Avantor, a global provider of mission-critical products and services to customers in the life sciences and advanced technologies and applied materials industries, entered into a definitive agreement to acquire the Masterflex bioprocessing business and related assets of Antylia Scientific, a privately held, portfolio company of investment firms GTCR and Golden Gate Capital. The all-cash transaction is valued at $2.9 billion, subject to final adjustments at closing. Given anticipated tax benefits from the transaction structure, the net purchase price is approximately $2.7 billion.
Headquartered in Vernon Hills, IL, Masterflex is a global manufacturer of peristaltic pumps and aseptic single-use fluid transfer technologies with estimated 2022 revenues of approximately $300 million. The acquisition strengthens Avantor’s offering across all bioproduction platforms including monoclonal antibodies (mAbs), cell and gene therapy and mRNA and supports both therapy and vaccine manufacturing including COVID-19. For more than 50 years, Masterflex has been providing industry-leading fluid transfer technologies central in the execution of research and production workflows.
“The acquisition of Masterflex reflects our commitment to the biopharma industry, and our ability to identify and execute on value-creation opportunities,” Michael Stubblefield, president and CEO of Avantor, said. “The business enhances our portfolio of proprietary technologies and strengthens our position in the highest growth segments of the market. Both Avantor and Masterflex share a strong culture of innovation and excellence, and we look forward to welcoming Masterflex’s highly skilled team to the Avantor family.”
Masterflex has business characteristics common to Avantor including its premium brand, stringent quality standards, specification-driven model and highly recurring revenue. Avantor will leverage its differentiated channel and deepen biopharma customer relationships to enhance growth opportunities in both research and production environments.
“This proposed transaction helps both parties and positions the Masterflex bioprocessing business well for future growth,” Brian Barnett, president at Masterflex Bioprocessing, said. “Avantor’s broad portfolio is used in virtually every stage of the most important research, development and production activities. We are excited about combining our end-to-end fluid management solution with Avantor’s comprehensive portfolio of process ingredients, chromatography resins and excipients for Biopharma customers worldwide.”
Avantor has a demonstrated track record of successful acquisition activities, including tuck-ins to large, transformational opportunities. Including Masterflex, Avantor has successfully completed 43 acquisitions, deployed more than $11 billion in capital and generated well over $350 million in EBITDA synergies, since 2011.
The transaction is expected to enhance Avantor’s revenue growth and margin profile and be accretive to Adjusted Earnings per Share (EPS) in year 1 post-acquisition.
Avantor has a full debt financing commitment for the transaction, and retains the flexibility to alternately obtain debt or equity financing in the market in order to achieve its targeted capital structure.
The transaction is expected to be completed in the fourth quarter of 2021, and is subject to customary closing conditions, including receipt of applicable regulatory approvals.
Jefferies and Gordon Dyal & Co. Advisory Group are acting as financial advisors to Avantor, and Simpson Thacher & Bartlett is serving as legal counsel. J.P. Morgan and Perella Weinberg Partners are acting as financial advisors to Masterflex, and Kirkland & Ellis is serving as legal counsel. A full debt financing commitment for the acquisition has been provided by Citigroup Global Markets and Goldman Sachs Bank.