Avantor to Acquire Masterflex; Expands Proprietary Single-Use Offering for Bioproduction

September 7, 2022 – Drug Discovery –

RADNOR, Pa., Sept. 7, 2021 /PRNewswire/ – Avantor, Inc. (NYSE: AVTR), a leading global provider
of mission-critical products and services to customers in the life
sciences and advanced technologies & applied materials industries,
today announced that it has entered into a definitive agreement to
acquire the Masterflex bioprocessing business and related assets
(collectively “Masterflex”) of Antylia Scientific, a privately held,
portfolio company of investment firms GTCR and Golden Gate Capital. The
all-cash transaction is valued at $2.9 billion,
subject to final adjustments at closing. Given anticipated tax benefits
from the transaction structure, the net purchase price is approximately
$2.7 billion.

Headquartered in Vernon Hills, Illinois,
Masterflex is a leading global manufacturer of peristaltic pumps and
aseptic single-use fluid transfer technologies with estimated 2022
revenues of approximately $300 million.
The acquisition strengthens Avantor’s offering across all bioproduction
platforms including monoclonal antibodies (mAbs), cell and gene therapy
and mRNA, and supports both therapy and vaccine manufacturing including
COVID-19. For more than 50 years, Masterflex has been providing
industry-leading fluid transfer technologies central in the execution of
research and production workflows.

“The acquisition of Masterflex reflects our commitment to the
biopharma industry, and our ability to identify and execute on
value-creation opportunities,” said Michael Stubblefield,
President and CEO of Avantor. “The business enhances our portfolio of
proprietary technologies and strengthens our position in the highest
growth segments of the market. Both Avantor and Masterflex share a
strong culture of innovation and excellence, and we look forward to
welcoming Masterflex’s highly skilled team to the Avantor family.”

Masterflex has business characteristics common to Avantor including
its premium brand, stringent quality standards, specification-driven
model and highly recurring revenue. Avantor will leverage its
differentiated channel and deep Biopharma customer relationships to
enhance growth opportunities in both research and production
environments.

“This proposed transaction helps both parties and positions the Masterflex bioprocessing business well for future growth,” said Brian Barnett,
President, Masterflex Bioprocessing. “Avantor’s broad portfolio is used
in virtually every stage of the most important research, development
and production activities. We are excited about combining our end-to-end
fluid management solution with Avantor’s comprehensive portfolio of
process ingredients, chromatography resins and excipients for Biopharma
customers worldwide.”

Avantor has a demonstrated track record of successful acquisition
activities, including tuck-ins to large, transformational opportunities.
Including Masterflex, Avantor has successfully completed 43
acquisitions, deployed more than $11 billion in capital and generated well over $350 million in EBITDA synergies, since 2011.

Financials and Closing Details

The transaction is expected to enhance Avantor’s revenue growth and
margin profile and be accretive to Adjusted Earnings per Share (EPS) in
year 1 post-acquisition.

Avantor has a full debt financing commitment for the transaction, and
retains the flexibility to alternately obtain debt or equity financing
in the market in order to achieve its targeted capital structure.

The transaction is expected to be completed in the fourth quarter of
2021, and is subject to customary closing conditions, including receipt
of applicable regulatory approvals.

Advisors

Jefferies LLC and Gordon Dyal &
Co. Advisory Group L.P. are acting as financial advisors to Avantor, and
Simpson Thacher & Bartlett LLP is serving as legal counsel. J.P.
Morgan and Perella Weinberg Partners are acting as financial advisors to
Masterflex, and Kirkland & Ellis LLP is serving as legal counsel. A
full debt financing commitment for the acquisition has been provided by
Citigroup Global Markets Inc and Goldman Sachs Bank USA.

Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with
generally accepted accounting principles (GAAP), we use certain non-GAAP
financial measures, including adjusted EPS and adjusted EBITDA, which
exclude certain acquisition-related costs, including charges for the
sale of inventories revalued at the date of acquisition and significant
transaction costs; restructuring and other costs/income; and
amortization of acquisition-related intangible assets. Adjusted EPS also
excludes certain other gains and losses that are either isolated or
cannot be expected to occur again with any regularity or predictability,
tax provisions/benefits related to the previous items, benefits from
tax credit carryforwards, the impact of significant tax audits or events
and the results of discontinued operations. We exclude the above items
because they are outside of our normal operations and/or, in certain
cases, are difficult to forecast accurately for future periods. We
believe that the use of non-GAAP measures helps investors as an
additional way to analyze the underlying trends in our business
consistently across the periods presented. These measurements are used
by our management for the same reasons. A quantitative reconciliation of
adjusted EBITDA and adjusted EPS to the corresponding GAAP information
is not provided because the GAAP measures that are excluded are
difficult to predict and are primarily dependent on future
uncertainties. Items with future uncertainties include the timing and
cost of future restructuring activities, charges related to the early
retirement of debt, changes in tax rates and other non-recurring items.

Conference Call

Avantor will host a conference call to discuss the transaction on Tuesday, September 7, 2021, at 8:30 a.m. EDT.
To participate by phone, please dial (866) 211-4132 (domestic) or (647)
689-6615 (international) and use the conference code 4977989. We
encourage participants to join 15-20 minutes early to complete the
registration process. A live webcast of the call can be accessed on the
Investors section of our website, www.avantorsciences.com.
The transaction press release and slides will also be posted to the
website. A replay of the call will be available on the Investors section
of the website under “Events & presentations” through September 21, 2021.

About Avantor

Avantor, a Fortune
500 company, is a leading global provider of mission-critical products
and services to customers in the biopharma, healthcare, education &
government, and advanced technologies & applied materials
industries. Our portfolio is used in virtually every stage of the most
important research, development and production activities in the
industries we serve. Our global footprint enables us to serve more than
225,000 customer locations and gives us extensive access to research
laboratories and scientists in more than 180 countries. We set science
in motion to create a better world. For more information, please visit www.avantorsciences.com.