Integral Diagnostics Ltd · ASX:IDX
Integral Diagnostics — Merger or Acquisition (February 2018)
21 slides from Integral Diagnostics's merger presentation, Feb 6, 2018
Slide 1: Investor presentation 6 February 2018
For personal use only Investor presentation 6 February 2018
Slide 2: Integral Diagnostics has attractive prospects as a standalone business
For personal use only 1. Integral Diagnostics has attractive prospects as a standalone business Confidential / Draft 1
Slide 3: Integral Diagnostics comprises three "core" brands
Integral Diagnostics comprises three “core” brands For personal use only Total IDX State of operation Victoria Queensland Western Australia Ballarat, Geelong, Warrnambool and outer Gold Coast area South West Western Core markets western areas of Toowoomba and Mackay Australia Melbourne Sites 25 13 9
Slide 4: These core brands are clear leaders in their regional markets
These “core” brands are clear leaders in their regional markets For personal use only Integral Diagnostics captures a significant share of organic growth in Diagnostic Imaging Services as a result of its strong competitive position and capacity within its business Brand 25 (incl. IDX market 7 hospit
Slide 5: Proven track record of combining and integrating businesses, and delivering organic growth
Integral Diagnostics has a proven track record of combining and integrating businesses, and delivering sustainable organic growth For personal use only Integral Diagnostics has grown from a single clinic to 47 clinics via mergers, acquisitions, hospital contracts, service expansion and greenfield de
Slide 6: Well positioned to continue to sustainably grow its business
Integral Diagnostics is well positioned to continue to sustainably grow its business Initiative How Integral Diagnostics will deliver value to shareholders For personal use only 1 Driving • Delivering increasing margins under current management team since July 2017 industry- leading • 1H18 EBITDA ma
Slide 7: Capitol operates a fundamentally different business model to Integral Diagnostics
For personal use only 2. Capitol operates a fundamentally different business model to Integral Diagnostics Confidential / Draft 6
Slide 8: Substantially larger business with higher quality revenue and margins
Integral Diagnostics is a substantially larger business with higher quality revenue and margins excl. divested NSW assets For personal use only Size (FY17 revenue)(1) $180m $108m Revenue mix(2) Bulk billed, Bulk 55% billed, >80% Revenue 5.8% 4.2% (FY15A – FY18F)(1) EBITDA 3.7% 0.6% CAGR EBIT 4.0% (2
Slide 9: Business model more clinically diversified and complex than Capitol's
Integral Diagnostics’ business model is more clinically diversified and complex than Capitol’s excl. Radiology Tasmania For personal use only Number of clinics 47 43 Number of other sites - 4(1) Geographical presence / VIC, QLD and WA VIC market share(2) (#2 in WA, #4 in VIC and QLD) (#2) Day surger
Slide 10: Governance framework medically driven and supported by a qualified management team
Integral Diagnostics’ governance framework is medically driven and supported by a highly qualified management team For personal use only Size of Board 7 4(2) Number of practising radiologists on the 2 0 Board Number of executive directors on the Board 3 0 who are doctors Number of directors with oth
Slide 11: Capitol cannot integrate and effectively manage a substantially larger business
For personal use only 3. Capitol cannot integrate and effectively manage a business that is substantially larger and more complex Confidential / Draft 10
Slide 12: Capitol's Southern Radiology acquisition and divestment was value destructive
Capitol’s Southern Radiology acquisition and divestment was value destructive to its shareholders CAJ share price (since Southern announcement) Event Commentary from Capitol For personal use only $1.20 A CAJ announces At the time of acquisition, Capitol said: $0.90 B acquisition of Southern Radiolog
Slide 13: Update on status of Capitol takeover bid
For personal use only 4. Update on status of Capitol takeover bid Confidential / Draft 12
Slide 14: Background to Capitol's takeover bid
Background to Capitol’s takeover bid For personal use only • Capitol announced its bid on 29 November 2017, two days before a change to the ASX listing rules that would have required it to seek approval from its own shareholders to make the bid and one day before final bids were due for the Radiolog
Slide 15: Examples of changes to bidder's statement
Examples of changes to bidder’s statement The extent of changes required following lodgement of the original bidder’s statement is highlighted in the marked-up supplementary bidder’s statement, with examples of material corrections or additional disclosures, including: For personal use only Example
Slide 16: Examples of changes to bidder's statement (cont'd)
Examples of changes to bidder’s statement (cont’d) The extent of changes required following lodgement of the original bidder’s statement is highlighted in the marked-up supplementary bidder’s statement, with examples of material corrections or additional disclosures, including: For personal use only
Slide 17: Relevant matters for consideration by shareholders
Relevant matters for consideration by shareholders Integral Diagnostics considers the replacement bidder’s statement still fails to address certain matters which are relevant for Integral Diagnostics shareholders consideration of Capitol’s offer For personal use only Key matters Comment Basis of the
Slide 18: Relevant matters for consideration by shareholders (cont'd)
Relevant matters for consideration by shareholders (cont’d) For personal use only Integral Diagnostics considers the replacement bidder’s statement still fails to address certain matters which are relevant for Integral Diagnostics shareholders consideration of Capitol’s offer Key matters Comment Cap
Slide 19: 90% minimum acceptance condition and escrow arrangements
90% minimum acceptance condition and escrow arrangements For personal use only • Investors Mutual, Adam Smith Asset Management, Perennial Value Management and Viburnum Funds who hold or control 29.91% of Integral Diagnostics shares in aggregate1, have informed Integral Diagnostics they do not intend
Slide 20: Disclaimer
Disclaimer For personal use only Some of the information contained in this presentation contains “forward-looking statements” which may not directly or exclusively relate to historical facts. These forward-looking statements reflect Integral Diagnostics Limited (IDX) current intentions, plans, expec
Slide 21: For personal use only
For personal use only
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