Universal Marine Medical Supply International acquires Legaay Medical Group

Name of the deal:           Universal Marine Medical Supply International acquires Lagaay Medical Group
Date announced:            Announced on April 7th, 2025  Closed on April 17th, 2025.
Date closed:                      Announced on April 7th, 2025  Closed on April 17th, 2025.
Published value:              42 million
Buyer(s):                             Universal Marine Medical Limited
Target:                                 Lagaay Medical Group B.V.
Seller:                                  B&S Group S.A.

Involved firms and advisors
Involved firms and advisors buy side:
Loyens & Loeff (legal & tax) and Sidley Austin LLP (legal, NY office) for the buyer, Jones Day (legal) for the buyer’s financier

Involved firms and advisors target:
Van Doorne (legal & tax) as lead counsel for B&S Group (management and majority selling shareholder), AKD (legal) for Lavande (management and minority selling shareholder)

Involved firms and advisors sell side:
Van Doorne (legal & tax) as lead counsel for B&S Group (management and majority selling shareholder), AKD (legal) for Lavande (management and minority selling shareholder)

Pitch

Deal Outline
B&S Group S.A. (“B&S”), a Luxembourg-based multinational in premium consumer goods listed on Euronext Amsterdam, divested 100% of the shares in Lagaay Medical Group B.V. (“LMG”) to Universal Marine Medical Limited (“Unimed”), backed by affiliates of ZCG Private Equity, the private equity arm of ZCG, a privately held global investment firm.

Why This Deal Should Win the Award for Best Deal Small-Cap 2025
About Universal Marine Medical Supply International (UMMSI)
A U.S.-based global provider of medical supplies, pharmaceuticals, and equipment for the maritime, offshore, and remote industries. The company offers customized healthcare logistics and support services to ships, oil rigs, and remote facilities worldwide, ensuring medical compliance and availability in challenging environments.

About Lagaay Medical Group
Headquartered in the Netherlands, specializes in medical supply, distribution, and health services for the maritime, offshore, and industrial sectors. The group includes Lagaay Medical Rotterdam and associated entities, known for their strong European network and expertise in maritime healthcare solutions.

About B&S Group S.A. (“B&S”)
A Luxembourg-based multinational in premium consumer goods listed on Euronext Amsterdam, divested 100% of the shares in Lagaay Medical Group B.V. (“LMG”) to Universal Marine Medical Limited (“Unimed”), backed by affiliates of ZCG Private Equity, the private equity arm of ZCG, a privately held global investment firm.

LMG, part of B&S’s Health segment, is a Rotterdam-based distributor of pharmaceuticals and medical devices to the maritime and offshore industries, serving vessels, platforms, and remote sites in more than 100 countries. The divestment formed part of B&S’s strategic transformation toward a more focused and accountable segment structure, designed to unlock shareholder value through the sale of non-core operations. The transaction was announced concurrently with the management buy-out of B&S’s non-core liquor business, requiring dual-track execution, meticulous coordination, and consistent communication under the direct supervision of B&S’s CEO, CFO, executive committee, and board of directors.

Complexity
This transaction was exceptionally complex, both legally and operationally. It required the carve-out of a regulated healthcare distribution business from a listed multinational group while managing multi-jurisdictional regulatory, governance, and operational risk across the Netherlands, Luxembourg, the United States, the UAE, Greece, and England. Van Doorne N.V. led all legal aspects on behalf of B&S, including drafting and negotiation of the Share Purchase Agreement, competition and healthcare compliance, the structuring of a secured vendor loan, and cross-border coordination across multiple legal systems.

The transaction also required intricate separation planning, transitional services arrangements, and governance alignment with B&S’s listed-company obligations, including board approvals, capital markets disclosures, and analyst communications. The simultaneous management buy-out of B&S’s liquor division further amplified the strategic and legal complexity, requiring synchronised announcements to the capital markets and parallel closing processes under strict confidentiality and regulatory oversight.

Achieving fully synchronised deal announcements was no easy feat and exemplified the perseverance, coordination and commitment of all deal teams involved. To enable both transactions to be announced simultaneously to the market, the signing of the Lagaay Share Purchase Agreement and publication of the press release had to occur before the opening of the capital markets on Monday morning. This required an extraordinary weekend effort, with advisors and executives negotiating continuously through the night. The teams ultimately reached agreement at 7:00 a.m. Amsterdam time, allowing the official deal announcement to be released at 8:00 a.m., moments before market opening. This “all-nighter” symbolised the exceptional determination and collaborative spirit that defined the entire process and underscored the professional excellence required to deliver a flawless execution under extreme time pressure.

Innovation
A hallmark of this deal was its innovative funding structure. To facilitate the acquisition, B&S provided a bespoke, secured vendor loan tailored to align with the purchaser’s financing framework while meeting B&S’s capital markets and liquidity requirements. This structure balanced the buyer’s financing needs with B&S’s risk appetite, combining regulatory compliance with financial creativity rarely seen in the small-cap segment. The loan, backed by cross-border guarantees and negotiated covenants, enabled closing under tight market conditions and showcased large-cap sophistication within a mid-market transaction.

Leadership
Authentic, decisive leadership defined the process. B&S’s executive team, supported by Van Doorne’s boardroom-level strategic counsel, managed simultaneous divestments while maintaining transparency with stakeholders and investors. The transaction reflected B&S’s long-term vision of creating a focused, accountable structure and demonstrated the company’s ability to execute under scrutiny. Van Doorne’s role extended beyond technical execution — advising the CEO, CFO, and board on risk, governance, and stakeholder engagement at each stage.

The seamless coordination of multiple advisors and jurisdictions – Van Doorne (lead counsel to B&S, Amsterdam), AKD (for the minority seller, Amsterdam)), Loyens & Loeff (Amsterdam, London and New York) and Sidley Austin LLP (New York) (both for the buyer), and Jones Day (for the buyer’s financier, Amsterdam) – reflected exceptional leadership, not only from B&S but across the entire advisory ecosystem, ensuring integrity, precision, and business continuity throughout the process.

Stakeholder impact
The transaction’s impact extended well beyond shareholders. It safeguarded employment, preserved vital pharmaceutical supply chains serving the global maritime and offshore sectors, and ensured continuity for customers operating in health-critical environments. The sale to Unimed, backed by ZCG Private Equity, secured LMG’s long-term growth under a healthcare-focused investor while allowing B&S to sharpen its core focus.  The transaction was well-received by investors and media, underlining its value-accretive, socially responsible nature.

Why this deal deserves to win
The sale of Lagaay Medical Group B.V. embodies the spirit of the M&A Award Best Deal Small Cap 2025: strategic clarity, innovative financing, cross-border excellence, and authentic leadership delivering tangible stakeholder and societal value. It showcases how small-cap M&A — when executed with precision and purpose — can achieve transformational results, strengthen corporate resilience, and demonstrate that great deals are defined not by size, but by strategy, skill, and impact.

Impact of This Deal on the Company
For Lagaay Medical Group B.V. (“LMG”), the transaction marks a transformative milestone. By joining Unimed, backed by ZCG Private Equity, Lagaay transitions from a division within a listed multinational to an independent, healthcare-focused company with direct access to sector expertise and broader investment capital.

The sale enables Lagaay to fully concentrate on its core mission: supplying pharmaceuticals and medical devices to the maritime, offshore and remote-site sectors. Under its new ownership, Lagaay benefits from broader market access, advanced logistics infrastructure, and enhanced procurement capabilities, allowing the company to accelerate growth and innovation.

Operational continuity was fully preserved — leadership, employees, and customer relationships remained intact — while the transaction reinforced morale and stakeholder trust. Supported by Unimed’s global network, Lagaay is now better positioned to serve its clients worldwide and invest in further enhancement of the product and service portfolio.

Overall, the deal empowers Lagaay to pursue its next phase of focused, sustainable expansion and strengthens its role as a global healthcare logistics leader serving essential industries worldwide.

Impact of This Deal on Direct Stakeholders
The transaction generated meaningful value for all direct stakeholders — shareholders, management, employees, customers, and strategic partners.

For B&S Group S.A., the divestment of Lagaay Medical Group B.V. (LMG) delivered on its commitment to create a more focused and accountable segment structure, unlocking shareholder value and reinforcing investor confidence in its leadership and capital discipline.

For Lagaay Medical Group, the sale to Unimed, backed by ZCG Private Equity, provided the financial backing, autonomy, and sector expertise needed to accelerate growth and strengthen its market position. Employees gained long-term stability and renewed career opportunities within a healthcare-focused environment, while management retained continuity and operational control under a supportive investor.

Customers and suppliers benefited from uninterrupted operations and access to an expanded global network, ensuring reliable supply of pharmaceuticals and medical devices to critical industries.    Overall, the transaction achieved a balanced outcome — strategic focus for B&S, growth potential for Lagaay, stability for employees, and continuity for clients — exemplifying a deal that created shared, sustainable value for all direct stakeholders.

Impact of This Deal on Society
The sale of Lagaay Medical Group B.V. to Unimed, backed by ZCG Private Equity, delivers a clear and positive societal impact by strengthening global access to essential healthcare supplies in remote and high-risk environments. Lagaay plays a vital role in ensuring that seafarers, offshore workers, and humanitarian operations receive timely delivery of life-saving pharmaceuticals and medical equipment in over 100 countries.

Through this transaction, the company gains the resources and strategic focus to expand its reach, enhance supply-chain resilience, and improve regulatory compliance, thereby contributing directly to global health and safety standards. The deal safeguards employment in the Netherlands and abroad, supports sustainable logistics operations, and fosters continued innovation in the responsible distribution of medical products.

Most Complex Aspect of This Deal
The most complex aspect was the simultaneous execution of two divestments by a listed multinational under strict market disclosure rules. The sale of Lagaay Medical Group B.V. required the carve-out of a regulated, multi-jurisdictional healthcare business across six countries and the structuring of a bespoke secured vendor loan that balanced regulatory compliance with B&S’s capital markets obligations. Achieving synchronised deal announcements added further intensity: negotiations continued through the weekend, concluding with signing at 7:00 a.m. Amsterdam time and public disclosure at 8:00 a.m., moments before market opening — a testament to precision, perseverance and cross-border executional excellence.