What was most complex about this deal?  
The complexity in this deal was coming out of a failed transaction and executing the transaction in a way that it would provide an optimal and predictable outcome while minimizing disruption on the company's team. Within a four-month period, the deal team has been able to gather the required information, bring together a high-quality set of bidders, retain competition throughout the process with a group of private equity and international bidders, provide maximum deal certainty, and sign the transaction before the summer holidays with an outcome that was significantly better than the original deal with Bergman.