Healius Limited · ASX:HLS
Healius — Investor Presentation (March 2023)
20 slides from Healius's investor presentation, Mar 20, 2023
Slide 1: Takeover Offer for Healius: Creating Australia's largest pathology provider
Takeover Offer for Healius: Creating Australia’s largest pathology provider March 2023 0
Slide 2: Takeover Offer for Healius: Creating Australia's largest pathology provider
Takeover Offer for Healius: Creating Australia’s largest pathology provider This presentation sets out summary information about ACL's Offer, ACL, Healius and the Merged Group. Further, detailed information regarding the Offer is set out in ACL's announcement to the ASX on the date of this presentat
Slide 3: Key investment highlights
Key investment highlights ACL believes that the merger of ACL and Healius will create Australia’s largest pathology provider, operating across pathology and imaging with expected enhanced scale and profitability Larger, more Expected to create Australia’s largest pathology provider with more appro
Slide 4: Offer summary
Offer summary Under ACL’s Offer, each Healius Shareholder is entitled to receive 0.74 ACL Shares for every 1 Healius Share held1 Healius Shareholders are entitled to receive 0.74 ACL Shares for every 1 Healius Share held1 ACL’s Offer represents a nil-premium merger based on the volume weighted a
Slide 5: Largest pathology provider in Australia with a comprehensive national footprint
Largest pathology provider in Australia with a comprehensive national footprint Complementary networks provide diverse platform for growth, supported by the Merged Group’s improved financial strength Operational scale to capture network efficiencies Financial scale to drive investment and growth Mer
Slide 6: Significant cost synergy opportunities
Significant cost synergy opportunities The Proposed Merger is expected to unlock approximately $95m of Expected Cost Synergies, with an estimated net value of between $1.3 and $1.6bn1 Estimated Expected Cost Synergies (gross, run-rate basis)2 $m (% of Expected Cost Synergies) $22m (24%) $26m (27%) $
Slide 7: Superior track record of performance and shareholder returns
ACL Superior track record of performance and shareholder returns Healius Since listing, ACL has consistently delivered superior performance to Healius despite its smaller scale. This outperformance extends beyond operating metrics to shareholder returns and balance sheet management Growth & Profitab
Slide 8: De-risks Healius' operational turnaround (1/2)
De-risks Healius’ operational turnaround (1/2) While Healius has outlined a cost reset that implies a run-rate underlying EBIT margin uplift of 6.7%, the company has an unsuccessful track record of operational initiatives. There is $1.4 to $1.7bn of value at-risk in delivering the cost reset1 1 Oper
Slide 9: De-risks Healius' operational turnaround (2/2)
De-risks Healius’ operational turnaround (2/2) Access to ACL’s management, systems and capabilities is expected to de-risk the operational turnaround at Healius, with an estimated $1.4 to $1.7bn of potential value at-risk1 3 ACL’s superior cost control 4 Proven ACL track record Despite its smaller s
Slide 10: Potential Merged Group pro forma FY23 EBIT
Potential Merged Group pro forma FY23 EBIT If the Merged Group can achieve Expected Cost Synergies and the Potential Operational Improvement Benefit, this implies pro forma FY23 EBIT of $361m1 Potential Merged Group pro forma FY23 EBIT Key value drivers 1 Expected Cost Synergies $95m ACL believes
Slide 11: Significant potential value creation for shareholders
Significant potential value creation for shareholders Under the terms of the Offer, the Merged Group has the potential to deliver equity value uplift of $2.1bn, or +90% relative to the combined market value of Healius Shares and ACL Shares1 ~$2.1bn potential uplift in Merged Group equity value Drive
Slide 12: Deeply experienced team
Deeply experienced team ACL is led by a stable team with deep acquisition integration and operational transformation experience across the pathology industry and beyond 7+ years at ACL; 7+ years at ACL; 12+ years at ACL; 7+ years at ACL; 30+ years in Healthcare 30+ years in Healthcare 20+ years in P
Slide 13: Strong acquisition pedigree
Strong acquisition pedigree ACL management has deep acquisition experience, successfully integrating five acquisitions since 2015 and consistently achieving or exceeding planned synergies on time and on budget to drive material value creation for shareholders Post AASB 16 EBIT Synergies: Target vs A
Slide 14: Stakeholder outcomes & ESG benefits
Stakeholder outcomes & ESG benefits ACL expects that the Merged Group will deliver stronger outcomes for doctors and patients and deliver ESG benefits Enhanced investment in doctor and More Sustainable Regional 1 2 patient services Services Increased free cash flow and balance sheet strength achieve
Slide 15: Relative contribution of Healius and ACL to the Merged Group
ACL Relative contribution of Healius and ACL to the Merged Group Healius The ACL Board believes that the Offer Consideration results in a fair distribution of value based on the relative contribution of Healius to the Merged Group Relevant metric Standalone value per share Implied Relative contribut
Slide 16: Key takeaways
Key takeaways In summary, the merger of ACL and Healius will create Australia’s largest pathology business, operating across pathology and imaging with expected enhanced scale and profitability • Proposed Merger is expected to unlock approximately $95m of Expected Cost Synergies, with delivery expec
Slide 17: Appendix A: Offer Conditions
Appendix A: Offer Conditions The Offer is subject to a number of conditions, which are set out in full in Attachment 2 (Offer Conditions) to the Offer Announcement and the Bidder’s Statement. These conditions include (but are not limited to): • 90% Minimum Acceptance Condition: ACL acquiring a Relev
Slide 18: Appendix B: Expected Cost Synergies
Appendix B: Expected Cost Synergies High end of value range of $1.6bn based on capitalising the Expected Cost Synergies of $95m at the blended FY24 EV/EBIT multiple of 17.5x. Low end of value range of $1.3bn based on capitalising the post-tax Expected Cost Synergies at the blended FY24 P/E multiple
Slide 19: Appendix C: Potential Operational Improvement Benefit
Appendix C: Potential Operational Improvement Benefit High end of value range of $1.7bn based on capitalising the Potential Operational Improvement Benefit of $95m at the blended FY24 EV/EBIT multiple of 17.5x. Low end of value range of $1.4bn based on capitalising the post-tax Potential Operational
Slide 20: Important notice and disclaimer
Important notice and disclaimer IMPORTANT NOTICE AND DISCLAIMER events expressed or implied in any forward-looking statements in this Presentation will actually occur. There This presentation has been prepared by Australian Clinical Labs Limited (ACN 645 711 128) (ACL) and can be no assurance that a