Theramex's third private equity owner: a return built on earnings, not multiples

A business that passes from one private equity firm to another is often treated with suspicion, as if the second owner were paying for gains the first one had already taken. The sale of Theramex, agreed on 3 November, is a useful counterexample. Cinven is buying the women's health drugmaker from Carlyle and PAI Partners at a valuation of about €2.6 billion, according to the Financial Times, almost double the roughly €1.4 billion the sellers paid in 2022. The sellers say that during their ownership Theramex more than doubled its EBITDA. If both figures hold, the second sponsor made its return from earnings, and the third is not paying a richer multiple to get in.

What was agreed

The parties have not disclosed the price. Cinven's announcement and the sellers' joint release confirm the deal, the business and the plan: Theramex, headquartered in London, sells treatments for menopause, osteoporosis, contraception, uterine health and fertility in more than 80 countries, with more than 500 employees. The transaction is subject to regulatory approvals and is expected to close in the first half of 2027.

According to PAI and Carlyle, the EBITDA growth came from launching and scaling new treatments, from acquisitions and in-licensing agreements, and from building a direct commercial presence in 17 markets. Cinven says it will push further into existing and new geographies and pursue more in-licensing.

Three sponsors in nine years

Theramex has never had a strategic owner as a standalone company. CVC Capital Partners created it in 2018, when it completed the purchase of Teva's women's health portfolio outside the United States for $703 million. The products, including Zoely, Ovaleap and Actonel, had net sales of $258 million in 2016. CVC sold to Carlyle and PAI in 2022. Cinven will be the third financial owner.

Each owner bought a different business. CVC bought a carve-out: a set of brands that had to be turned into a company with its own systems, supply chain and management. Carlyle and PAI bought that company and used it as a platform, adding products through deals such as the 2023 purchase of the European rights to Duphaston and Femoston from Viatris, and through licensing. Cinven is buying a platform that already has a record of finding, licensing and launching products, and plans to use it outside its core markets.

A secondary buyout earns its price when each owner sells a different business from the one it bought, not the same business at a higher multiple.

Where the return came from

The arithmetic is simple, and it is the reason this deal is worth studying. A valuation up by about 85% against EBITDA up by more than 100% means the implied multiple at exit is, if anything, lower than at entry. The gain came from the earnings line. There are caveats: neither price was disclosed, the reported figures may mix enterprise and equity value, and four years of debt paydown and cash flow sit between them. But the direction is clear, and it matters in a market where buyers have learned not to count on a higher exit multiple.

It also matters for the sellers' investors. In Europe, exits have been slow. Invest Europe's preliminary figures for the first half of 2026, published on 5 November, show divestments of €13 billion at cost, in line with a year earlier. Buyout fundraising rose to €54 billion from €42 billion. Continuation fund fundraising fell 78%, to €2.4 billion. A clean sale to another sponsor, at a price close to double, is the kind of distribution limited partners have been asking for.

What it means across the table

For sellers, the lesson is to show where the earnings came from. A buyer will pay for organic launches and licensing it can repeat more readily than for acquisitions it has to keep making.

For buyers, the third owner has to answer a harder question than the first two: what is left to do? Cinven's answer is geography and in-licensing. Diligence should test whether that pipeline exists, and what it costs, rather than assume it.

For lenders, a business on its third leveraged owner has been refinanced at each step. Leverage capacity rests on how much of the EBITDA is recurring and how much depends on deals not yet signed.

Questions to ask

How much of the EBITDA growth came from organic launches, and how much from acquisitions and licensing?
At what multiple of EBITDA did each owner buy, on a like-for-like basis?
What does the next owner's plan need that the last owner did not already try?
How much of the price depends on licensing deals that have not yet been signed?
If exit multiples stay flat, does the investment case still work on earnings growth alone?