Terveystalo (TTALO) M&A announcement summary

Deal rationale and strategic fit

• The combination creates a leading European healthcare entity and market leader in Finland’s eye health sector, with significant growth potential and a broad, integrated service offering.

• Highly complementary customer bases and business models enable substantial cross-selling and value creation opportunities, supporting both organic and inorganic growth strategies domestically and internationally.

• Strong industrial logic and cultural fit underpin long-term value creation in current and new markets.

• The integrated model covers the entire eye health value chain, enhancing customer experience and operational efficiency.

• Coronaria becomes the largest shareholder, aligning long-term interests and bringing industry expertise to support future growth.

Financial terms and conditions

• Enterprise value is €574 million (debt and cash free), with €275 million in cash and 36.5 million new shares valued at €8.20 each.

• Coronaria and other sellers will collectively hold about 22.4% of shares post-transaction.

• Cash consideration is subject to adjustments for net debt and net working capital; share consideration is fixed.

• The deal values Silmäasema at 11.5x 2025 adjusted EBIT, including full run-rate synergies.

• Coronaria will become the largest shareholder upon completion.

Synergies and expected cost savings

• Annual pre-tax synergies estimated at €11–15 million, mainly from cost savings (about 70%), expected to be fully realized by the end of year three post-completion.

• Cost synergies to materialize primarily within 18 months, with additional revenue synergies from cross-selling not included in the synergy estimate.

• Integration costs are estimated at €7–9 million.