Dedalus Holding S.p.A. agreed to acquire HealthCare IT Business from Agfa-Gevaert NV for an enterprise value of approximately €980 million.
January 28, 2020
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Dedalus Holding S.p.A. entered into a share purchase agreement to acquire HealthCare IT Business from Agfa-Gevaert NV for an enterprise value of approximately €980 million on January 29, 2020. The consideration subject to regular working capital and net debt adjustments. Three Hills Capital Partners will partially finance the transaction. The proposed transaction is subject to customary employees’ consultations, regulatory approvals and closing conditions. As per announcement of March 11, 2020, the parties received all regulatory approvals and all employee consultation requirements have been met. It is expected that, upon positive conclusion of the negotiations, the transaction will be completed in the second quarter of 2020.
JP Morgan acted as exclusive financial advisor to Agfa-Gevaert NV. BNP Paribas, UBS, Banca IMI acted as financial advisors, EY Parthenon acted as commercial due diligence provider, KPMG acted as financial, tax, operational due diligence provider and Tech Economy acted as technology due diligence to Dedalus. Rothschild acted as debt advisory provider to Dedalus.
Filip Lecoutre, Koen Geerts, Eric Pottier, Jean-Pierre Blumberg, Koen Geerts, Natalie Ackermann-Blome, Julia Rupp, Maximilian Zahn, Sebastian Klingen, Dorothee Barg, Timon Grau, Jana Hager, Ingemar Kartheuser, Thomas Seidensticker, Philipp Oehlerking, Lisa Katharina Bauer, Yasmin Weber, Bolko Ehlgen, Ludovic Meeus, Farah Hadj Mehend, Sari Corrijn, Thibaud Troublaïewitch, Wouter Verhoeye, Bernd Meyring, Marianna Frison-Roche, Claire Geraci, Thierry L'Homme, Dobrochna Cieslik, William Leslie, Vincent Gerlach, Emma Ottoy, Louis Detry, Tom De Coster, Tim Dupont, Cédric Vigneron, An-Sofie Van Hootegem, Rodolphe Cartuyvels, Tai Vivatvaraphol, Benjamin Prévost, Valérie Heremans, Guillaume Croisant, Guillaume Couneson, Laura Mylemans, Jean Fau, Luc Vanaverbeke, Li-Yu Tu, Aurélie De Meester, Charles-Antoine Leunen, Anastasia Koutra, Evita Bassot, Alinna Hu, Jacques Mazé, Pieter Van Den Broecke, Victor Burki, Géric Clomes, Nele Van Kerrebroeck, Francis Wijnakker, Wannes Vandenbussche and Philippe Jonckheere of Linklaters acted as legal advisors to Agfa-Gevaert NV.
Charles Adams and Ferdinando Poscio, Gioacchino Foti, Carlo Galli, Olaf Mertgen, Cord von Mandelsloh, Steffen Schellschmidt, Michael Dakin, Pierre-Benoit Pabot du Châtelard, Paolo Sersale, Filippo Isacco, Luciano Di Via, Carlo Galli of Clifford Chance LLP acted as legal advisors for Dedalus Holding S.p.A.
Agfa-Gevaert NV is one of the world leaders in the design, manufacturing, and marketing of imaging systems and products. Net sales break down by sector of activity as follows:
- Radiology solutions (36.9%). Agfa-Gevaert NV supplies radiology departments of hospitals all over the world with traditional X-ray film, hardcopy film and printers, digital radiography equipment and image processing software. Agfa's roots are in traditional medical imaging, but in today's healthcare market, digital radiography has become the dominant technology. All Agfa's digital radiography systems are offered with the company's leading MUSICA image processing software and its MUSICA workstation for image identification, acquisition and quality control;
- Digital Print & Chemicals (35.6%). Agfa-Gevaert NV supplies sign & display printing companies with a range of highly productive and versatile wide-format inkjet printers and dedicated inks, in addition to workflow software, cutting machines and inkjet media. Agfa produces classic film-based products, such as film for non-destructive testing and aerial photography, as well as microfilm and film for the production of printed circuit boards;
- HealthCare IT (21.6%). Agfa-Gevaert NV offers Imaging IT Solutions (The Enterprise Imaging platform creates a true imaging record for every patient, containing all possible images of the patient, regardless of the department and the facility that created them), Hospital IT Solutions (the leading Hospital Information System /Clinical Information System ORBIS, connects medical departments and administrative departments of hospitals into one virtual network), and Integrated Care Solutions (these solutions support collaboration across the borders of care organizations and medical disciplines and enable hospitals to actively engage with all stakeholders in the expanded care process, including physicians, informal care-givers and patients) ;
- Offset solutions (5.9%). Agfa-Gevaert NV is a leading supplier to the printing industry, offering innovative and reliable solutions. Commercial, newspaper and packaging printers around the globe rely on Agfa for the most extensive range of integrated solutions, from computer-to-plate systems with digital offset plates over color management and workflow optimization software to pressroom chemicals.
AGFA-GEVAERT NV 
