Grifols, S.a. Class A · BME:GRF
Grifols, S.a. Class A — Merger or Acquisition (June 2010)
26 slides from Grifols, S.a. Class A's merger presentation, Jun 9, 2010
Slide 1: Disclaimer
Disclaimer This document has been prepared by GRIFOLS, S.A. (GRIFOLS or the “Company”) exclusively for use during the analyst and investor conference call “Acquisition of Talecris Biotherapeutics: Creating a World Leading Integrated Plasma Company”. Therefore it cannot be disclosed or made public by
Slide 2: Agenda
Agenda 1. Transaction highlights 2. Strategic rationale 3. Transaction impact 4. Conclusion
Slide 3: 1. Transaction highlights
1. Transaction highlights
Slide 4: Transaction summary
Transaction summary Agreement to acquire 100% of Talecris for a combination of cash and newly issued Grifols non-voting shares $19.00 in cash plus 0.641 Grifols non-voting shares per Talecris share Implied offer price of $26.16(1) per Talecris share, representing a premium of 53% to the average Tale
Slide 5: Transaction benefits
Transaction benefits Increased availability of plasma therapies Enhanced marketplace stability Increase in combined utilisation of fractionation capacity Combined protein purification capacity increase Capex rationalization Plasma procurement optimization Protein yield improvement Complementary test
Slide 6: Expected timetable
Expected timetable Timing Q2 2010 H2 2010 Q1 2011 Key milestones Deal announcement Filing HSR statements, merger proxy and F-4 with SEC Filing folleto for non-voting shares with CNMV (Spain) Regulatory approval (assuming no 2nd request) Proxy submission to Talecris shareholders Talecris Shareholder
Slide 7: 2. Strategic rationale
2. Strategic rationale
Slide 8: Plasma industry fundamentals
Plasma industry fundamentals Strong underlying plasma market Long term demand drivers are in place Supply dynamics Global plasma industry estimated to be US$12bn(1) in 2009 Some core markets still under diagnosed and under supplied Unmet need in emerging markets Continued R&D for use in new indicati
Slide 9: Grifols at a glance
Grifols at a glance Company overview Founded in 1940 in Barcelona, listed on the Spanish Stock Exchange since 2006. An IBEX 35 company Fully integrated business model: Bioscience (c. 77%(1)): plasma and its derivatives Diagnostic (c. 11%(1)): equipment, instrumentation and reagents for IVD and Blood
Slide 10: Talecris at a glance
Talecris at a glance Company overview One of the five largest players in the sector Established in 2005 through the acquisition of Bayer BP’s assets and the additional fractionation capacity and contract manufacturing services of PS Premium products in key segments Gamunex: strongly branded, exclusi
Slide 11: Strategic rationale
Strategic rationale US market leader in IVIG 5% solution Existing and available FDA licensed manufacturing capacity Extensive international sales, marketing and logistics network Well established, premiere source plasma collection operation Serological testing laboratory with additional capacity com
Slide 12: Number 3 ranked vertically integrated plasma derivatives producer
Number 3 ranked vertically integrated plasma derivatives producer 2009 worldwide revenues ($ million) 6,000 5,573 5,000 4,000 2,924 3,000 2,803 2,000 1,533 1,403 1,270 1,000 612 0 (1) (2) (3) Baxter CSL Grifols + Talecris Talecris Biotherapeutics Octapharma Grifols Biotest Other Note: Figures conver
Slide 13: Balanced and diversified product portfolio
Balanced and diversified product portfolio 2009 revenue breakdown by geography Rest of World 21% US 32% Europe 47% Rest of World 8% US 66% Canada 14% EU 12% Combined Rest of World 14% US 50% EU 28% Canada 8% 2009 revenue breakdown by product family Other Proteins 13% Diagn. 11% Hospital 9% Other 3%
Slide 14: Grifols worldwide presence
Grifols worldwide presence UK Switzerland Scandinavia Germany Poland Czech Rep Slovakia France Spain Japan USA China Portugal Mexico Thailand Colombia Brasil Chile Argentina Italy Singapore Malaysia Australia Grifols presence Grifols manufacturing facility 10
Slide 15: Talecris worldwide presence
Talecris worldwide presence Canada Germany USA Talecris presence Talecris manufacturing facility 11
Slide 16: Enhanced US presence and global footprint
Enhanced US presence and global footprint Canada UK Switzerland Scandinavia Germany Poland Czech Rep Slovakia France Spain Japan USA China Portugal Mexico Thailand Colombia Brasil Chile Argentina Italy Singapore Malaysia Australia Grifols & Talecris presence Grifols presence Talecris presence Grifol
Slide 17: Complementary R&D pipeline
Complementary R&D pipeline Grifols: R&D pipeline Preclinical Phase l Phase ll Phase lll Approved Fibrin Sealant TA: Biosurgery Uses: Vascular and Soft Tissues surgery Albumin / IVIG TA: Neurology Uses: Alzheimer Albumin TA: Hepatology Uses: Liver Cirrhosis IV Fibrinogen TA: Haematology Uses: Haemorr
Slide 18: Significant synergies expected
Significant synergies expected c. $230m cost synergies p.a. Plasma collection Optimized manufacturing SG&A / R&D Create more efficient plasma collection network Cross licensing of products and facilities Utilize processes with highest production yield Immediate utilization of available manufacturing
Slide 19: Additional synergies
Additional synergies Capex Working capital Revenues Key actions Optimize capex plan by eliminating duplication Optimize plasma utilization and efficiencies Optimize use and development of inventories Transfer Grifols source plasma to Talecris Increased customer with access to broad product range Inc
Slide 20: Integration planning
Integration planning Immediate action plan ready to be launched after announcement Application for cross manufacturing of intermediates of both companies submitted for FDA approval Conformance lots for validation purposes Grifols to provide technical support in order to optimize capex related to Tal
Slide 21: 3. Transaction impact
3. Transaction impact
Slide 22: Proforma impact on Grifols — 2009
Proforma impact on Grifols — 2009 Revenues $bn 3.0 2.5 2.0 1.5 1.0 0.5 0.0 2.8 1.5 1.3 Grifols (1) Talecris Biotherapeutics Proforma EBITDA $bn 1.0 0.8 0.6 0.4 0.2 0.0 c.1.0 Transaction (3) c.0.2 Impact 0.8 Grifols (1) Talecris Biotherapeutics (2) Proforma (3) Balanced business profile Synergies of
Slide 23: Transaction financing
Transaction financing Offer consideration Cash ($2.5bn) Grifols non-voting shares ($0.9bn)(1) Key considerations Cash portion of the consideration ($2.5bn), together with backstop of existing debt of Grifols and Talecris (if required) financed through Cash at hand Committed 5/6 year term loan facili
Slide 24: Grifols non-voting shares to be issued
Grifols non-voting shares to be issued Offer consideration Cash ($2.5bn) Cash ($2.5bn) Grifols non-voting shares ($0.9bn)(1) Key considerations Stock portion of the consideration to be paid in the form of newly issued Grifols non-voting shares 0.641 Grifols non-voting shares for each Talecris share
Slide 25: 4. Conclusions
4. Conclusions
Slide 26: Conclusions
Conclusions Clear strategic rationale Significant run-rate synergy potential of c.$230 million per annum Immediate EPS accretion, becoming over 30% by year two Opportunity for Talecris shareholders to realise value and share the upside from the combined group Committed medium-term acquisition financ