GLOBAL HEALTH AND SOCIAL CARE REPORT...

GLOBAL HEALTH AND SOCIAL CARE REPORT 2017

A CLE ARWATER INTERNAT IONAL HEALTHCARE TEAM REPORT

Deal values

Hellman & Friedman LLC / MultiPlan, Inc.

€6.6bn

Q1 2017 saw 311 deals close, a slight increase of 2% on the first quarter of 2016.

A 122% increase on the previous 12-month figure.

Envision Healthcare

Corporation / AmSurg Corp.

€6.0bn

1,305

Segment breakdown

Total aggregated deal value reached €87.1bn in 2016. Even excluding a number of mega-deals (see left), deal values were still almost triple the total value seen in 2015.

Animal health was also an attractive sub-segment over the year, driven by growth in animal ownership and rising disposable incomes.

Top three acquirers 2016:

Top three most popular acquisition segments:

Highlights - financial investor deals

Deals completed in 2016:

Top three deals by deal value in 2016

Top target nations 2016:

Major acquiring nations and attractive destinations

51%

6%

5%

US

UK

France

Q1 2017:

US

France

UK

52%

6.5%

6%

US

UK

Spain

54%

8%

3%

Q1 2017:

7%

5%

US

UK

France

53%

35% of deals were in secondary care

US

UK

China & India

France & Germany

Scandinavia

Other

Care homes

17%

Primary care

13%

Secondary care

44%

62%

8%

9%

2%

2%

17%

Quintiles / IMS Health

€11.2bn

4 GLOBAL HEALTH AND S OC I AL C AR E R EP OR T 2 0 1 7

Welcome

Driven by a steady stream of mega deals in the US, the M&A surge in healthcare that first started three years ago is still going strong.

Indeed, the US continues to dominate the global health and social care arena in our annual review of the market, remaining both top acquirer and the most popular target for M&A activity.

All the signs indicate that 2017 will be yet another bumper year, with the first quarter already seeing a wave of transactions.

For instance, US hospital staffing provider TeamHealth closed its acquisition by private equity firm Blackstone in a €5.5bn deal. And UnitedHealth Group’s Optum unit acquired Surgical Care Affiliates for approximately €2bn.

M&A activity has been particularly driven by the rising administrative costs from Obama’s Affordable Care Act and the desire to offer a broader array of services to hospitals. However with President Trump now in the White House, there remains considerable uncertainty over the general direction of travel in US healthcare. But against the backdrop of strong demographics and a resurgent US economy the healthcare market – for the time being at least – seems little phased by political uncertainty.

The same can be said in Europe with the continent also seeing its fair share of deals. There has been a notable rise in activity in France, Scandinavia and Iberia, as well as continued strong dealflow in the UK.

For instance, French investor PAI Partners acquired Spanish provider of assisted-living facilities SARQuavitae for €440m, while the largest eye hospital chain in China, Aier Eye Hospital Group, acquired Clinica Baviera of Spain for €152m. In the UK, HC-One is mulling a potential bid to buy half of Bupa’s care home estate for up to €530m, a deal which would make HC-One the UK’s biggest care homes operator.

Meanwhile, the animal health market has also seen some notable activity over the past 12 months. The standout transaction was undoubtedly Mars’ acquisition of veterinary hospital operator VCA.

Ramesh Jassal, International Head of Healthcare

4

@CWICF

/company/clearwater-international-corporate-finance

Meet the team

Ramesh Jassal International Head of Healthcare, UK +44 845 052 0374 [email protected]

Franc Kaiser Partner, China + 86 21 6341 0699 x 850 [email protected]

Louise Kamp Nørbæk Associate Director, Denmark +45 40 17 86 90 [email protected]

Philippe Guezenec Partner, France +33 1 53 89 0504 [email protected]

Markus Otto Partner, Germany +49 611 360 39 24 [email protected]

John Curtin Partner, Ireland +353 1 517 58 42 [email protected]

Rui Miranda Partner, Portugal +351 918 766 799 [email protected]

Miguel Ángel Lorenzo Director, Spain +34 659 094 041 [email protected]

ContentsGLOBAL MARKET 5

US 12

UK 16

IRELAND 21

FRANCE 22

GERMANY 23

SCANDINAVIA 24

IBERIA 25

For the purposes of this report, we have quoted all figures in Euros using the following average exchange rates:

Jan 17 - Mar 17 GBP to EUR 1.16 Jan 16 - Dec 16 GBP to EUR 1.22 Jan 15 - Dec 15 GBP to EUR 1.38 Jan 17 - Mar 17 USD to EUR 0.94 Jan 16 - Dec 16 USD to EUR 0.90 Jan 15 - Dec 15 USD to EUR 0.90

This report is published by Clearwater International Editors: Ruth Farrington and Jim PendrillDesign: www.creative-bridge.comSubscription: [email protected] part of this publication may be reproduced or used in any form without prior permission of Clearwater International

A CL E A RWA TE R IN TE RN A T ION A L HE A L THCA RE REPORT 5

Global market

At Clearwater International, we recorded a total of 1,305 deals in 2016 with an aggregated deal value of €87.1bn - an increase of circa 122% on the 2015 figures with total aggregate deal value up 17%. In the first quarter of 2017, we have already recorded 311 deals, a slight increase of 2% on the first quarter of 2016, and we are on track to see a similar number of deals as we saw in 2016.

The healthcare surge that started in 2014 is still going strong. In 2016 we saw a number of multi-billion euro deals complete, and judging by the first quarter of 2017 this trend is set to continue.

Deal drivers

6

Ageing demographic

GLOBAL HEALTH AND S OC I AL C AR E R EP OR T 2 0 1 7

An ageing population impacts the health and social care market positively. Both financial investors and trade buyers are seeing this as an opportunity, with the elderly residential care sector representing 17% of total deals in 2016, the same as the 17% we saw in 2015.

One deal saw Deutsche Wohnen AG, the listed German developer of residential properties, acquire the Pegasus Care Home portfolio of 28 German care homes from Berlinovo Immobilien for €420m. The properties had been held in a holding company after it struggled to service debts in 2006 and around €220m of the purchase price will be used to pay down debt. For Deutsche Wohnen, the deal represents a departure from its pure residential strategy and will bolster its presence in the largely fragmented German nursing home market.

Another outcome of an ageing population is the increased prevalence of chronic conditions such as cancer, diabetes and cardiovascular, neurovascular and respiratory diseases, and

many care providers and investors realise the need to support the delivery of high-quality chronic disease management.

For instance TPG Capital acquired a 65% stake in Cancer Treatment Services International, Inc. (CTSI), the US-based operator of a network of cancer treatment facilities, for €29m. CTSI plans to run up to 15 centres in India and become a global leader in oncology before expanding the platform into other complex diseases.

The number of people living with dementia globally is estimated to be doubling every 20 years, according to Alzheimer’s Disease International, with the speed of this increase predicted to be greater in lower and middle income countries. Team Olivia AB, the provider of geriatric care, acquired Backebo Vard & Omsorg AB, the Swedish dementia care specialist, in a deal which adds to its existing range of services which help provide additional tools and resources for dementia treatment.


Alternative care delivery

One way of solving the increased demand for and cost of healthcare is by using technology and enabled solutions. Value-based care is emerging as a solution and many providers are turning to patient engagement systems.

An area which has seen significant deal activity over the past year is healthcare software. Resmed Corp continued to branch out from medical devices and acquired Brightree LLC, the US-based provider of disposable medical equipment, home health and hospice software, for €719m. The acquisition helps Resmed cement a leading position in the market for telehealth devices, an area expected to grow to €9bn at a CAGR of 27.5% by 20211.

We have also seen significant growth in the use of apps which enable patients to store their records and communicate directly with medical staff without the need to book an appointment with a medical professional.

Many of these apps operate on a subscription basis, whereby a patient pays a predesignated monthly fee which allows them to input data onto the provider’s platform and then seek medical assistance if they require it. For the providers, the importance of the strengthened ties to the app and repeat revenues from a subscription model can provide significant growth opportunities.

One such transaction saw Reliq Health Technologies Inc., the listed Canada-based healthcare technology company, acquire CareKit Health Corporation, the Canadian operator of a platform for care coordination and home healthcare, which integrates sensors and mobile apps allowing communication between patients, clinicians and healthcare administrators.

Although a relatively young company, CareKit has recently secured contracts in the US, Canada and the UK which should help it to grow rapidly.

1 Telehealth Market by Component (Hardware (Blood Glucose Monitors), Software (Integrated), Services (Remote Monitoring, Real-time Interactions), End User (Providers, Payers, Patients), & Mode of Delivery (Web, Cloud)) - Global Forecast to 2021

Another trend has been a consumer driven movement towards self-care products and services. As disposable incomes rise, more consumers feel they can afford to invest in their health and we have seen increased spending in areas such as food, allergy and DNA testing.

Recently SYNLAB, the German provider of medical diagnostic services acquired Synergy Health Laboratory Services including Genon Laboratories, the UK-based market leader in testing for allergens in food. As part of the deal, SYNLAB expects to continue to invest in both laboratories to support growth, expand the repertoire of services and leverage its wider expertise across Europe.

A further interesting example saw Apax Partners invest in Unilabs SA, the Swiss provider of laboratory testing services including allergy testing, for €1.5bn. Given current market dynamics, Unilabs will be able to take advantage of a strong market outlook and opportunities to consolidate.


Staff shortages and workforce planning

Health and social care needs have changed substantially over the last 15 years, driven by the rising prevalence of complex chronic conditions and an ageing population. This has led to increased demand for specific types of care staff and governments have tried, and largely failed, to affect workforce numbers and patterns of care provision.

In the UK, we have seen government funded healthcare continue to rely on locums and staffing agencies due to poor workforce planning in order to make up the shortfall in supply. However, these agencies charge much higher prices than the usual going rate, safe in the knowledge that the higher fees will be covered by large payers which have an obligation to provide certain service levels.

To prevent expenditure from increasing further, the UK government has introduced margin caps which set a limit to the prices agencies can charge. We expect to see variations of this sort of policymaking in a number of countries, as governments look to tackle rising agency costs.

This is causing consolidation in the market due to margin pressure and payers looking to tighten agency usage. Larger companies can absorb some of the margin pressures due to their scale whereas smaller companies will struggle and become potential acquisition targets for larger players. These larger players are looking to increase their reach and scale, allowing them to put pressure on payers by negotiating better rates to protect their margins.

For instance TeamHealth Holdings, the listed US-based provider of outsourced

professional healthcare staffing, has made eight acquisitions of smaller players over the past year. These deals have expanded the company’s geographic footprint, improved its service provision and added scale to the business. Following this wave of acquisitions, it has attracted €5.5bn of investment from a consortium led by Blackstone for the next stage of its growth.

Secondly, consolidation is being driven by agencies which have decided to specialise in order to protect their margins. By focusing on a particular higher-margin form of staffing - such as specialist surgeons or expert consultants - and acquiring other similar companies, some staffing agencies have been able to continue making profits.

One such deal saw Oriola-KD Corporation acquire a 71% stake in Farenta Oy, the Finnish provider of pharmacy staff recruitment. Ergalis SAS also acquired AMI Medical Interim, the French healthcare recruiter specialising in childcare workers.

Given the nature of the work and the skills required, it is difficult to quickly retrain and redeploy staff to an undersupplied care area and this has also caused a surge in interest in providers of workforce training.

For instance Iqarus acquired Exmed, the UK-based provider of front-line training services, and DXE Medical Inc. acquired First Aid and Safety of Texas, Inc., a US-based provider of CPR and defibrillator training. OnCourse Learning Corporation acquired IPCed LLC, the US-based provider of training and certification solutions for caregiving professionals.

Acquirers and targets

Once again the US led the way accounting for 51% of closed transactions in 2016, with its dominance continuing into the first quarter of 2017 where it accounted for 52% of acquisitions. The vast majority of the deals in 2016 were domestic acquisitions, with only 4% being outbound deals. This is half as many as the total in 2015, which could be an indication of organic growth being harder to achieve under ObamaCare.

In terms of outbound activity, Sweden was the most active geography with 64% of acquisitions made by Swedish companies being cross-border.

One notable deal saw the acquisition of Avatar Solutions Inc., the provider of performance improvement services, by Indiana-based healthcare performance improvement specialist Press Ganey Holdings. The US company, which serves more than 26,000 healthcare facilities, sees the acquisition as a valuable addition to its leading technology platform.

The acquisition follows Press Ganey’s purchase of Healthcare Performance Improvement LLC, the patient safety and reliability consulting and coaching firm. Press Ganey has been developing its platform with smaller acquisitions for some years now while adding scale to the business.

The most targeted nation was again the US, accounting for 54% of closed deals. The UK came in a distant second with 8%, a significant drop on the 22% figure seen in 2015. France and Spain have seen significant inbound M&A too.

One deal saw French listed healthcare property operator Korian SA acquire German provider of elderly care services Casa Reha GmbH. With this deal, Korian strengthened its market-leading position in one of the most dynamic European ageing markets, taking its number of facilities to 216 and the company towards its 2017 revenue target of €3bn. The deal was reported to be worth approximately €300m.

M&A targets by country


Country %

87%

13%

Trade

Financial investor

2016

Deals by investor type

Trade buyers remained very active and represented 87% of transactions, a 1% rise on 2015’s figure. This was, in turn, a slight increase on the 2014 number. For Q1 2017, 88% of transactions were completed by trade players, slightly higher than the 82% we witnessed in Q1 2016.

M&A activity

US

UK

France

Germany

Spain

Poland

Sweden

Other

24%

54%

8%

3%

3%

3%

3%

2%

Financial investor highlights

UK private equity firm Pamplona Capital Management acquired MedAssets Inc., the US-listed healthcare analytics company, for €2.1bn. MedAssets provides cost and clinical resource management as well as data and analytics tools. The acquisition is the latest in a string of purchases of healthcare analytics and information providers, a market with rapid scalability and many players.

Leonard Green & Partners, L.P., the US-based private equity investor, acquired and delisted US-based ExamWorks Group, Inc., a provider of independent medical examinations, peer and bill reviews, and related services, for €1.7bn. Independent review services are becoming increasingly important to insurers and government payers as healthcare costs mount.

UK private equity firm CVC Capital Partners acquired Hasegawa Holdings Co., Ltd., the Japanese provider of franchised childcare support and nursing care services, for €309m. The acquisition will help Hasegawa to accelerate growth and continue to meet growing demand from the changing Japanese demographic.

Welsh, Carson, Anderson & Stowe, the US private equity company, acquired a majority stake in InnovAge, the US-based provider of in-home senior care programmes and services, for €173m. The investment gives InnovAge the financial resources to expand its services across the US.

Affinity Equity Partners, the Hong Kong-based investor, acquired Health Communication Network, the Australia-based provider of digital publishing and medical reference, research and data analytics, medical information resources, and health communication services, for €108m. Health Communication Network claims to capture more than 60 million patient consultations per year.

Segulah Advisors AB, the Swedish private equity firm, acquired Hermes Medical Solutions AB (HMS), the provider of systems and software for integrating, visualising, processing and archiving medical imaging data. The investment enables faster and more accurate diagnosis and treatment of patients, thereby increasing efficiency.


Segment breakdown

17%

5%

13%

44%

3%

18%

Care homes

Domiciliary care

Primary care

Secondary care

Specialist care

Other


Global highlights below €1bn

Bupa Finance plc, the UK-based provider of health insurance, acquired Oasis Healthcare Limited, the provider of NHS and private dental care services, from Bridgepoint, for €975m. The deal gives Bupa access to the UK's dental market, with over two million customers, 1,800 clinicians and 420 clinics. The UK dentistry market is worth €9bn with long-term growth driven by structural factors including favourable demographics, such as an ageing and growing population, government policy trends and the growth in cosmetic dentistry.

Fresenius Medical Care AG & Co. KGaA, the listed German provider of kidney related medical care, acquired a 70% stake in Cura Day Hospitals Group Pty Ltd, the Australia-based operator of multi-speciality hospitals, for €224m. The transaction extends Fresenius’ dialysis network and enables it to strengthen its portfolio by scaling its outpatient facilities in the Australian market.

Baylor Scott & White Health LLC, the US healthcare services company, acquired Lakeway Regional Medical Center, LLC, the US-based multi-speciality hospital, for €184m.

Air Methods Corporation, the listed US specialist in emergency aeromedical transportation and medical services, acquired Tri-State Care Flight LLC, a provider of air ambulance services, for €204m.

Aveo Group, the listed Australia-based developer of retirement villages, commercial and retail properties, acquired Freedom Aged Care Pty Ltd., the Australia-based operator of aged care communities, for €138m. Freedom adds 15 facilities with 1,000 beds and a development pipeline of 553 more beds, taking Aveo’s total to 95 communities. With the acquisition, Aveo continues with its plan to become a pure-play retirement group.

Bain Capital, the US-based private equity firm, acquired a majority stake in Asia Pacific Medical Group Limited (APMG), the Hong Kong-based operator of hospitals and clinics providing a range of surgical and oncological treatments, for €135m. With overwhelming pressure on China’s healthcare sector and an under-resourced state medical system, private companies like APMG can provide patients with quicker access to professional treatment.

11.2

6.6

6.0

5.8

5.4

3.0

2.3

2.0

1.7

1.5

Quintiles / IMS Health

Hellman & Friedman LLC / MultiPlan, Inc.

Envision Healthcare / AmSurg Corp

Fresenius Helios / Quirónsalud

Blackstone Group / TeamHealth Holdings, Inc.

UnitedHealth Group, Inc. / Surgical Care Affiliates, Inc.

IBM Watson Health / Truven Health Analytics

EQT Partners / Press Ganey Associates

Leonard Green & Partners, L.P. / ExamWorks Group Inc.

China Resources (Holdings) Co Ltd / Genesis Care Ltd.

Top 10 global deals by enterprise value (Apr 16 - Mar 17)

Enterprise value (€bn)

Source: Capital IQ

12

USThe first quarter of 2017 saw 163 deals with a combined value of €10.3bn. This represents a similar number to Q1 2016’s total of 167 deals but total value is down by 17% on the same period.

In total, we recorded 700 deals in the health and social care sector in 2016, a 198% increase on 2015 and the third year in a row this figure has risen. This indicates that the US is still far and away the leader in the sector with 51% of the total deals.

The total value of these transactions was an eye-watering €54bn, a 42% increase on the previous year. Recent indications from Federal Reserve chair Janet Yellen that interest rates will remain low well into 2017 should help to continue the flow of US dealmaking.

A notable deal was Allscripts Healthcare and GI Capital’s joint acquisition of data management, addiction treatment and care co-ordination software and technology solutions provider Netsmart Technologies, for €846m.

At a time of increasingly stringent healthcare budgeting, the transaction will create an industry leader that can improve clinical results and reduce costs in many areas of the healthcare system. The combination of Netsmart and Allscripts' homecare business creates an electronic health record leader.



Deal driversOne issue that could significantly affect the healthcare market is President Trump’s planned changes to the healthcare system.

In 2010, under President Obama, we saw the introduction of the Patient Protection and Affordable Care Act (ACA), often referred to as ‘ObamaCare’. The aim was to improve the quality, accessibility and affordability of health insurance and in exchange people must either pay for health insurance or pay a per-month fee.

Medicaid is a federally funded scheme that helps low-income families pay for healthcare. Since its creation in 1965, this has been an open-ended entitlement, meaning that if more people needed it, or if the associated costs rose, then the federal government would provide more money. President Trump has proposed that each state should instead be given a fixed amount of federal money to provide Medicaid.

Meanwhile Medicare is the scheme whereby the US government provides funding for all citizens over 65 to help them pay for healthcare associated costs such as drugs, hospitalisation and insurance. Throughout his campaign, Trump repeatedly pledged he would not cut Medicare but his nominated

budget director, who is responsible for government decisions on healthcare spending, has said that this promise is unsustainable. As such, the healthcare funding picture in the US remains very unclear.

Despite this uncertainty, we have seen deal activity. For instance under ACA, healthcare suppliers were squeezed to provide care at the lowest possible cost and tight budgets led to consolidation as companies looked to increase scale to protect their margins.

One of the most active players has been MEDNAX Inc., the listed provider of physician services specialising in anaesthesiology, which during 2016 acquired eight different anaesthesia providers. Similarly, Envision Healthcare acquired three providers of emergency services, most notably AmSurg Corp., the operator of ambulatory surgery centres, for €6bn.

We also saw a number of group purchasing organisations and consultancies undertake further consolidation over the year. Premier Supply Chain Improvement Inc. acquired Essensa Ventures LLC and a 50% stake in Innovatix LLC, both group purchasing and consultative service providers, for a combined €358m.


Care home consolidation

We saw 97 completed deals involving care homes in 2016, with an aggregated value of €6.9bn, from both investors and trade buyers, all drawn by attractive market dynamics, high margins and cheap debt.

We have witnessed a quieter start to 2017 with 17 deals in the first quarter compared with 21 over the same period last year. This included listed National Health Investors’ acquisition of five memory care facilities in Texas and Illinois, comprising 223 beds, from The LaSalle Group, for €57m.

One consolidating trade buyer which has been active in the past 12 months is Discovery Senior Living which acquired a 129-bed assisted living facility in Florida from Sonata Health Partners, for €26m. Discovery plan to develop 36 new luxury apartments to keep up with current taste for higher quality properties.

As GDP per capita rises in the US, many retirees are seeing their disposable incomes rise. Added to this those individuals who saved and invested sensibly in historic boom times now have significant savings to pay privately for retirement expenses. This has led to increased demand for higher quality retirement properties and villages which are more akin to a hotel or resort complex than a care home.

There has also been a heavy presence in the care home market from real estate investment trusts (REITs), with CareTrust REIT, HCP, National Health Investors, Omega Healthcare Investors and Welltower all making multiple acquisitions throughout 2016.

These assets have moved from alternative to mainstream investments in a short period of time, and given the non-cyclical nature of their income it is unlikely that investors will be looking to exit soon.

Care homes

Domiciliary care

Primary care

Secondary care

Specialist care

Other

14%

46%

6%

10%3%

21%

Segment breakdown


Notable transactions:

Optum, Inc., a provider of health management solutions and consultancy services, acquired Surgical Care Affiliates, Inc., the listed provider of ambulatory, outpatient and surgery services, for €3bn. The acquisition will position the combined company as a comprehensive provider of ambulatory care services. SCA will become a part of the OptumCare platform which is part of the listed UnitedHealth Group. This transaction, along with the €6bn Envision/AmSung merger, shows a keen US interest in ambulatory surgery centres.

CC Capital Management, LLC acquired Constellation Healthcare Technologies Inc., the listed provider of revenue cycle management services to practices and hospitals, for €284m. The deal sees Constellation taken private after less than two years of being traded publicly, and provides investors at the time of the IPO with a two times return on their investment. The capital injection should allow Constellation to grow and scale up the business while it tries to gain a foothold in one of the most rapidly growing and attractive areas of healthcare outsourcing.

Atos SE, the listed French IT services company offering transactional, consulting, system integration and managed services, acquired Anthelio

Healthcare Solutions, the provider of healthcare IT services in applications management, IT infrastructure, and business services. Acquiring Anthelio allowed Atos to double its revenue in North America.

Wolters Kluwer Health, Inc., the Dutch provider of information and business intelligence, acquired Emmi Solutions, LLC, the provider of patient engagement systems for hospitals and health systems, healthcare payers, and ambulatory care settings, for €152m. Following the deal, Wolter Kluwer combined Emmi’s leading patient engagement platform with its own clinical suite of decision-making and drug information tools to create a one-stop-shop for healthcare providers.

Private equity firm Harvest Partners, LLC completed the secondary buyout of Advanced Dermatology & Cosmetic Surgery Inc. (AD&CS), the provider of skin, hair and nail care services as well as dermatology-focused physician practice management services, for €443m. AD&CS will leverage the operational expertise and funding to continue its expansion strategy. Investors in this market are attracted by profitable new cosmetic procedures which are placing premium values on high-performing, well-positioned practices.


UKThe first quarter of 2017 saw 22 deals with the care home segment accounting for the majority. This compares to 27 deals in the first quarter of 2016. In 2016 there were 104 deals in the UK health and social care sector – a 17% reduction on 2015. The care homes and primary care segments accounted for the largest number of transactions, with 35 and 23 deals respectively.

Mental health

Since 2010 the number of in-house beds provided by the NHS for people with mental health issues or learning disabilities has fallen by 23% as the NHS increasingly looks to outsource mental health services to private entities.

Cuts to public mental health spending have encouraged private players to move in and start to consolidate the market. CareTech Holdings plc acquired Oakleaf Care (Hartwell) Ltd, a specialist in the care and rehabilitation of men with acquired brain injuries, for €25m. We also saw Tracscare Group Ltd acquire New Bridges Specialist Care Ltd, the residential and outreach service provider for those with brain injuries, complex needs and learning disabilities.

There are significant opportunities for international, particularly US, players to enter the UK market. Following on from United Health Services’ (UHS) acquisition of addictions specialist Cygnet, this year we saw UHS continue the trend by acquiring the adult services division of Cambian Group plc, for €460m. The acquisition gave

Cambian working capital to expand its children’s services division and pay down some of its debts. This year, we also saw US-listed Acadia Healthcare acquire The Priory Group as part of a move into the UK.

Regards financial investors, specialist services and mental health are areas where funding is seen as safer than in other forms of care, making for lower risk investments. BC Partners recently acquired 22 UK hospitals from Acadia Healthcare and in the process created Elysium Healthcare. Since the formation, Elysium has made two acquisitions of specialist operators with expertise in neurological disorders and female mental health, and plans to become a market leader in the UK.

We also saw Sovereign combine Outcomes First Group with Option Group to create one of the largest providers of specialist services in the UK. These deals show that there are a number of well-capitalised acquirers and high-quality assets in the market generating a healthy exit environment for owners.


REIT consolidation

The UK healthcare market is poised for consolidation from REITs due to its fragmented and highly regulated nature. REITs are investment vehicles which seek to provide returns to their investors, and a number of both home-grown and overseas REITs are now circling the UK market.

Driven by the need to diversify their portfolios, and with limited opportunities for long-term secure income, many are turning to the healthcare sector and in particular to the residential market. With quasi-government backing, healthcare has been seen as a safe haven by some investors.

UK REITs such as the listed Target Healthcare REIT closed eight deals during 2016. We have also seen a number of large US competitors attempt to consolidate the UK market. Welltower Inc., the listed US-based REIT, and Revera Inc., the US-based investor in senior living facilities, acquired four senior housing properties in Greater London for approximately €256m.

Looking ahead, the Brexit vote and the surrounding uncertainty has made for more attractive exchange rates, and this should encourage more foreign REITs to enter the UK market. It is likely that as the Asian market becomes more saturated, Asian REITs such as Parkway Life REIT & First REIT will also begin to invest further afield.

Homecare market

Shrinking demand and falling profitability are severely damaging the UK homecare services market. Downward funding pressure on social care budgets, in combination with stricter eligibility criteria, have reduced the number of individuals in England receiving homecare through their local authorities from 415,000 in 2000 to roughly 279,000 in 2016.

At the same time, however, the number of hours of care that each client receives has almost doubled from 6.7 to 13 hours per week, showing that the intensity of needs being managed within people’s own homes has risen dramatically.

Over the last year, we have seen a number of underperforming assets sold on. Celesio AG, the listed Germany-based wholesaler and provider of logistics services, acquired Bupa Home Healthcare, the provider of healthcare services supporting over 35,000 patients across the UK with medicine management.

The acquisition enables Celesio to strengthen its national healthcare infrastructure and supports Bupa’s strategy to dispose of its loss-making businesses. Meanwhile, Mears and Mitie have both been giving some high volume contracts back to local authorities. Mitie eventually sold its underperforming, lower-acuity homecare division MiHomecare to Apposite Capital LLP.

Privately funded companies are faring somewhat better. With prices higher than the rock bottom rates that councils offer, these private companies have remained profitable and are seen as something of an attractive investment.

Alina Homecare Ltd, the provider of homecare services, acquired The Care Division Limited, a company that provides care staff for adults with learning disabilities. The transaction provided Alina with a platform to deliver an additional range of services to a new client group with high-acuity needs, and gave Altitude Partners a return of 2.9x on its initial investment.

Vanguard/STP

The traditional divide between primary care, community services and hospitals – largely unaltered since the birth of the NHS – is increasingly a barrier to the personalised and coordinated health services patients need.

Initially set up in 2015, Vanguard schemes aim to join up mental health, primary care, community nursing, hospitals, pharmacy and social care. They form part of wider sustainability and transformation plans (STPs) whereby the NHS and local councils have come together in 44 areas to develop proposals and make improvements to healthcare. The 29 initial schemes seem to have had some success with another €122m of funding pledged at the end of 2016.

National Living Wage

In April 2016, the government introduced the National Living Wage (NLW) at €9/hour for all workers over the age of 25. This replaced the previous National Minimum Wage, increasing the sum by around 60¢ (7%). In April 2017, the NLW was increased to €9.15/hour - a further 2% increase.

Many cash-strapped local authorities have been unable to pay for this increase and some providers have handed back


87%

13%

87%

13%

80%

20%

71%

29%

Q1 2017 2016 2015 2014

Trade

Financial investor

unprofitable contracts under the new initiative. This follows similar moves in Germany, where minimum wages are set to rise by 4% in 2017, and France, where the lowest rate of pay recently increased by 1%, putting pressure on the margins of companies due to increased staffing costs.

Meanwhile, many smaller health and social care service providers, where staff costs form a large percentage of their overheads, are struggling to remain profitable under strenuous financial circumstances and are selling up and allowing larger players to consolidate.

For instance Graphite Capital-backed City and County Healthcare Group Ltd (C&C) acquired Independent Community Care Management Holding Ltd (ICCM), a provider of home healthcare for patients and families living with complex care conditions, and Abacare (Care Agency) Ltd, the provider of live-in nursing services. C&C will give ICCM access to a larger infrastructure and a wider resource pool, enabling enhanced growth plus back office synergy benefits.

Deals by investor type

While the quantity of deals may have fallen, multiples paid for businesses have been rising and continue to do so, meaning the overall value of the transactions has risen.


Notable transactions

Care homes

Private equity firms Patron and Electra Partners acquired the retirement solutions business of Grainger plc, comprising the trading and development of residential and commercial assets, for €397m.

Healthcare investor Primary Asset Property Management Ltd acquired a 173 bed care home portfolio from Apache Capital Partners LLP, for €33m.

Domiciliary care

Sevacare UK Ltd, the provider of personal care, companionship services and supported living acquired Mayfair Homecare Ltd, the provider of home healthcare to patients, including those with learning or behavioural difficulties. This was one of four acquisitions by Sevacare in the last year and added significant expertise in specialist care for adults to the company.

Primary care

BHSF Occupational Health Limited acquired The Newhall Medical Practice Ltd, a provider of occupational health and other medical services. This was BHSF’s seventh buyout since 2012 and is in keeping with its strategy of providing nationwide coverage.

Aurelius AG, the German private equity firm, acquired The Hospital Group Healthcare Ltd, a provider of surgical and non-surgical cosmetic procedures. This follows Aurelius’ acquisition of the Transform Group in 2015.

Care homes

Domiciliary care

Primary care

Secondary care

Specialist care

Other

22%

11%

34%

6%

17%

10%

Segment breakdown

Secondary care

Diagnostic Healthcare Limited acquired Excell Ultrasound. With the deal, Diagnostic Healthcare expanded its geographic footprint and strengthened its presence in the East of England. Excell specialises in mobile ultrasound delivery and now plans to roll out services to customers in new areas.

Life Healthcare Group Holdings Limited, the listed South Africa-based provider of private health services, acquired Alliance Medical Group Limited, the provider of outsourced radiology imaging services, for €883m. The acquisition provides Life Healthcare with an opportunity to diversify into attractive new geographies. It will also help in improving imaging processes in Life Healthcare’s South African hospitals through driving efficiencies in processes and systems.

Specialist

Sovereign Capital-backed Outcomes First Group Limited, a provider of social care and education services, acquired Options Group Holding Limited, the provider of specialist services for people of all ages with autism spectrum conditions, learning disabilities and complex needs. Sovereign has now merged the two groups to create one of the UK’s largest providers of specialist care and education.

Elysium Healthcare Limited, a mental healthcare provider backed by BC Partners, acquired Raphael Healthcare Limited, the provider of female low secure mental health services. Elysium was formed through BC’s €370m acquisition of 22 UK hospitals from Acadia Healthcare to satisfy regulatory requirements following Acadia's acquisition of The Priory Group.


Other

Asquith Nurseries, a provider of premium childcare services for the under-fives and one of the UK’s largest nursery groups, was acquired for €196m by listed US-based provider of day care and early education for children Bright Horizons Family Solutions Inc. The acquisition gave Bright Horizons a network of over 300 centres in the UK.

Busy Bees, Bright Horizons' closest competitor, acquired Treetops Nurseries, the operator of 61 facilities in England. Both operators now have over 300 nurseries apiece and continue to opportunistically search for further bolt-on acquisitions of high quality assets in desirable locations.

Animal health

With pet companionship on the rise, the veterinary market is attractive to both financial investors and strategic buyers which are set to consolidate this fragmented market.

Swedish private equity firm EQT acquired veterinary healthcare chain Independent Vetcare Limited (IVC), for an estimated €500m. Under the tenure of vendor Summit Partners, IVC grew from 100 to 290 clinics.

Trade players such as CVS Group have been consolidating the market, with six acquisitions in the last 12 months. Significantly, we have begun to see expansion outside of the UK with CVS acquiring Kliniek voor Gezelschapsdieren Dieren BV, a small animal practice situated in the Netherlands.

Some companies have been looking to diversify into other areas including pet crematoriums, online pharmacies and shops, laboratories, out-of-hours surgeries and vet locum agencies. One such transaction saw August Equity invest in Pet Cremation Services.

“2016 saw a continuation of strong M&A activity across the sector, a trend which has continued into the first quarter of 2017. The UK does face some Brexit headwinds, but apart from a possible impact on staff planning we expect its effect on the health and social care sector to be minimal due to it being such a domestic service orientated market. With strong demand and strong fundamentals across all segments, investors and trade buyers alike will continue to have a strong appetite for doing deals this year.”

Ramesh Jassal, International Head of Healthcare, UK


Ireland

Primary care

It was another good year for the Irish primary care market. In Ireland, there is not the same level of access to free universal healthcare as elsewhere with roughly two-thirds of patients seeing GPs as private patients. Added to this, Ireland has one of the lowest ratios in Europe of GPs to the population, meaning there is often undersupply.

This lack of staff has led to the development of many multi-speciality clinics where people can access a range of healthcare services and providers. These can prove attractive to investors given their long-term government-backed leases, steady returns and reduced level of risk.

Irish Life Investment Managers and AMP Capital made a recent joint investment in two primary care clinics in Mayo and Wicklow. The clinics will be run by Glencar, an established provider of public healthcare, and will offer patients a full range of non-critical health and social care services to alleviate pressure on hospitals. The group has announced plans to add more primary care centres to its portfolio over time.

Other deals in the primary care sector have included:

Primary Health Properties plc, the listed UK-based investor, acquired two primary care centres.

MedicX Fund Limited, the listed UK-based real estate investor, acquired a primary healthcare medical centre in Dublin.

Dental Care Ireland, a newly formed dental group, acquired 11 dental practices and has intentions to acquire four more by the end of 2018.

Fertility clinics

Fertility clinics are becoming more popular with a greater number of Irish patients now signing up for treatments. The sector is catching the eye of global investors with the following acquisitions over the last 12 months:

FutureLife, the Czech operator of gynaecological and fertility clinics and medical centres, acquired ReproMed, the chain of high-tech fertility treatment providers. The deal enables ReproMed to access new technologies and gain financial support for further growth.

Institut Marques, the Spanish centre for obstetrics and gynaecology, acquired Clane Fertility Clinic.

We recorded five deals in 2016, the same as 2015, while the first quarter of 2017 saw three deals and we are on track to see a good year for Irish dealflow.

FranceIn the first part of 2017 we saw 14 deals with a larger proportion of transactions in the care homes and domiciliary care sectors than in previous years. There were 39 deals during 2016, a significant increase on the 16 deals seen in 2015.

The market is characterised by a number of large consolidators. During the last year we have seen Vivalto Santé make three acquisitions including Hôpital Privé Sévigné, a multi-speciality hospital in Brittany, from Ramsay Health Care. The deal complements the cluster of other facilities that Vivalto operates in the area.

Colisée Patrimoine Group SAS grew its homecare segment by acquiring two domiciliary care providers: Bien à la Maison S.A.S and Nouvel Horizon Services. Colisée has recently been acquiring care homes and this could mark a turning point in its strategy. Clearwater International advised on both of these transactions.

A surprising trend is that some of the largest healthcare providers in France have been acquisitive in nearby European countries as they seek to diversify their portfolios. For instance: Korian SA acquired Casa Reha Holding GmbH, the German operator of care facilities for the elderly, for approximately €300m. Orpea also made three acquisitions in Spain and one in both Germany and Switzerland.

While the largest operators remain keen to expand across Europe, it remains to be seen if the other large players will look to do the same in the future.

Care homes

France has one of Europe’s most rapidly ageing populations and deals involving care homes have accounted for around a quarter of closed transactions over the past 12 months.

Clinéo acquired two care homes, both in Bastia, while DomusVi SAS acquired Domidom Soins, the provider of elderly care services, giving it six more facilities.

Much of the activity is not from strategic trade buyers but institutional investors looking to take advantage of favourable market dynamics. Primonial REIM has made a series of acquisitions to reinforce its position in the residential care market. For instance it acquired the Gecimed portfolio of 74 nursing homes and clinics for €1.35bn in a deal advised by Clearwater International. Crédit Agricole Assurances SA acquired Les Domaines de l'Etier, a senior care residence.

Portfolio acquisitions

One trend that has become more prevalent is the desire for investors and trade buyers alike to invest in portfolios of properties that may cover a number of different geographies or service lines. This allows investors to deploy a large amount of capital quickly and to diversify their risk. As well as the aforementioned Gecimed deal, we have seen:

Icade Santé SAS acquire a portfolio of four healthcare establishments, for €60m, including rehabilitation and psychiatric care facilities.

BNP Paribas acquire a portfolio of three healthcare assets for €100m, including clinics in Floirac, Lyon and Saint-Priest.

123 Venture and Clinéo jointly acquire a portfolio of three nursing homes in the south of France.



Germany

In 2016 we observed 42 deals close, a significant increase compared to 2015's total of just 15. With a population of approximately 81 million, roughly 17 million hospital cases and an estimated 1.3 billion outpatient physician consultations annually, Germany is one of the largest and most active European healthcare markets. The obligatory insurance of permanent residents represents a strong support to the complex care system. 90% of the population is covered by the statutory health insurance with the remainder privately insured.

The introduction of diagnosis-related groups (DRGs) in 2004, a new pricing system for hospital services, has reduced public funding and privatisation of public facilities, and spurred consolidation in the hospital market. For instance, private hospital group MEDIAN acquired AHG Allgemeine Hospitalgesellschaft AG., an operator of psychosomatic medicine centres.

Approximately 70% of the elderly population requiring long-term care receive it in their own homes. The ongoing modernisation of health and social care IT infrastructure, as well as the development and implementation of telehealth solutions at home, have the potential to significantly benefit patients.

Investors eyeing assets

In 2016 the listed US private equity firm Carlyle Group acquired a minority stake in Schoen Klinik Verwaltung GmbH, the operator of 17 hospitals which provide orthopaedics, neurology, and psychosomatic medicine, for

an estimated €1.5bn. A number of leading PE groups were interested in the deal, showing the strength of investor appetite for German secondary care facilities.

Private equity are not the only type of investors interested in the domestic healthcare market. Deals such as Primonial REIM, the French real estate investment trust, acquiring a portfolio of healthcare clinics and nursing homes shows that the healthcare real estate sector remains an attractive investment opportunity, with appealing returns and fixed or long-term leases.

IPO rumours

The hot topic of 2017 is likely to be the potential public listing of Asklepios, Europe’s largest privately owned hospital operator, on the Frankfurt Stock Exchange. Market expectations value the company at around €4-5bn and the fresh capital would open opportunities for larger acquisitions. The group operates 150 healthcare facilities throughout Germany, and deals with approximately 2.3 million patients annually.

International reach

In the last 12 months German operators have shown their appetite with a number of acquisitions outside their border.

For instance, as mentioned elsewhere in this report, Celesio, the listed provider of pharmaceuticals and logistics services, acquired three businesses from UDG.

“High cost pressure is driving further consolidation in the sector, as well as the restructuring of hospitals and hospital chains. For the mid- to long-term we see great potential in the implementation of modern telematic technologies to change the face of the healthcare industry.”

Markus Otto, Managing Partner, Germany

So far in 2017 we have witnessed 11 completed transactions, a slight increase on the nine we saw over the same period last year.

2424

Scandinavia

Vets and pets

Two of the region’s largest private equity firms now control two of the most prominent veterinary groups: EQT-backed Evidensia and Nordic Capital-backed AniCura. The industry is characterised by having stable income and good cash flow, as people are spending more money on their pets’ health. That payment typically happens up front, which makes it attractive to investors.

The market has historically been very fragmented, consisting mainly of smaller clinics serving local areas, thereby making it attractive for buy-and-build strategies which can create multiple arbitrage. Synergies can also be achieved through equipment, medicine and general purchasing, as well as through co-branding, internal training and treatment specialisations.

AniCura has been very active over the last 12 months with ten acquisitions of smaller veterinary practices. Two of these were in the Netherlands, six in Norway, and two in Denmark. One of the latter deals was the purchase of Varde Dyrehospital in a deal advised by Clearwater International. AniCura has continued to make acquisitions in 2017 with three closed so far.

Evidensia and its owners EQT, the Swedish private equity firm, decided on a strategy of larger acquisitions last year, acquiring Independent Vetcare, the UK-based chain of 315 clinics, in a deal valued at an estimated €500m. The combined business now operates 500 clinics across eight countries.

Private equity consolidation

Scandinavia remains one of the most developed private equity markets in the world. Driven by stable economic growth, a highly-educated workforce and an underlying entrepreneurial spirit, money continues to pour into the region.

Team Olivia, a portfolio company of Swedish venture capital firm Procuritas Partners, provides a wide range of services from geriatric care to personal assistance at home. It continued to develop its wide range of services with seven acquisitions in 2016, including:

Connexa Barnevern AS, the Norwegian childcare company.

Annas Assistans Sverige AB, the Swedish provider of personal assistance care services.

Backebo Vård och Omsorg, the Swedish operator of care facilities for dementia patients.

Technology is an intrinsic part of the Scandinavian economy with Stockholm often cited as the world’s second most significant region for tech start-ups, second only to Silicon Valley in California.

Hermes Medical Solutions AB, a provider of systems and software for integrating, visualising, processing and archiving medical imaging data, attracted investment from private equity firm Segulah Advisors. The systems are primarily used by physicians to enable faster and more accurate diagnosis and treatment of patients, thereby increasing efficiencies.


The region saw 36 completed deals in 2016, up from just 16 in 2015, while there were six deals in the first quarter of 2017.


Iberia

The first quarter of 2017 has seen 15 deals completed already, compared to 11 in the first three months of 2016, indicating that we may see a further increase on last year's overall total.

Spain

Elderly care

2016 was a very active year for the elderly care sector with three large transactions. Spain is forecast to have one of the oldest populations in the world by 2050, with 12.8m residents over 65 years of age, equivalent to 31.2% of the total population.

Little surprise that the sector is gaining attention and interest from European investors and specialists, especially from France, who have entered or reinforced their presence in Spain. Currently four out of the top five players in terms of revenue are foreign-owned.

One of the most significant deals has been French investor PAI Partners' acquisition of SARQuavitae, the provider of 88 assisted-living facilities for senior citizens, for €440m. This deal comes after its entry to the Spanish market in 2015, when it acquired Geriatros, for €300m from Magnum Capital. PAI Partners has chosen the name of GeriaVi for the group resulting from merging SARQuavitae and Geriatros.

Other deals include:

French healthcare giant Orpea’s acquisition of a 66.5% stake in Grupo Sanyres, the operator of a network of health and social care homes that provide care and assistance to elderly people.

Maisons de Famille, the French retirement homes provider, increased its presence in Spain with the acquisition of Grupo Amma, the network of 30 elderly care centres, for €220m. Maisons de Famille has been present in Spain since 2014 when it acquired 12 elderly care facilities in the Madrid and Castilla-La Mancha area.

Hospital groups

The private sector is gaining more weight in the Spanish health market with latest data from IDIS showing that private funding now accounts for 28.5% of total health expenditure. This is higher than other major European countries such as the UK (13.4%), France (21.3%), Italy (22.6%) and Germany (23.7%).

The private hospital sector has continued to consolidate. Listed German player Fresenius acquired Quironsalud, the operator of medical centres including general hospitals, multi-speciality medical centres, day hospitals, assisted reproduction centres, ophthalmology centres, and residential care facilities. HM Hospitales also bought three hospitals in 2016.

Future trends

The elderly care sector is gaining a lot of interest from foreign investors, and this trend should continue. Market consolidation is inevitable as the top ten operators hold only 21% of a market valued at some €4bn. Opportunities will arise from new investors entering the market while we also expect to see a number of buy-and-build strategies.

Spanish hospital groups are much smaller and less concentrated than their European peers, making the market ripe for consolidation.

During 2016, we recorded 47 completed deals with a combined value of €6.6bn, compared to 40 in 2015. The most active sector remained the secondary care market with a number of deals involving hospitals and clinics.


Portugal

Private hospitals

The market is highly consolidated with the top four players - whose operations are generally concentrated in Lisbon and Porto – having almost a 70% share.

Recently the main players have been increasing their growth efforts through M&A and greenfield investments, not only in the main urban centres but also within interior regions of the country:

Lusíadas Group, a subsidiary of the US giant UnitedHealth Group, acquired three ambulatory clinics, two in Lisbon and one in Braga.

Luz Saúde acquired a hospital in Guimarães and announced that it intends to build three new hospitals.

José de Mello Saúde and CUF Saúde invested nearly €250m in two new hospitals in Viseu and Lisbon and two new units.

Looking ahead, we expect that the largest players will look for opportunities to consolidate with smaller units, especially ambulatory centres, outside of the main cities. Some hospital operators will also look for opportunities to integrate other complementary health services such as diagnostics clinics or assisted residencies.

Assisted residencies

The assisted care sector is at an interesting turning point. If you compare the capacity and demand of the Portuguese market, we see a distinct lack of available facilities and the difference between demand and supply is more extreme than in many other European markets with the not for-profit segment already stretched beyond capacity.

On the other hand, the for-profit care segment is very fragmented with the largest player holding only 4% of the market. Recent studies indicate that there will soon be a surge in demand for for-profit care services and plans are not in place to deal with the demand.

Over the last two years there have been several investments in real estate for assisted residencies. Listed Portuguese investor Montepio Geral Associaçao Mutualista SAO acquired a 49% stake in Residências Montepio - Serviços de Saúde S.A., the owner-operator of homes.

Despite this backdrop the Portuguese market is not at present seeing investment from international investors. However, due to the scarcity of opportunities to acquire large operations, and the evident market opportunity, we expect to see some international players entering the market by acquiring small operations to scale-up, rather than make greenfield investments.

For instance, as mentioned earlier, we have seen UnitedHealth Group enter the market, but none of the major residential care providers have yet made a move. Meanwhile we can expect to see several smaller players pursuing buy-and-build strategies in order to add scale and improve margins.

“Following the European trend, Portugal’s health and social care sector has been consistently growing over the years. Currently, the main operators are looking to acquire large greenfield investments, especially in the traditional hospital sector, and also invest in smaller players in other segments such as the assisted living sector and in more specialised clinics. Over the next year these smaller players will represent a unique M&A opportunity for international investors and strategic trade buyers.”

Afonso Lima, Associate Director, Portugal


Insourcer of elective endoscopy and surgery services

Clearwater International advised the founding shareholder on the sale of the company to private equity

Project A

French healthcare group

Clearwater International advised the shareholders of Groupe 3H on the sale to regional holding SISIO

Groupe 3H

Company specialising in homecare services for the elderly

Clearwater International advised Colisée Group on the acquisition of Nouvel Horizon Services

Colisée Group

Major player in the French service sector property market

Clearwater International advised Primonial REIM on the acquisition of Gecimed, a diversified portfolio of 73 assets

Primonial

World’s largest fleet of mobile healthcare facilities

Clearwater International advised management on securing a €19m refinancing deal with AIB

Vanguard

Specialist provider of personality disorder services

Clearwater International advised the vendor on the sale to London Stock Exchange-listed health services provider Cambian Group

Ansel

Leading UK dedicated health and social care consultancy

Clearwater International advised the company on the sale to GE Healthcare

Finnamore

Specialist provider of staffing solutions and homecare services to the healthcare industry

Clearwater International advised Sovereign Capital and Newco on raising acquisition debt and working capital facilities

Nurse Plus

Leading laboratory service provider

Clearwater International advised private equity firm Palero Capital on the sale of Lausitzer Analytik to Synlab Holding, a portfolio company of Cinven

Lausitzer Analytik GmbH

Providers of enterprise software solutions for hospitals

Clearwater International advised Cetrea shareholders on the sale to Getinge AB

Cetrea

Chain of UK-based dentistry clinics

Clearwater International advised management on a new refinance deal with a bank

Project B

Animal hospital

Clearwater International advised Varde Dyrehospital on its sale to AniCura, backed by private equity

Varde Dyrehospital

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