Exclusive M&A Advisory Mandate for an Outpatient Care Group
Exclusive financial advisory supporting the entry of an institutional investor into an outpatient healthcare group
Description of the mandate: M&A advisory for the sale of a majority stake in a Swiss outpatient clinic group
The engagement focused on the divestment of a significant stake in the capital of a Swiss outpatient care group to a European institutional investor. The exclusive financial advisory aimed to welcome a long-term financial partner to support the national development strategy and the creation of an integrated network of outpatient clinics across Switzerland.
The group, in strong growth, operated several multidisciplinary consultation centres in French-speaking Switzerland, with a team of independent practitioners and specialised therapists.
Key challenges: selecting the ideal partner and structuring the governance of a medical group
The main challenges focused on:
- the selection of the ideal financial partner, capable of supporting growth while respecting the medical mission;
- the valuation of intangible assets (clinical reputation, patient base, medical team quality);
- the structuring of the shareholders' agreement and the definition of governance rights;
- coordination of regulatory and contractual aspects specific to the Swiss healthcare sector.
Approach and outcomes: structured process and negotiation with institutional investor
The team supported the founders and management throughout the process:
- strategic analysis of offers received;
- selection of potential counterparties (European institutional investors specialised in healthcare);
- management of the data room and due diligence;
- final negotiation of transaction terms and the shareholders' agreement.
The transaction enabled (i) the entry of a European institutional investor into the capital, (ii) the strengthening of the financial structure to support the national expansion plan, (iii) the securing of governance via a clear framework between founders and new shareholder. This transaction marks a major step in the group's growth and consolidates its role as a reference in Swiss outpatient psychiatric care.
Illustrative example: numerical application to an outpatient group in consolidation
For illustrative purposes only — unrelated to the actual data of the mandate — a group of 4 outpatient centres generating CHF 12M in revenue with EBITDA of CHF 2.4M (20% margin), in organic growth of 15% and with an opening pipeline, could transact on an enterprise valuation of between CHF 19M and 33M (8.0x to 14.0x EBITDA multiples typical of healthcare in consolidation). The sale of a majority stake (50-70%) is accompanied by a shareholders' agreement structuring governance rights, future exits (IPO, trade sale) and medical continuity commitments.
Summary: 8-month mandate, structured process, long-term institutional partnership
M&A mandate delivered over 8 months for a Swiss outpatient clinic group divesting a majority stake to a European institutional investor. Structured process: strategic analysis, counterparty selection, data room, due diligence, agreement negotiation. Deliverable: transaction finalised strengthening the financial structure and preserving the medical mission, supporting the national expansion plan.
Frequently asked questions: outpatient healthcare multiples, shareholders' agreement and institutional exit
What multiples for outpatient clinics in Switzerland?
For outpatient clinics in consolidation, observed EV/EBITDA multiples range between 8.0x and 14.0x, with a significant premium for (i) multi-site groups with opening pipeline, (ii) organic growth > 10%, (iii) documented medical quality (accreditations, patient satisfaction rates), (iv) specialty diversification. To go further: sector multiples.
How to structure an agreement with an institutional investor?
The shareholders' agreement with an institutional investor typically structures (i) the board composition and veto rights, (ii) enhanced information rights, (iii) exit clauses (drag-along, tag-along, IPO clause), (iv) medical continuity commitments and respect for the care mission, (v) reinvestment conditions for founders/managers.
What investors target outpatient clinics?
Typical investors are (i) healthcare infrastructure funds (Antin, Ardian Healthcare, GHO Capital), (ii) sector private equity (Astorg, Cinven Health), (iii) sovereign funds and family offices with long-term healthcare appetite, (iv) industrial players in external growth (Hirslanden, Mediclinic).
How long does a sale to an institutional take?
For a majority sale to an institutional investor, the standard duration is 7 to 12 months, incorporating preparation, competitive marketing, in-depth due diligence (financial + medical + ESG) and agreement negotiation. The mandate described was completed in 8 months.
How to preserve the medical mission in the agreement?
Medical mission preservation rests on (i) explicit commitments from the investor on care standards, (ii) medical representation on the board (chief physician, medical committee), (iii) contractualised quality indicators (satisfaction rate, accreditations), (iv) a founders' veto right on structuring decisions affecting the mission.
What typical exits for a healthcare institutional investor?
Typical exits are (i) trade sale to an industrial player in consolidation (60-70% of cases), (ii) secondary buyout to another fund (20-30%), (iii) IPO for large-scale platforms (rare in Switzerland), (iv) recapitalisation with partial cash return and stake maintenance.
Similar mandates: other M&A transactions in healthcare and services
The transactions shown include those completed by, or with the involvement of, Hectelion team members in current or previous professional roles. They are presented for illustrative purposes only and do not imply exclusive responsibility by Hectelion.
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The transactions presented were carried out by, with the contribution of, or with the participation of members of the Hectelion team in the context of functions performed currently or previously.