Goldman Sachs and Carlsquare advise Ritter GmbH and its affiliates on the sale to Avantor®

Avantor, Inc. (NYSE: AVTR), a leading global provider of mission-critical products and services to customers in the life sciences and advanced technologies & applied materials industries, announced that it has entered into a definitive agreement to acquire privately held Ritter GmbH and its affiliates in an all-cash transaction with an upfront equity purchase price of approximately €890 million subject to final adjustments at closing and additional payments based on achieving future business performance milestones.

Headquartered in Schwabmünchen, Germany, Ritter is the fastest growing manufacturer of high-quality robotic and liquid handling consumables, including conductive tips engineered to exacting standards. These mission-critical consumables are used in a variety of molecular screening and diagnostic applications, including real-time polymerase chain reaction (PCR), non-molecular assays such as immunoassays, emerging high-throughput in vitro diagnostics (IVD) technologies including next generation sequencing, and as part of drug discovery and clinical trial testing in pharma and biotech applications. Collectively, these applications represent a nearly $7 billion addressable market with attractive long-term growth potential.

Ritter’s high-precision manufacturing footprint includes 40,000 square meters of specialised production space and 6,000 square meters of ISO Class 8 cleanrooms that provides significant capacity for continued growth. Much of Ritter’s current business is focused on serving diagnostic system providers and liquid handling OEMs. The geographic and commercial reach of Avantor’s leading global channel and deep customer access will significantly enhance its revenue potential and provide broader aftermarket opportunities.

„The acquisition of Ritter marks the next step in the ongoing transformation of Avantor,“ said Michael Stubblefield, President and CEO of Avantor. „The combination will significantly expand our proprietary offering to the biopharma and healthcare end markets and significantly enhance Avantor’s offerings for critical lab automation workflows. Our combined businesses also share similar characteristics including a highly recurring, specification-driven revenue profile and a consumable-driven portfolio of products produced to exacting standards that enhances our unique customer value proposition.“

„This proposed transaction helps both parties, as well as existing and new customers,“ said Johannes von Stauffenberg, CEO of Ritter. „Avantor’s broad portfolio is used by thousands of scientists and laboratories in virtually every stage of the most important research, development and production activities. We are excited about combining our high-precision products and state-of-the-art manufacturing capabilities with Avantor’s global reach and strong passion for achieving scientific breakthroughs.“

This transaction leverages Avantor’s proven track record of M&A success with transactions that range in size from small tuck-ins to large, transformational acquisitions. Since 2011, the company has successfully completed 40 transactions, deployed more than $8 billion in capital and generated well over $350 million in EBITDA synergies.

„We look forward to adding Ritter’s highly skilled team members in Germany and Slovenia to the Avantor family,“ Mr. Stubblefield added. „Similar to Avantor, Ritter serves highly regulated, specification-driven applications and relies on a collaboration-based innovation model to serve its customers. Both companies share a strong culture of innovation and excellence, as well as a clear commitment to sustainability.“

Financials and Closing Details

The transaction is expected to be immediately accretive to adjusted earnings per share (EPS) upon closure and is anticipated to enhance Avantor’s revenue growth and margin profile.

Avantor expects to finance the all-cash transaction with available cash on hand and use of incremental term loans. The Company expects that its adjusted net leverage ratio at closing will approximate 4.1x net debt to pro forma LTM adjusted EBITDA, with rapid deleveraging thereafter.

The transaction is expected to be completed in the third quarter of 2021, and is subject to customary conditions, including receipt of applicable regulatory approvals.

Advisors

Jefferies LLC and Centerview Partners LLC are acting as financial advisors to Avantor, and Schilling, Zutt & Anschütz is serving as legal counsel. Goldman Sachs Bank Europe SE and Carlsquare GmbH are acting as financial advisors to Ritter, and Gleiss Lutz is serving as legal counsel. Fully committed financing of the acquisition has been provided by Citigroup Global Markets Inc.

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