Meda to acquire Rottapharm Madaus, creating a European specialty pharma leader

Transcription

1 Meda to acquire Rottapharm Madaus, creating a European specialty pharma leader 31 July, 2014 Dr. Jörg-Thomas Dierks, CEO Henrik Stenqvist, CFO 1

2 Disclaimer Forward-looking statements Except for the historical information contained herein, statements in this presentation and the subsequent discussions, which include words or phrases such as will, aim, will likely result, would, believe, may, expect, will continue, anticipate, estimate, intend, plan, contemplate, seek to, future, objective, goal, likely, project, should, potential, will pursue and similar expressions or variations of such expressions may constitute "forward-looking statements". These forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to our ability to successfully implement our strategy, our growth and expansion plans, obtain regulatory approvals, our provisioning policies, technological changes, investment and business income, cash flow projections, our exposure to market risks as well as other risks. Meda does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date thereof. 2

3 Taking Meda to the next level Increased scale, reach and profitability bigger, better, stronger 3

4 Highly compelling rationale Transformational transaction Creates a leading European specialty pharma group with > SEK 18 billion in sales Increases revenue profile and sustainability Adds a portfolio of strong consumer healthcare brands Meda pro forma ~60% Rx / ~40% Cx / OTC Expands presence in Emerging Markets Increases Emerging Markets scale by 50% leading to sales of SEK 3 billion Substantial synergies expected Approximately SEK 900 million per annum run-rate with full effect in 2016 Accretive to EPS and cash EPS Expected to be in excess of 20% after full integration in Strong combined cash flow generation Expected to deleverage to current levels (Net debt / EBITDA) in

5 Transaction terms The transaction values Rottapharm Madaus ( Rottapharm ) at an enterprise value of SEK 21.2 billion ( billion) including a deferred payment This includes net debt of SEK 2.8 billion (approx. 300 million) implying an equity value of SEK 18.4 billion ( billion) The consideration will be: SEK 15.3 billion ( billion) in cash 30 million Meda shares corresponding to a value of SEK 3.3 billion ( 357 million) and 9% ownership of Meda SEK 2.6 billion ( 275 million) in non-contingent deferred payment in January 2017 Fully committed financing in place Speed and certainty to completion Anticipated closing in Q4 2014, subject to anti-trust clearance 5

6 Agenda Overview of Rottapharm Transaction rationale Economics, financing and timetable Concluding remarks 6

7 Rottapharm, a leading consumer-focused specialty pharma business Founded in 1961 by Professor Luigi Rovati Focus on Cx (75% of sales) portfolio of strong consumer healthcare brands Differentiation from endorsement by doctors and pharmacists Global footprint, with presence of the products in 90 countries worldwide 2,400 staff active in the business (of whom 1,200 in sales and marketing) Sales of ca. SEK 5 billion with good profitability (67% gross profit, 28% EBITDA) 7

8 Cx is a highly attractive space Combines the best of Rx and traditional consumer healthcare Not reimbursed, free pricing Good margins Doctor prescribed or recommended Short time to market Science-based, clinically effective Low R&D costs Chronic treatments Limited generic competition 8

9 Well-established brands with leading market positions Product name Indication Sales 2013 (SEK MM) sales CAGR Country split Dona Osteoarthritis % Russia: 19% Thailand: 12% China: 9% Germany: 8% Other: 19% Saugella Feminine intimate hygiene % Italy: 70% France: 16% Germany: 9% Others: 6% Hepatology Toxic liver damage, chronic inflammatory liver diseases and liver cirrhosis % Italy: 14% Germany: 11% Austria: 9% Others: 66% (Reparil) Cardiology Borderline and prevalent dyslipidemia % Italy: 87% Spain: 5% Portugal: 2% Others: 6% Traumatic injuries % Italy: 22% Saudi Arabia: 17% Egypt: 9% Thailand: 8% Others 43% 9

10 Global footprint Critical mass in core Western European markets Revenue split by geography (2013) Emerging Markets and RoW 30% Italy 30% Rest of WE 8% Iberia 11% France 8% Germany 13% Presence through distributors or licensees Direct sales force presence (16% of sales) (84% of sales) Manufacturing locations 10

11 Established foothold in Emerging Markets Proven track record of geographic expansion and in-market sales growth 25% Share of sales in Emerging Markets Emerging Markets avg. sales growth (CAGR) 20% 21% 20% 20% 15% 15% 10% 8% 11% 10% 9% 5% 5% 0% %

12 Brand equity + pricing power good gross margin Gross profit margin (2013) 80% 70% 60% 67% 73% 61% 50% 40% 30% 20% 10% 0% Share of product sales Group Cx Rx 75% 25% Footnote: Share of sales excludes Euromed of ca. SEK 230 MM 12

13 High and resilient EBITDA margins, on par with Meda EBITDA margin (%) 35% 30% 30% 29% 28% 29% 25% 20% 15% 10% 5% 0% L12M Footnote: EBITDA margin has been adjusted for exceptional items and the spin-off of Rottapharm Biotech 13

14 Agenda Overview of Rottapharm Transaction rationale Economics, financing and timetable Concluding remarks 14

15 1 Enhanced scale, reach and profitability Prominent branded specialty pharma business with enhanced margins through the realization of synergies Scale Reach Profitability Group Emerging markets Group EBITDA margin 28% 33% Sales 2013 (SEK billion) Sales 2013 (SEK billion) EBITDA 2013 (SEK billion) Run-rate Synergies 15

16 2 Increased consumer healthcare presence A very attractive space with free pricing and good margins Standalone Combined Cx / OTC 25% Rx ~ 60% of sales Cx dynamics Branded products Sales 2013 Rx 75% Free pricing Cx / OTC 75% Sales 2013 Rx 25% Cx / OTC ~ 40% of sales Consumer out-of-pocket Limited generic competition 16

17 3 An attractive combined portfolio of specialty products Additional focus on orthopaedics with Dona, Go-On and others Top 10 product sales 2013 (SEK million) (Dona) 776 (Saugella) 400 5% 4% 4% 3% Dona Tambocor 2% 2% Betadine (Betadine) % 2% 2% Dymista Aldara / Zyclara Elidel 449 (Legalon) % 2% Saugella EpiPen Legalon Astepro 424 (Azelastine) 288 Other Rotttapharm products Sales

18 4 Stronger presence in Emerging Markets Global reach further supported by enlarged Emerging Markets franchise 3,5 3,0 2,5 2,0 1,5 1,0 0, Sales in Emerging Markets (SEK billion) > 3 Opportunity to take Meda drugs into new markets Rottapharm enjoys sales force infrastructure in South East Asia For example, Thailand, Indonesia and Malaysia Key new growth markets for Meda, in line with current expansion plans 0,0 Share of sales in Emerging Markets 15% 21% 17% Acquisition provides an opportunity to expedite the sale of current Meda products in new geographies through new sales force 18

19 5 Significant potential for synergies Overlap in organizations between the companies provides scope to streamline cost base Opex synergy breakdown Detailing Promotion G&A R&D ~10% Main source of combination benefits: Opex synergies ~ SEK 900 million Within our control fast realization Look to achieve run-rate in 2016 ~15% ~25% ~50% Confident assumptions rooted in historical experience Additional upsides to be realised: Bring Meda products into new geographies Key area is South East Asia Repatriate certain licenses back Improve cost of goods sold Ca. SEK 900 MM 19

20 6 Step change in key financials (1 / 2) Potential to increase combined EBITDA by > 60% through realization of synergies EBITDA margin 28% 28% N.M. 33% 7,0 6,0 5,0 4,0 3, EBITDA (SEK million) 1,4 0,9 6,0 2,0 1,0 0,0 3,7 Meda Rottapharm Synergies Combined Footnote: EBITDA for Rottapharm has been adjusted for exceptional items and the spin-off of Rottapharm Biotech 20

21 6 Step change in key financials (2 / 2) Significant increase in sales, EBITDA and profitability compared to Meda as is Sales + 38% EBITDA (pre synergies) + 38% EBITDA (post synergies) + 62% EBITDA margin (post synergies) + 5%-points Footnote: Based on 2013 financials 21

22 Agenda Overview of Rottapharm Transaction rationale Economics, financing and timetable Concluding remarks 22

23 Attractive financials (1 / 2) Well-diversified revenue base with durable brands No dependence on any particular product Significantly accretive to bottom line EPS and Cash EPS accretion > 20% once fully integrated in 2016 Cash flow returns > cost of capital A highly attractive investment Strong cash flow generation enabling rapid deleveraging Back to current leverage (Q at 3.9x) in 2016, opportunity for further investments for growth 23

24 Attractive financials (2 / 2) Strong cash flow rapid deleveraging with Net debt / EBITDA back to today s level in 2016 Opportunity for further investments for growth 6,0x Net debt / EBITDA > 5x 5,0x 4,0x 3,9x < 4x 3,0x 2,0x 1,0x 0,0x Today Year end 2014 During

25 Financing fully committed on announcement Financing provided through new debt facilities, payment in Meda shares and equity issue with preferential rights to existing shareholders SEK 28 billion bridge financing from Danske Bank, Nordea and SEB 1 Includes refinancing of Meda s existing credit facilities 30 million Meda shares corresponding to a value of SEK 3.3 billion Take out financing a combination of syndicated bank debt (SEK 26 billion) and rights issue following completion (SEK 2 billion) Rovati family to become a meaningful shareholder at completion Corresponding to an ownership of 9% in Meda The family has committed to subscribe its pro rata share in the rights issue 2 25

26 Speed and certainty to completion, equity issue to follow Customary competition filings and clearances No issues expected Not subject to any other material conditions 1 Transaction expected to close in Q Equity issue to existing shareholders as soon as practically possible after completion 3 26

27 Agenda Overview of Rottapharm Transaction rationale Economics, financing and timetable Concluding remarks 27

28 Taking Meda to the next level Increased scale, reach and profitability bigger, better, stronger 28

29 Creating a European specialty pharma leader Execute value-accretive transactions Build OTC / consumer healthcare to > 1 / 3 of group sales Strengthen presence and scale in Emerging Markets 2,000 Towards Sales (EUR MM) 1,800 1,600 1,400 1,200 1, Footnote: Sales from financial year Source: JP Morgan 29

30 Thank you for your attention Q&A