Project Description
Provision of an equity investment of up to USD 75m for the acquisition of Egyptian generic-drug maker Adwia Pharmaceuticals. EBRD partners with a group of co-investors: CDC, a development finance institution funded by the UK government, and ADP III, a private equity fund advised by Development Partners International (DPI), a pan-African private equity firm, to create a new Company with the aim of acquiring generic manufactures with particular focus on North Africa including Egypt.
Project Objectives
EBRD investment will support the Company's objective to become a strong player in the specialty pharma generics in Egypt as part of the Company's ambitions to be a major Pharma player with a particular focus on North Africa. In addition to the acquisition of Adwia, the Company, with funding support of the Co-Investors will acquire Celon, an Indian oncology and critical-care product specialist. Adwia will benefit from Celon's strong know-how in drug development, including for chronic and life threatening health conditions.
Transition Impact
ETI score: 68
Primary quality i Competitive: The project supports the introduction of new products that are currently rare in the Egyptian market; lowering costs of the new products and stimulating competition, and enables operational improvements of the acquired targets by capturing revenues and cost synergies derived from the efficiency measures and particularly cross-selling of products between the Company's acquired targets
Secondary quality i Well-governed: The project will support the development and implementation of significant Business Integrity, Corporate Governance, and Environmental, Health & Safety and Social improvements for the acquired targets.
Client Information
ZANZIBAR PHARMA LTD
A newly established UK holding Company ("Holdco") owned by EBRD, CDC and ADP III (a private equity fund advised by DPI). The Company intends to be an integrated generic pharma player through pursuing a bolt-on acquisition strategy with a specific focus on the North Africa region
EBRD Finance Summary
USD 75,000,000.00
Total Project Cost
USD 250,000,000.00
Additionality
The Bank's participation will bridge the funding gap to achieve the first closing alongside its partners. EBRD's sizable investment provides the market with a positive signal which will help the Company to raise additional growth capital in the future.
Environmental and Social Summary
Categorised B (ESP 2014). Environmental and Social (E&S) issues associated with pharmaceuticals formulation and distribution operations are site specific and can be mitigated through introduction of specific improvements and management practices. The Environmental and Social Due Diligence (ESDD) was carried out by an independent consultant under the TOR prepared jointly to satisfy requirements of the participating investors (CDC, DPI and EBRD). ESDD included a review of the targets' corporate E&S policies and management systems and visits to the facilities in Egypt and India to identify site-specific issues and risks.
ESDD showed overall compliance with national environmental and social legislation by both targets that are also certified for compliance with ISO9001 Quality, ISO14001 Environmental and ISO45001 Occupational Health and Safety Management Systems standards. However, their institutional capacity and management systems need to be strengthened in order to fully implement the Bank's Performance Requirements (PRs). The Environmental and Social Action Plan (ESAP) was developed based on ESDD findings to address identified issues and ensure compliance with the Bank's PRs and other Investors' safeguards policies. As part of the ESAP, an ESG Committee will be set up at the platform company level and each target's EHS managers will be appointed after the acquisition to ensure adequate resources and supervision in ESAP implementation. Along with specific E&S warranties & indemnities in the acquisition agreement, the shareholders agreement includes requirements for the Platform Co. relating to compliance with E&S laws, management systems, organisational structure, exclusion activities and reporting requirements as well as implementation of an ESAP with provisions at the platform level and specific to each target.
Both plants comply with respective national Good Manufacturing Practice (GMP) standards ensuring product safety and appropriate pharmacovigilance practices. The operations of pharmaceuticals formulation without API manufacturing at both targets are not associated with any major environmental issues due to the nature of the processes involving mainly mixing, drying and molding of tablets and preparation of liquid solutions, including sterile forms. The independent ESDD did not raise any concerns on potential past or present soil contamination and historic liabilities. The plants are equipped with HVAC systems to abate dust emissions and to provide required air circulation for clean rooms, and no significant VOCs emissions from the use of solvents, or road transport and boilers combustion emissions were reported. The waste and material storage and handling practices can be improved, as well as occupational health and safety management. There are no residential areas in proximity to the targets as both are located in industrial zones. In terms of other social issues, there will be a need to update Human Resources policies at both sites covering issues such as employment of casual workers, development of a worker's committee, potential retrenchment, formalisation of internal and external grievance mechanisms and implementation of Stakeholder Engagement Plans.
These and other E&S issues are addressed via ESAP, and other legal documents provisions, and therefore, adequate resources and capex would need to be allocated by the Company. The Bank will review the Client's E&S performance via annual E&S reports and monitoring visit if necessary.
Technical Cooperation and Grant Financing
None
Company Contact Information
nullADPIII@intertrustgroup.com
1 Bartholomew Lane, London EC2N 2AX, United Kingdom
PSD last updated
17 Dec 2020
Understanding Transition
Further information regarding the EBRD’s approach to measuring transition impact is available here.
Business opportunities
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General enquiries
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Environmental and Social Policy (ESP)
The ESP and the associated Performance Requirements (PRs) set out the ways in which the EBRD implements its commitment to promoting “environmentally sound and sustainable development”. The ESP and the PRs include specific provisions for clients to comply with the applicable requirements of national laws on public information and consultation as well as to establish a grievance mechanism to receive and facilitate resolution of stakeholders’ concerns and grievances, in particular, about environmental and social performance of the client and the project. Proportionate to the nature and scale of a project’s environmental and social risks and impacts, the EBRD additionally requires its clients to disclose information, as appropriate, about the risks and impacts arising from projects or to undertake meaningful consultation with stakeholders and consider and respond to their feedback.
More information on the EBRD’s practices in this regard is set out in the ESP.
Integrity and Compliance
The EBRD's Office of the Chief Compliance Officer (OCCO) promotes good governance and ensures that the highest standards of integrity are applied to all activities of the Bank in accordance with international best practice. Integrity due diligence is conducted on all Bank clients to ensure that projects do not present unacceptable integrity or reputational risks to the Bank. The Bank believes that identifying and resolving issues at the project assessment approval stages is the most effective means of ensuring the integrity of Bank transactions. OCCO plays a key role in these protective efforts, and also helps to monitor integrity risks in projects post-investment.
OCCO is also responsible for investigating allegations of fraud, corruption and misconduct in EBRD-financed projects. Anyone, both within or outside the Bank, who suspects fraud or corruption should submit a written report to the Chief Compliance Officer by email to compliance@ebrd.com. All matters reported will be handled by OCCO for follow-up. All reports, including anonymous ones, will be reviewed. Reports can be made in any language of the Bank or of the Bank's countries of operation. The information provided must be made in good faith.
Access to Information Policy (AIP)
The AIP sets out how the EBRD discloses information and consults with its stakeholders so as to promote better awareness and understanding of its strategies, policies and operations following its entry into force on 1 January 2020. Please visit the Access to Information Policy page to find out what information is available from the EBRD website.
Specific requests for information can be made using the EBRD Enquiries form.
Independent Project Accountability Mechanism (IPAM)
If efforts to address environmental, social or public disclosure concerns with the Client or the Bank are unsuccessful (e.g. through the Client’s Project-level grievance mechanism or through direct engagement with Bank management), individuals and organisations may seek to address their concerns through the EBRD’s Independent Project Accountability Mechanism (IPAM).
IPAM independently reviews Project issues that are believed to have caused (or to be likely to cause) harm. The purpose of the Mechanism is: to support dialogue between Project stakeholders to resolve environmental, social and public disclosure issues; to determine whether the Bank has complied with its Environmental and Social Policy or Project-specific provisions of its Access to Information Policy; and where applicable, to address any existing non-compliance with these policies, while preventing future non-compliance by the Bank.
Please visit the Independent Project Accountability Mechanism webpage to find out more about IPAM and its mandate; how to submit a Request for review; or contact IPAM via email ipam@ebrd.com to get guidance and more information on IPAM and how to submit a request.
