Morrison Foerster advises Medios AG on the acquisition of Ceban Pharmaceuticals B.V.

BERLIN - 20 March 2024. Morrison Foerster, together with a team from Dutch law firm Stibbe, has advised Berlin-based Medios AG, leading provider of Speciality Pharma Solutions in Germany, on the planned acquisition of Ceban Pharmaceuticals B.V., based in Breda, the Netherlands. Ceban, together with its subsidiaries, is the leading pharmaceutical compounding platform in the Netherlands and has strong market positions in Belgium and Spain.

Medios AG acquires a 100% stake in Ceban from a group of sellers, managed by Bencis Capital Partners. The purchase price to be paid by Medios for the transaction includes a cash component of approximately EUR 235.3 million and 1.7 million Medios shares. As a result, Bencis Capital Partners will become a new strategic shareholder of Medios, holding approximately 6.67% of the share capital.

The cash component will be financed by Medios from a committed credit facility by Deutsche Bank. The 1.7 million new shares will be issued out of authorized capital as part of a capital increase against contributions in kind.The newly issued shares are subject to a hard lock-up period of 24 months.

The completion of the transaction is subject to usual closing conditions and is expected to occur in the second quarter of 2024. Morrison Foerster advises Medios in relation to the purchase agreement, supplementary agreements as well as in relation to the financing agreements with Deutsche Bank and the issuance of the new shares.

Team Morrison Foerster: Dr. Dirk Besse, Partner, Dr. Sebastian Schwalme, Partner, Julian Gebauer, Senior Associate, Tobias Flatt, Associate (all Corporate/ M&A); Jennifer Seipelt, Partner, Lisa Schnackenbeck, Associate (Finance).

Team Stibbe (view press release): Stibbe advises Medios AG | Stibbe