Terveystalo (TTALO) M&A announcement summary

Deal rationale and strategic fit

• The acquisition creates a leading European outpatient care platform, accelerating growth and strengthening presence in the eye care market, with significant potential for international expansion.

• The combination leverages complementary strengths, customer bases, and integrated models, serving about two million customers and enhancing resilience and revenue diversification.

• Both entities share a philosophy of transforming healthcare towards more retail-like, customer-centric, and data-driven models, supporting profitable growth and digital engagement.

• Coronaria, as the new largest shareholder, brings operational expertise and strategic support.

• The transaction enables scaling of innovative service models and expansion beyond Finland.

Financial terms and conditions

• The enterprise value is approximately EUR 574 million: EUR 275 million in cash and 36.5 million new shares at EUR 8.20 each, with the share component valued at around EUR 300 million.

• Coronaria will become the largest shareholder with 15.1% of shares; all sellers will hold 22.4% post-transaction.

• Debt financing of up to EUR 350 million is arranged with partner banks, with a four-year term and extension options.

• The deal values Silmäasema at an EV/2025 adjusted EBIT multiple of 11.5x, including full run-rate synergies.

• The combined entity is projected to reach EUR 1.5 billion in revenue and a 20% EBITDA margin by 2025.

Synergies and expected cost savings

• Estimated annual pre-tax run-rate synergies of EUR 11–15 million, mainly from cost savings (70%), with the remainder from revenue synergies.

• Cost synergies stem from network optimization, procurement, and digital platform efficiencies, expected within 18 months.

• Revenue synergies include cross-selling and upselling opportunities, with full potential beyond three years.

• One-off integration costs are estimated at EUR 7–9 million.

• Full synergy run-rate is expected by the end of year three post-completion.