October 23, 2020

Milbank Advises NuCom on the Sale of Windstar Medical Group

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The ProSiebenSat.1 subsidiary NuCom Group, in which General Atlantic is a minority investor with a 28.4% stake, is selling all of its 92% shares in WindStar Medical Holding to Oakley Capital. At the same time, the financial investor is also acquiring the remaining 8% of the minority shareholders. The underlying enterprise value of WindStar Medical amounts to €280 million with expected revenues of €127 million and an adjusted EBITDA of €21 million in 2020. This corresponds to an adjusted EBITDA multiple of 13.6.

WindStar Medical is one of the leading suppliers of health products in Germany. The company develops and distributes high-quality medical products and over-the-counter medicines for drugstores, supermarkets and pharmacies. The company's portfolio includes successful healthcare brands such as SOS, GreenDoc and BodyMedica. In addition, Windstar Medical advises companies on the selection of their range of over-the-counter medical products and manages a large number of private labels.

Since 2016 WindStar Medical has been part of ProSiebenSat.1 and was reclassified in 2018 under the NuCom Group, which is majority-owned by ProSiebenSat.1 and General Atlantic as a minority investor. Through the establishment and expansion of the brand business and the successful use of TV advertising, the company has considerably expanded its market position and significantly increased the brand awareness of its products. To further strengthen this brand awareness in the future, a multi-year advertising partnership with WindStar Medical was concluded as part of the transaction. In recent years, the Group has also supported the development of WindStar Medical by digitizing the business, establishing new distribution channels and by acquiring the OTC brand Zirkulin. In this way, the company has increased its sales by around 80% from €70 million in 2016 to around €127 million in 2020 (expected). Taking into account the acquisition of Zirkulin, the value of the company increased by 2.4x during this period.

The Milbank team advising the NuCom Group is led by partner Martin Erhardt (Corporate/M&A, Munich) and includes Thomas Kleinheisterkamp (Tax, Munich) and Alexander Rinne (Antitrust, Munich); special counsel Michael Pujol (Corporate/M&A, Munich) with associates Sebastian Reiner-Pechtl, Josef Wittmann, Johannes Rogge-Balleer (all Corporate/M&A, Munich) and Dr. Nils Bremer (Antitrust, Munich).

The ProSiebenSat.1 Media SE in-house team is led by Alexander von Voß (Chief Legal Officer), Anne Meckbach (Director Legal M&A), Thomas Grünwald (Associate Legal Counsel), Elena Peric (Director Antitrust).