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Investor Presentation. M&A Opportunities for Chinese Pharmaceutical Companies in the EU. December 2012. disclaimer.
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Investor Presentation M&A Opportunities for Chinese Pharmaceutical Companies in the EU December 2012
disclaimer All information and opinions contained in this document have been sourced from a variety of third party sources and have not been independently verified as to their accuracy by Stravenconor any other party. Whilst the information contained in this document has been prepared in good faith, no representation or warranty, express or implied, is given by Stravencon or any of their respective directors, partners, officers, affiliates, employees, advisers or agents (and any warranty expressed or implied by statute is hereby excluded to the maximum extent permitted by law) as to the accuracy or completeness of the contents of this document or any other information supplied, or which may be supplied at any time or any opinions or projections expressed herein or therein, nor is any such party under any obligation to update this document or correct any inaccuracies or omissions in it which may exist or become apparent. All the information herein is subject to amendment although no obligation to update such information or correct inaccuracies is accepted. If applicable, the projected financial and market information contained in this document is based on judgemental estimates and assumptions made by third parties, about circumstances and events that have not yet taken place. Accordingly, there can be no assurance that the projected results will be attained. In particular, but without prejudice to the generality of the foregoing, no representation or warranty whatsoever is given in relation to the reasonableness or achievability of the projections contained in this document or in relation to the bases and assumptions underlying such projections and you must satisfy yourself in relation to the reasonableness, achievability and accuracy thereof. No responsibility or liability is accepted by the Stravencon for any loss or damage howsoever arising that you may suffer as a result of any decision by you to rely on any of the contents of this presentation and any and all responsibility and liability is expressly disclaimed by Stravencon or any of its respective directors, partners, officers, affiliates, employees, advisers or agents.
AGENDA • The European Generic Drugs Market • M&A Considerations • Buy-Side Process Overview • Appendix • Trading Comparable Companies • Precedent Transactions
industry overview • Generic Drugs is a Large, Growing Market. Europe Remains a Significant Opportunity Global Generic Market 2006-2012e (USD$ billion) European Generic Market Share (% of retail mkt. by volume) Average= 42% Source: IMS Source: BMI • The global generic market is estimated to have reached ~$229bn on the back of a 12.7% CAGR over the last 5 years, indeed outpacing originator pharmaceuticals which have only grown ~4% per annum over the same period. • In 2006, generics represented ~16% of the total pharmaceutical market by value. Today that share is almost a quarter and the trend is likely to continue. • Key drivers of this growth include the large number of patent expirations (which peaked in 2012), slower discovery and production of new drugs, consumers’ increased focus on less expensive alternatives and cost cutting initiatives from governments and private healthcare organisations. • The generics market is already well developed across Europe and growing twice as fast as the overall pharmaceutical industry. • Still, the region remains under-penetrated with an average generic market share of around 42%, which indicates significant room for growth, particularly when compared to penetration rates of above 70-75% in the US. • Penetration rates vary widely across European nations, which is a consequence of different pharmaceutical policies and regulatory frameworks, affecting the supply and demand dynamics within each country.
industry overview • The Industry is Consolidated with 10 Nations and 10 Companies Accounting for ~90% and ~50% of the Market Respectively Global Generic Market - Geographic Split by Value Market Share of Top 10 Generic Companies by Value Source: Broker Reports, Company Data. Watson share has been adjusted to account for the merger with Actavis Source: IMS Health • The industry is geographically consolidated. The US is the world’s largest generics market with 43% of the total by value and five out of the top eight global generic markets are European with a share of 36% of global sales. • Germany, France and the UK account for ~46% of the total European generics market and represent c. $18bn for the Rx market alone. • The European generics market will remain significant in the years to come. Under-penetration and the expected economic climate will offset the effects of the “pharmerging” geographical shift for the medium term. • 10 companies account for 50% of the market. Teva (Israel), is the largest generics producer in the world with 17% of the market by value, followed by Sandoz, part of Novartis AG (Switzerland) with 9% and Watson (recently merged with Actavis) with around 8%. • The industry is global in nature and the largest companies operate across different markets. The top 3 generic companies source between 50% and 60% of their revenues from the US, around a third from Europe and the rest from other markets. • The increasing pressure on margins resulting from lowest-price tendering and government sponsored cuts, particularly in Europe, have spurred a wave of consolidation to achieve economies of scale and vertical integration of the manufacturing process.
Key Global players - Generics Revenue Breakdown Commercial Focus Key Corporate Highlights Key Financials (1) Geographic Product • HQs: Israel • Presence in 60+ countries • Branded, Generic and API offering • Branded focus on CNS, Oncology, Pain, Respiratory and Women’s Health • Global portfolio of 1,300+ molecules • Market Cap= $33.5bn • Revenue= $20.7bn • Growth y-o-y= 21.6% • EBIT Margin= 23% • Net Debt/EBITDA= 1.9x Global Generics and API • HQs: Germany • Division of Novartis • Focus on Biosimilars, Injectables, Inhalablesand Ophthalmic • 30+ manufacturing facilities • Global portfolio of 1,000 molecules Global Generics and Biosimilars • Revenue= $9.8bn • Growth y-o-y= 10.4% • EBIT Margin= 44% NA • HQs: US / Switzerland • Recent combination with Actavisbrings a portfolio of 750 molecules and 1,700 dosage combinations to 60+ countries • Focus on Urology, Women’s Health and Oncology • Market Cap= $10.5bn • Revenue= $5.7bn(2) • Growth y-o-y= 43% • EBIT Margin= 12.8% • Net Debt/EBITDA=0.8x Global Generics and Distribution • HQs: US • More than 1,100 products including antiretroviral APIs • Presence in more than 150 countries • Manufacturing capacity of 45 bn doses • Largest generics company in France • Market Cap= $10.3bn • Revenue= $6.6bn • Growth y-o-y= 9.8% • EBIT Margin= 18.4% • Net Debt / EBITDA= 2.8x Global Generics, Specialty and API Market data as of 16/Nov/2012. Key financials for Teva, Mylan and Watson are LTM as of Sept 2012, for Sandoz are as of Dec 2011. All figures for Watson exclude the effect of the merger with Actavis Total revenues as a result of the merger between Watson and Actavisare estimated at $8bn for 2012e Source: Capital IQ, Annual reports
Key Global players - CMOs Revenue Breakdown (2) Commercial Focus Key Corporate Highlights Key Financials (1) Geographic Product • Revenue= $1.7bn • Growth y-o-y= 3.3% • EBIT Margin= 12.6% • Net Debt/EBITDA= 7.3x • HQs: US • Largest pharmaceutical CMO • 100+ countries and 20+ facilities • Serves the Biopharma, PharmaRX, Generics, OTC, Vitamins & Minerals, Cosmetic and Veterinarian markets CMO (Development Delivery & Supply) • HQs: Switzerland • Markets include Bioresearch, Nutrition, Pharma & Biotech, Microbial Control, Agriculture, Material Science and Personal Care • 19 sites worldwide • Market Cap= €1.8bn • Revenue= €2.8bn • Growth y-o-y= 34.6% • EBIT Margin= 9.8% • Net Debt/EBITDA= 4.2x CMO (Development & Delivery) • HQs: Germany • CMO operations focus on biopharmaceuticals and small molecules on 3 major facilities • Has introduced 19 DNA-derived biologics to the market since1995 • Revenue= €13.1b • Growth y-o-y= 4.6% • EBIT Margin= 15.1% Large Pharma • HQs: US • CMO operations through DSMPP • Offers clinical, commercial manufacturing and development services to 9 of the top 10 pharma companies via 5 manufacturing sites Life and Material Sciences • Revenue= €677MM • Growth y-o-y= -8.3% • EBIT Margin= -1% Market data as of 16/Nov/2012 including exchange rates if applicable. Key financials for Catalentare LTM as of Sept 2012, for Lonza are as of June 2012, for DSM are as of December 2011. Financials for DSM correspond to their CMO operations. No financial information available for the CMO operations of Boehringer Ingelheim– figures shown correspond to the whole group as of December 2011. Geographic and Product breakdown for Boehringer Ingelheim at the group level. Geographic breakdown for DSM correspond to the parent group (Royal DSM N.V.) Source: Capital IQ, Annual reports
Key pan-European players – Generics (1) Revenue Breakdown Commercial Focus Key Corporate Highlights Key Financials (1) Geographic Product • HQs: Germany • 53 sales companies in 33 countries • #1 mkt. position in Belgium/Serbia. #2 in Russia and #3 in Germany/Italy/Spain • Top APIs include Omeprazol, Phospholipide, Enalapriland Simvastatin • Market Cap= €1.3bn • Revenue= €1.8bn • Growth y-o-y= 5.6% • EBIT Margin= 20.8% • Net Debt/EBITDA= 2.6x Generic API Product Development and Sales • HQs: Hungary • Presence in 30 countries, 4 production sites, 30 rep offices and 14 commercial subsidiaries. • Focus on APIs for CNS (chronic pain, schizophrenia and anxiety) • Market Cap= €2.5bn • Revenue= €1.2bn • Growth y-o-y= 19.7% • EBIT Margin= 12.7% Generics Sales and Manufacturing • HQs: The Netherlands (part of Sanofi) • Operates in 32 countries across Europe • 4 production plants with annual output of 440mn units focusing on anti-infectives, cardiovascular, pain, CNS and female healthcare • Revenue= €1bn(e) (2) • Growth y-o-y= 16.2%(e) (3) • EBIT Margin= 18.9%(e) (4) Generics Sales and Manufacturing • Market data as of 16/Nov/2012, including exchange rates if applicable. Key financials for Stada and GR are LTM as of Sept 2012. Zentiva’s are as of December 2011. • Revenues not reported. Estimated figure based on Sanofi’s global generics sales reported at €1.7bn in 2011. Two thirds of which came from Emerging Markets. In 2011, Sanofi consolidated all of its generics operations in Europe under the Zentiva brand. • Growth reported for Sanofi’s global generics operations that includes both Medley and Zentiva. • Profitability not reported. This margin corresponds to that reported by Zentiva before being acquired by Sanofi in 2009. • Source: Capital IQ, Annual reports
Key pan-European players – generics (2) Revenue Breakdown Commercial Focus Key Corporate Highlights Key Financials (1) Geographic Product • HQs: Slovenia • Products sold over 70 countries through a network of subsidiaries and reps • Focus on cardiovascular, alimentary tract and metabolism diseases, infections and CNS • Market Cap= €1.6bn • Revenue= €1.1bn • Growth y-o-y= 7.1% • EBIT Margin= 18.7% • Net Debt/EBITDA=0.1x Generics Sales and Manufacturing • HQs: UK • Presence in 50 countries • 8 plants offering 448 branded, 169 injectable and 50 generic products • 633 pending approvals across all markets • Market Cap= £1.4bn • Revenue= £665MM • Growth y-o-y= 37.4% • EBIT Margin= 14.8% • Net Debt/EBITDA=2.3x Specialty Pharma • HQs: Hungary • Presence in 50 countries • 8 plants offering 448 branded, 169 injectable and 50 generic products • 633 pending approvals across all markets • Market Cap= €461.5MM • Revenue= €459.3MM • Growth y-o-y= 2.6% • EBIT Margin= 15.5% Generics Sales and Manufacturing • Market data as of 16/Nov/2012, including exchange rates if applicable. All key financials are LTM as of June 2012 • Source: Capital IQ, Annual reports
Key national players (1) (1) • Market data as of 16/Nov/2012, including exchange rates if applicable. All estimated financials correspond to the latest figure available . • Source: Capital IQ, Annual reports, Dun & Bradstreet, Companies’ websites
Key national players (2) (1) • Market data as of 16/Nov/2012, including exchange rates if applicable. All estimated financials correspond to the latest figure available . • Source: Capital IQ, Annual reports, Dun & Bradstreet, Companies’ websites
Key national players (3) (1) • Market data as of 16/Nov/2012, including exchange rates if applicable. All estimated financials correspond to the latest figure available . • Source: Capital IQ, Annual reports, Dun & Bradstreet, Companies’ websites
AGENDA • The European Generic Drugs Market • M&A Considerations • Buy-Side Process Overview • Appendix • Trading Comparable Companies • Precedent Transactions
HISTORICAL m&a trends in the generic drugs industry • M&A in the Generic Drugs Market over the Last Decade Characterised by a Period of Incremental Bolt-ons Followed by A Wave of Consolidation Plays Total Spend on M&A in the Generic Drug Industry Between 2000 and 2009 Key Highlights • M&A activity in the generics market has increased steadily over the last decade as companies looked to gain access to new markets, products and pipelines. Indeed, until 2004 the majority of the activity was driven by bolt-on acquisitions to beef-up the incumbents’ offering. • 2005 was a unique year for M&A activity in the market, with a wave of transformational deals that indicated the first signs of consolidation(1). • After 2005 the market continued to grow in terms of number of transactions until 2008, where the crisis put a stop to all activity. Still, by 2009 the number of deals remained higher than the average of the last decade, while their value dropped to its lowest level in 5 years. • New challenges and opportunities, particularly in Europe, will likely trigger another wave of transformational transactions, as evidenced by the recent $5.6bn deal between Watson and Actavis. Wave of transformational deals. First sign of consolidation Bolt-on Acquisitions In 2005 the value of M&A in the generics industry surpassed $24bn, driven by 3 major deals: Sandoz’s acquisition of Hexal and Eon for $8.2bn and Teva’s acquisition of Ivax for $7.5bn. Source: Thomson Reuters
Current m&a activity in the EUROPEAN generic drugs industry • M&A in Europe Dominated by Pure Generic, Mid-market Transactions – Valuation Remains Volatile but Driven by Selective Buyers Selected European Generic M&A Transactions 2007-2012 per Deal Value (€ MM) (1) Key Highlights • M&A activity over the last 5 years mainly focused on building scale, accessing new markets and strengthening existing portfolios, with 60% of transactions and all €1bn+ deals being pure “horizontal” generics combinations. • Market still dominated by mid-market deals, with most transactions under €500MM. • Increasing activity in the CMO market, where transactions remain sub €250MM but are relatively more expensive (average EV/Sales at 3.4x vs. 2.7x for generics) reflecting relative scarcity of sizeable opportunities as the market remains fragmented. • Germany remains the most fertile M&A target market while Meda, Watson and Teva (all major generics), were the most acquisitive during the period. • Valuations are somewhat volatile and although there are indications of them going up, the market is still driven by selective buyers. • Finally, speciality plays are increasingly becoming present, as firms push for product diversification and biosimilar opportunities. Bubble Size: Deal’s EV/Sales multiple CMO Specialty Type of Target = Generics € 5,000 2.7x Mylan/Merck Generics Teva/Ratiopharm 2.4x € 3,000 2.3x Watson/Actavis Sanofi/Zentiva Watson/Arrow 3.1x 2.7x Cinven/ Mercury Pharma Sandoz/EBEWE 4.9x Zentiva/Eczacibasi G. Richter/ PregLem SA Watson/ Specifar BC Partners/ Aenova Meda/Valeant 3.1x HgCapital/ Mercury Pharma 2.0x na Meda/Recip Investors/ Siegfried G. Richter/ Grodziskie 5.2x 3.3x Wockhardt/ Negma na Mercury/ Amdipharm 2.7x 1.7x 1.1x 1.8x 2.6x 1.3x 3.6x Valeant/Sanitas 1.6x na Teva/Théramex 1.8x na 2.0x na 4.0x Stada/ OAO Nizh. 7.7x Dr. Reddy’s/ OctoPlus Recip/ Wasserburger Hikma/ Himko KrKa/TAD Meda/Jazz Lonza/Amaxa Only includes deals where the target is European and the deal value is above €25MM, for the period between January 2007 and November 2012. All deal values in million Euros converted using the average exchange rate on the year of each particular deal. “na” /square data points represent deals where no implied multiple was available. Source: CapitalIQ, Press Releases and Companies’ websites
Drivers of generic drugs M&A in Europe . . . Will Dictate the M&A Opportunities Key Fundamental Market Drivers . . . The patent “cliff” • Patent expiries will fuel short and medium term opportunities for generics. Products with sales of more than $140bn p.a. (including 6 of today’s 10 largest products) would have gone off-patent by 2015 and peaking in 2012. • The M&A consolidation trend will likely continue, as the effects of the patent cliff fade and generics seek building scale, accessing new markets and product lines and keeping costs per unit low. • The drive for deals to strengthen pipelines and product portfolios will probably see less of pure “horizontal” synergy-driven deals, which potentially means that mega-deals will not be the norm. Instead opportunities will abound in the sub €500MM category. • Players with additional revenue streams (e.g. CMO), diversified product portfolios (e.g. specialist pharma such as bio-similars) and exposure to emerging markets, will likely trade at a premium. • Generic drugs M&A will also cease to be broadly pan European, as few opportunities of that magnitude remain and players develop the ability to discriminate between jurisdictions with good fundamentals and those without them. • As large pharma companies try to offset the loss of business from the patent cliff and given their vast resources in some cases, it is possible to think that the next M&A wave in this market will be driven precisely by them (take Novartis/Sandoz and Sanofi/Zentiva as an example). • This in turn would likely push valuations up – so timing will be key. European governments’ austerity plans • After the crisis, publicly funded health systems are under extreme pressure to reduce costs. Mandatory generic substitution rules, reductions in reimbursements and shift of costs to individuals will likely spur the demand for generics. Generic growth highly dependent on pipeline • Generics’ growth typically peak 2-3 years after launch. In more mature markets there’s a constant need to “replenish” the pipeline to create value, while in emerging markets older branded generics still drive growth. Sources of payment vary widely across Europe • Demand dynamics change according to who pays for the product. Generic firms face widely diverse profiles in Europe – from countries such as Turkey where 80% of payments are public, to Russia, where 60% is out-of-pocket. Increased pressure on margins • Price controls, regulatory pressure in some jurisdictions and heightened competition are key challenges for generic drugs firms, which compete on cost and do not have the same advantages of premium-priced branded products. Counterfeiting • The need to expand onto emerging low-cost markets, exposes the industry to potential counterfeiting issues. Uncertainty on patent laws and public health agendas could affect the ability of some generic players to grow in the future. Key Opportunity Potential Challenge Key Challenge Source: IMS, Frost & Sullivan, Broker Reports, Companies’ Websites
AGENDA • The European Generic Drugs Market • M&A Considerations • Buy-Side Process Overview • Appendix • Trading Comparable Companies • Precedent Transactions
Key Buy-side process considerations Target Desirability Key Criteria • Existing and potential market positions. • Real and nominal growth rates in sales and earnings. • Size in sales, earnings and assets. • Target’s potential returns on capital and sales. • Perceived quality in the marketplace. • Managerial capability and depth. • Labour relations, regulatory concerns. • Acquisition size. • Earnings and capitalisation impact. • Pro-forma ownership. Target Availability Key Criteria • Stock ownership profile. • Composition of BoD. • Senior management and their goals. • Succession plans. • Recent operating and financial performance. • External industry factors (consolidation, regulatory changes).
Key Buy-side process considerations Private Approach to CEO/Management • Friendly, maintains goodwill, tailor next step based on CEO response – but has confidentiality issues and shifts advantage to CEO. Private Approach to Board • Indicates interest, potential to gain a supporter on the board – but alienates CEO and put directors in awkward position. Private Bear Hug • Indicates high interest, forces board to consider bid – but potentially triggers defensive posture and alienates both the CEO and the Board. Public Bear Hug • Level of interest undeniable, forces Board to consider the bid and might split the CEO and the Board – but can trigger the search for a “white knight”. Unsolicited Offer • Forces public Board consideration of the approach – but could alienate the CEO and the board, might trigger defensive posture and requires full commitment from buyer.
Key Buy-side process considerations Value Determination • Review of historical and projected performance. • Stand-alone valuation per unit. • Expected synergies and costs. • Pro-forma impact on buyer. Pro-forma Credit Profile • Leverage capacity. • Impact on credit profile of the acquirer. Potential Deal Breakers • Risk assessment. • Accounting issues and key projection assumptions. • Management, cultural and social issues. • Legal, regulatory and political issues. Risk Protection • Reps and Warranties. • Covenants. Integration Requirements • Key personnel and pro-forma organisational structure. • Location of key businesses. • Board composition. • Legal compliance issues.
Key Buy-side process considerations Key Criteria • Tax efficiency. • Control. • Governance. • Timetable. • Complexity of regulatory process. • Integration consequences. Payment Consideration • Stock. • Cash. • Other securities (preferreds, convertibles). • Warrants and options. • Asset swaps. • JVs and other structures. • Earn-outs and other contingent schemes.
Key Buy-side process considerations Key Criteria • Debt capacity of the target and the acquirer in light of a potential deal but also of capex requirements, cash generation and growth. • Appetite and risk attitude of acquirer’s BoD, banks, capital markets and any other source of financing. • Constraints on the business post-acquisition (leverage, covenants, growth plans).
Key Buy-side process considerations Key Considerations • Continued involvement of the seller. • Future plans for the business (plant locations, changes, closures, new/old markets and products). • Employee job security. • Deferred compensation and earn-outs. • Warranties and indemnities (level, caps, escrows, etc.).
Buy-side process – role of the acquirer and its financial advisor Role of the Acquirer Role of the Financial Advisor • Strategic Direction • Provide the rationale behind the interest on particular opportunities in line with the overall corporate strategy agenda. • Target Screening • With the help of the financial advisor, determine which targets are suitable for a potential approach. • Board and Management Actions • Seek approvals, financing and commitment to • engage in a buy-side process, as well as • provide financial and market data to inform • analyses prepared by the advisor. • Approach Targets • Lead formal approaches to selected potential • targets and maintain strategic conversations • with the aim of closing a deal. • Due Diligence and Negotiations • Lead due diligence efforts (financial, legal, commercial, IP, etc.) and pursue negotiations (purchase price, terms, reps and warranties) with the support of appointed advisors. • Deal Closing • Execute final documentation and obtain regulatory, corporate and other approvals to close the transaction. • Post-Acquisition Integration • Lead integration of target into corporate structure and manage post-deal issues such as earn-outs. • Credibility • Add credibility to the process, including approaching targets, and encourage them to invest time and money in due diligence. • Market Knowledge • Support strategic rationale, help with target screening, assess likelihood of other potential bidders and anticipate market reaction to a deal. • Due Diligence and Valuation • Provide support on due diligence efforts and prepare comprehensive analyses to deliver a fairness opinion on the value of the target as well as guidance on actionable price ranges. • Bidding Strategy • Position client as the leading bidder, anticipate target’s expectations on valuation and inform overall bidding strategy to close the deal quickly. • Structuring • Design appropriate deal structure to maximise value for the client and the potential combined company. • Negotiations • Increase bargaining power by acting as intermediary between the client and the target (including its advisors) in observance of the client’s best interests. Advise on final documentation. • General Project Coordination • Logistics, documentation, coordinate other advisors. Buy Side Process
AGENDA • The European Generic Drugs Market • M&A Considerations • Buy-Side Process Overview • Appendix • Trading Comparable Companies • Precedent Transactions
Us & European generic drugs – TRADING COMPARABLE companies All financial data as of 16/Nov/2012 Source: CapitalIQ
European generic drugs – Precedent transactions(1) (2) (2) Only includes deals where the target is European, where the deal is above €25MM, for the period between January 2007 and November 2012. All deal values in million Euros converted using the average exchange rate on the year of each particular deal. “na” /square data points represent deals where no implied multiple was available. Mean and Median exclude the Meda / Valeant transaction. Source: CapitalIQ, Press Releases and Companies’ websites