PROPOSED ACQUISITION BY EPHIOS LUXEMBOURG S.À R.L. OF SOLE CONTROL OF SYNLAB AGCase type: MRR Form 2 (Simplified Procedure) Case Parties: Ephios Luxembourg, S.à r.l/SYNLAB AG/Fifth Cinven Fund/SYNLAB Nigeria Limited/STATPATH Limited Published: 30 Oct. 2023
This notification concerns a foreign-to-foreign transaction involving the proposed acquisition of sole indirect control by the Fifth Cinven Fund (Cinven V), through Ephios Luxembourg, S. r.l. (Ephios Luxembourg or the Acquiring Undertaking), a socit responsabilit limite incorporated in the Grand Duchy of Luxembourg, of SYNLAB AG (SYNLAB, together with its controlled affiliates, the Target Undertaking) (the Transaction). SYNLAB AG is a public company incorporated in Germany. Ephios Luxembourg is majority-owned and solely controlled by Cinven V, which is a part of Cinven. Prior to the Transaction, Cinven V holds approximately 43% of the shares and voting rights in SYNLAB, indirectly through Ephios Luxembourg. Pursuant to the Transaction, Cinven V intends to indirectly acquire the remaining shares in, and sole control of, the Target Undertaking. Ephios Luxembourg, together with its controlled affiliates and Cinven V, are hereinafter collectively referred to as the Acquiring Group. The Acquiring Group and the Target Undertaking are referred to in this notification as the Parties. Ephios Luxembourg is a holding company that does not control (directly or indirectly) any undertakings incorporated in Nigeria, nor does it supply any goods or services in Nigeria. Cinven V is a part of Cinven, a private equity business engaged in the provision of investment management and investment advisory services to a number of investment funds. The companies in Cinvens portfolio of investments are active in a wide range of sub-sectors, mainly business services, consumer, financial services, healthcare, industrial, and technology, media, and telecommunications. Cinven does not control (directly or indirectly) any undertakings incorporated in Nigeria. SYNLAB provides medical diagnostic services and special diagnostics, primarily in the sector of human medicine. The services include (i) clinical laboratory testing; (ii) anatomic pathology diagnostic; (iii) diagnostic imaging; (iv) human genetics; and (v) value adding services. SYNLAB operates in Europe, Latin America, the Middle East, and Africa. In Nigeria, SYNLAB controls SYNLAB Nigeria Limited (SYNLAB Nigeria) and STATPATH Limited (Statpath). While the Parties meet the turnover thresholds for notification to the Federal Competition and Consumer Protection Commission (the FCCPC), it is submitted that the Transaction raises no competition concerns. More specifically, there are no horizontal overlaps or vertical relationships between the Parties activities relevant to Nigeria. Accordingly, the Transaction will not prevent or lessen competition in any relevant market that may be found to exist in Nigeria. In addition, no public interest concerns will arise as a result of the Transaction, and specifically, no negative impact on employment in Nigeria is anticipated as a result of the Transaction. As a long-standing shareholder of SYNLAB with considerable knowledge of the business and expertise in the industry, Cinven V considers that SYNLAB represents an attractive investment opportunity that will benefit from the support of a committed and experienced investor.