Ladies and gentlemen, welcome to the conference call of Medios AG. At our customer's request, this conference will be recorded. As a reminder, all participants will be in a listen-only mode. After the presentation, there will be an opportunity to ask questions. If any participant has difficulties hearing the conference, please press star followed by zero for operator assistance. May I now hand you over to Claudia Nickolaus, Head of Investor and Public Relations and ESG Communications at Medios?
Thank you. Welcome to our conference call on the acquisition of Ceban Pharmaceuticals. Thank you for joining our conference on such short notice. We are pleased to present details on the important acquisition that we announced yesterday evening. Additionally, we can provide information on the preliminary results for the full year 2023, as well as the guidance for 2024 and an outlook for 2025 for our KPIs, revenue, and EBITDA-pre, including Ceban. Today with me is our CEO, Matthias Gärtner, our CFO, Falk Neukirch, and our Director, International Business Development, Constantijn van Rietschoten. Matthias will start with an executive summary, followed by Constantijn with a deep dive into the strategic rationale of the Ceban acquisition. Falk will then comment on the financing of the acquisition and will present Medios' preliminary results for the full year 2023, the guidance for 2024, and provide an outlook for full year 2025.
Afterwards, all three gentlemen will be happy to answer your questions. You can follow the presentation in parallel via the webcast. I would now like to hand over to our CEO, Matthias Gärtner.
Okay, thank you. Claudia, good afternoon. Good morning, ladies and gentlemen. Warm welcome from my side. We are very excited and proud to give you more insights on the transformative and value-enhancing acquisition of Ceban Pharmaceuticals. Let me start with slide three. What is special about the acquisition? This acquisition is the first milestone in our journey and vision to build the leading European specialty pharma platform. We get immediate market access to three European countries: the Netherlands, Belgium, and Spain. After the closing, Medios will be number one in Germany and number one in the Netherlands. Additionally, we will have a footprint in Belgium and Spain. In other words, Medios, including Ceban, will have a leading position in compounding of specialty pharma in Northwestern Europe. With the acquisition, we will significantly diversify our product portfolio and value chain in specialty pharma.
We will run a network of 23 owned pharmacies in the Netherlands, and we will be adding the API (API stands for Active Pharmaceutical Ingredients) and the high-margin non-sterile business as well. The good cultural fit of the two groups strongly supports too deep cross-selling potentials and synergies. The acquisition is being made at an attractive multiple and will be mainly financed by cash and debt, and only to a small extent by new Medios shares. The share component also was a strategic decision, as we will gain Bencis, a European private equity company, as a new long-term investor. I would like to stress that the transaction is immediately EBITDA-pre accretive and will increase margin from the very beginning. We expect to significantly exceed the EUR 100 million mark in EBITDA-pre already in 2025, with an EBITDA-pre margin of 5%+.
Constantijn and Falk will provide more insights on Ceban and the financing later. We already proved in the past that we are able to successfully and quickly integrate acquisitions, as shown on slide four. First, we expanded our pharmaceutical supply segment with Cranach Pharma in 2021 and became the leading provider of specialty pharma solutions in Germany. Exactly one year later, we substantially strengthened our patient-specific therapies business through the acquisition of NewCo Pharma with a strong focus on compounding. And again, one year later, BBW has been acquired, adding blistering activities and compounding volume as part of the transaction. I am especially proud that once again we are delivering on what we promised. We are acquiring the first company outside Germany. It is the first step in Medios' internationalization and an outstanding milestone in our growth strategy.
The acquisition will significantly increase our profitability, with a potential EBITDA-pre margin of over 5% in 2025. This acquisition clearly creates value for our shareholders. I'm also happy that Ceban fulfills all our predefined M&A criteria, as shown on slide five. The acquisition of Ceban is an important milestone for our European expansion strategy and strategically fits to achieve our mid- and long-term targets. With its leading market position in the Netherlands and growing market positions in Belgium and Spain, Ceban is excellently positioned for further growth and highly profitable. Ceban's portfolio offers a strategic diversification of our activities while tapping into attractive growth markets. Ceban's management team will stay on board, is fully committed, and looks forward to building the leading European specialty pharma platform together with us.
All in all, this is a truly transformative transaction for Medios, and we expect to deliver on our ambitious mid-term targets already in 2025. On behalf of the entire executive board, I would like to take this opportunity to thank our M&A team, Christian Philipp, and also Constantijn, who made the successful completion of this transaction possible. Let's switch to slide 6, providing a snapshot on Ceban. Ceban is a fast-growing, leading pharmaceutical compounding platform, founded in 2004. We are very blessed to welcome around 600 motivated Ceban colleagues. As said at the beginning, Ceban has activities in three European countries, with a leading market position in pharmaceutical compounding in the Netherlands. Ceban's revenue grew at an average organic growth rate of more than 10% over the last three years. The EBITDA-adjusted margin for 2023 amounts to an attractive 18%.
I now hand over to Constantijn, who will elaborate in more detail on Ceban, the strategic rationale of the acquisition, and on the various geographic markets.
Thank you, Matthias. Also, a warm welcome from my side. I would like to take you through what Ceban does in more detail and its strengths and potential leading up to the strategic rationale for this transaction. Ceban has shown an incredible development and growth in the past 20 years, both organically, with a growth of more than 10% over the past three years, and through acquisitions, led by a strong and experienced management team. They are strongly committed to stay on and grow the business further, both in existing but also in new markets. Ceban is a leading full-service personalized medicine platform focused on compounding services and operating a chain of pharmacies. It operates four GMP Good Manufacturing Practice facilities in the Netherlands, Belgium, and Spain, and services a broad customer base of over 200 hospitals and clinics and more than 3,300 retail pharmacies.
Its differentiated business model covers the entire compounding value chain, which provides synergistic effects, which I will explain in more detail later in the presentation. When we move to slide seven, this gives you an overview and breakdown of Ceban's activities, with the high-margin compounding activities in the Netherlands being the largest contributor of both revenue and EBITDA. With compounding services, Ceban provides tailor-made medication compounded at its own sterile and non-sterile facilities in the Netherlands. The main customers are pharmacies, hospitals, and clinics. These activities, with a leading position in the Netherlands and a starting position in Belgium, account for around 45% of revenue. When we move to API services, this business unit comprises the sourcing, repacking, and distribution of active pharmaceutical ingredients and excipients to pharmacies and hospitals still compounding in-house. Ceban is doing this from two GMP-compliant repackaging facilities in Belgium and Spain.
Although API services account for only 15% of revenue, these activities provide significant operational and strategic benefits to the core activity of Ceban, being compounding services. It secures timely access to APIs used in compounding, which is very important in today's continued and growing shortage of essential medicines. The team of API services fosters a relationship with the same very relevant customer base that compounding services are focusing on. Being active and successful in API services leverages Ceban's position in compounding services. The same goes for pharmacies. Ceban operates a chain of 23 pharmacies in the Netherlands and is a frontrunner in providing digital services and dispensing machines to the pharmacies. This means that Ceban has direct access to and a strong relationship with many pharmacies. Moreover, Ceban collects market insights through these activities, enabling Ceban to early anticipate market dynamics and shifts in market demand.
This is why covering the whole value chain provides substantial synergetic benefits. The activities in API services and pharmacies are equivalent to Ceban's core activity, being compounding services. Let's switch to slide eight, where we zoom into the Netherlands. As already mentioned before, Ceban is a market leader in compounding services in the Netherlands. Before we dive deeper into Ceban's position and activities in the Netherlands, let me spend a few words on the positive market dynamics for compounding in general. As we also witness in Germany, the healthcare sector in Europe faces several challenges, which support a growing demand for compounding services. We see an aging population, rising costs of healthcare, and increasing shortages of medicines. Moreover, we see healthcare providers increasingly focusing on their core activities.
Pharmacies and hospitals face shortages in skilled labor, wage inflation, and capacity constraints, while increasing regulation and quality requirements require significant investments and put even more pressure on processes and costs. But above all, we see an increasing demand for personalized medicines, making treatments more effective and accessible to patients. We see these developments all over Europe. These developments obviously support the outsourcing trend, with the level of regulatory liberalization being the determining factor for a market to thrive. And that brings me to the Netherlands, which was one of the first markets to liberalize, setting a favorable environment for both sterile and non-sterile compounding services. And Ceban was one of the first when this market started to evolve and decisively built its leading position in compounding services it has today.
The unique business model of Ceban, covering the full value chain, as discussed in the previous slide, is an important contributor to its success, with its supply chain security, product development, and strong logistics being important strategic capabilities. Ceban has proven to be highly innovative and is able to bring innovations quickly to the market. The non-sterile market in the Netherlands, in which Ceban has a leading position with a complete offering, is already quite mature, though still growing by a mid-single digit. The sterile market, in which Ceban is expanding its position, is rapidly growing. Ceban is well positioned to further take advantage of this outsourcing trend in this market, supported by its product development team and manufacturing capabilities, providing sufficient headroom for further growth.
Moving on to Belgium, as shown on slide nine, at this point in time, Ceban's main activity in this market is supplying APIs and related products to pharmacies and hospitals compounding in-house. Ceban is a leading player in this field. As this business services the compounding market, the same market dynamics also drive growth in this market, positioning Ceban well for further growth in Belgium. However, the compounding market is evolving due to changes in regulation, which opened the market for outsourcing of compounding activities. At the same time, increased regulation is requiring investment from hospitals, giving another push towards outsourcing. Planned increases in clean room regulation, requiring investment of hospitals, is likely to drive outsourcing from mainly the smaller hospitals. So more favorable regulation in certain countries is fueling growth of compounding, and it is fair to say that it has only just started.
Ceban is well positioned to take advantage of this. It has recently started building its position in compounding service in Belgium. Last month, it has received the required approvals from the authorities, and its state-of-the-art new facility near Antwerp is ready to go. I will now comment on the operational synergies, as shown on slide 10. Combining the activities of Medios and Ceban obviously provides multiple operational synergies in sourcing, operational leverage, and exploiting new opportunities. Starting with sourcing, the combination will benefit from increased purchasing power. It can drive down supply costs by making optimal use of its diversified sourcing capabilities while improving its supply chain security. In terms of operational leverage, the combination will obviously benefit from economies of scale. Moreover, there are clear opportunities for cross-selling and sharing of best practices across the platforms in Germany, Belgium, the Netherlands, and Spain.
Finally, I would like to highlight the new opportunities we see, for instance, through cross-border shipments and launching APIs in the German market. We also see further potential for cytostatic compounding in the Netherlands by making use of our extensive knowledge and experience in Germany. And this brings me to my last slide, wrapping up the overall strategic rationale as outlined on slide 11. This transaction is an important milestone in the execution of our strategy to build the leading European specialty platform. It positions us strongly to benefit from the very positive compounding dynamics in certain European countries, also driven by an evolving, more favorable regulatory environment. The acquisition of Ceban gives us an outstanding position in the Dutch pharmaceutical market. It gives us access to Belgium and Spain and opportunities to expand into new geographies in Europe.
The combination will have a leading position in Northwestern Europe and is strongly positioned to accelerate growth. With this step, Medios not only diversifies geographically, but we also diversify in our offering by adding complementary products and services, which limits the risks while increasing synergies and cross-selling. The combined platform and network create immediate upselling and cross-selling opportunities in these complementary geographical markets, as explained in the previous slides, including the introduction of API services into Germany. Medios' unique network of around 800 mainly large partner pharmacies in Germany can be leveraged to expand the distribution of Ceban APIs into Germany, being the largest pharmaceutical market in Europe. Ceban's leading pharmacy, hospital, and clinic network in the Netherlands, combined with the in-depth knowledge and experience in sterile compounding, positions us also well to exploit further growth potential.
Next to the just-discussed substantial synergies in sourcing, operational leverage, and new opportunities, Ceban has strong strategic and operational capabilities in place, which can be leveraged for the benefit of Medios, including well-invested sterile and non-sterile compounding facilities that have enough headroom for growth. The highly committed management team of Ceban has a proven track record and is dedicated to building the leading European specialty platform together with us. As said, this transaction is truly transformative, and I would now like to hand over to our CFO, Falk, to run you through the financial aspects of the transaction. This is all from my side, Falk.
Thank you, Constantijn. Good morning also from my side.
I'm pleased to complete the picture with some more insights on the purchase price and the financing of the transaction, as well as on our preliminary results for 2023, the guidance for 2024, and even an outlook for 2025. On slide 12, we summarized the main facts of the transaction. The purchase price for 100% of Ceban Pharmaceuticals and all subsidiaries amounts to EUR 235.3 million + EUR 1.7 million new Medios shares, versus EUR 23.9 million based on closing price of EUR 13.9 on March 14. This represents an EBITDA adjusted multiple of 8.9x based on the preliminary 2023 results of Ceban. As already outlined, the purchase price is fair and reasonable in our opinion.
We will pay the main part of the purchase price by drawings under a bridge facility of EUR 200 million. The bridge facility has common market interest rates, which are increasing during the term of the loan. The remaining EUR 35.3 million of the cash purchase price will be paid by cash at hand or further drawings under the additional available syndicate loan over EUR 75 million. The bridge facility is planned to be replaced by a long-term debt facility like a bond or a step-up of the existing syndicate loan. In addition, and to the extent this will be available, also equity is projected to be used for a refinancing component of the bridge facility. The remaining part of the purchase price is provided by Medios shares. We will issue 1.7 million new shares from authorized capital against contribution in kind.
Consequently, Medios share capital would increase to around 25.5 million shares. The new shares would represent 6.67% of the share capital. The new shares are subject to a hard lockup period of 24 months. Slide 13 illustrates the fact that the major part of the financing will be provided by new debt and cash. As outlined already, the merger with Ceban will substantially strengthen our market position as a leading provider of specialty pharma solutions not only in Germany but also in Northwestern Europe. This will give us a strong tailwind for further growth. This brings me to slide 14, outlining our preliminary results as well as our guidance for 2024 for the Group, including Ceban, and the mid-term outlook for 2025. Let's start with our preliminary results for 2023.
Revenue increased by approximately 11% to almost EUR 1.8 billion, and thus meeting the narrowed guidance for 2023 revenue of EUR 1.8 billion from November 2023. EBITDA pre for 2023 rose by 10.3% to EUR 60.5 million and thus slightly overshoot the narrowed guidance of EUR 60 million presented at our nine-month earnings call in November 2023. More details on our results for fiscal year 2023 will be provided next week in our earnings call on March 27. For 2024, we expect revenue to reach a range of EUR 1.9 billion-EUR 2.1 billion, reflecting a growth of 11.1%, taking into account the middle of the corridor. EBITDA pre is expected to be in the range of EUR 82 million-EUR 91 million, a disproportionate rise of 43% at the middle of the guidance corridor.
The guidance for 2024 is subject to the assumptions that we will reach control on Ceban in May 2024. The EBITDA pre guidance includes integration costs, but it is adjusted for extraordinary expenses like M&A transaction costs, expenses for stock option programs, performance-based payments for compounding volumes, and implementation costs for an ERP program. As an outlook for 2025, not as a guidance, the further integration of Ceban is expected to lead to revenues of approximately EUR 2.15 billion. The reason for the slightly lower revenue increase is a focus on increasing margins and cash flow in the future, which to a certain extent also means that we would accept discontinuing revenue with low profitability.
Also, as an outlook, but not to understand as a guidance, we expect in 2025 for the first time to cross the EUR 100 million mark in EBITDA pre by a targeted EBITDA pre of around EUR 110 million and a corresponding EBITDA pre margin of around 5.1%. This shows very clearly that the acquisition is EBITDA pre margin accretive from the beginning. We will significantly increase our profitability with a potential EBITDA pre margin above 5%. Here, I hand over to Matthias Gärtner.
Thank you, Falk. Thank you, Constantijn. Let me outline the next steps as shown on slide 15. The acquisition is subject to the fulfillment of closing conditions such as regulatory approvals. We do not see any issues here. We are confident to close the deal, as mentioned before, in the second quarter of 2024.
As outlined by Falk, we intend to fully consolidate Ceban as of 1st of May 2024. We very much look forward to integrating Ceban as a separate foreign subsidiary of Medios. However, we will only fully integrate reasonable and legally necessary parts. Ceban will continue to operate under its current brand. Most important, the Medios team and the Ceban team are fully committed to jointly build the leading European pharma platform as a new crew. I will end up my presentation with a few comments about our ongoing growth story. Most of you already know our growth strategy, and it's three pillars shown on slide 16. We now achieved the first milestone regarding the internationalization of our activities, and we are very much looking forward to continuing working jointly with Ceban to successfully implement our growth story also beyond 2025.
This includes medium and long-term growth opportunities, which could be additional segments and/or services providing a higher margin potential as well as an ongoing international expansion of our activities to develop the leading European specialty pharma platform. Almost needless to say, the attractiveness of the value proposition of the Medios group will increase for investors and partners. With this, we would like to move on to the question and answer session. Thank you for your time and interest. May I now ask the operator to coordinate the questions?
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