Established in 1993, the ARX group (the ‘Group’) of companies is Europe’s leading distributor of pharmacy automation solutions. The business specialises in providing automated storage and retrieval solutions to the medical supply chain across seven countries.
ARX’s largest supplier, NYSE-listed CareFusion, had always viewed ARX as a highly strategic asset – acquiring the Group would provide an owned distribution channel into Europe. To this end, in 2012 CareFusion approached Rupert Katritzky, ARX’s founder, about a potential acquisition of the business. However, at that point Rupert felt that it was not the right time to sell. He could still see significant development opportunities and wanted to lead this stage of growth for the business.
As confirmation of this belief, ARX continued to trade strongly and in late 2014 CareFusion made a second approach. This time, Rupert thought he should consider the offer. However, the initial approach was below his value aspirations and CareFusion was in turn being acquired by NYSE-listed BD (Becton, Dickinson and Company), a global medical technology company. This meant any purchase of ARX had to exchange before this deal closed. Rupert knew the Catalyst team and was comfortable we would be able to move fast and execute the deal within the short timeframe driven by the BD acquisition, as well as deal with the issues of selling to a major trading partner, such as the sharing of commercially sensitive information.
What difference did we make?
In recognition of both the timescales and the knowledge CareFusion already possessed through the trading relationship, we undertook a focused period of information gathering to provide a platform for improving the initial offer and completing the transaction quickly thereafter. Commercially sensitive information was disclosed in a highly controlled manner to enable CareFusion to refine its offer and to enable the deal to progress.
This presentation of the business proved successful and an improved offer was agreed and codified into a signed Heads of Terms. With just 10 weeks to complete the acquisition, the process then entered an intense phase during which we finalised preparations for the stringent and thorough diligence CareFusion required as a US-listed trade buyer. We then managed CareFusion through this diligence process, setting up a data room and managing the flow of sensitive information from management to the buyer to ensure they completed on the agreed terms and on time, even though a number of complex intellectual property issues were raised.