Famicord Ag · XETR:V3V
Famicord — Vita 34 — Merger or Acquisition (May 2021)
10 slides from Famicord's merger presentation, May 31, 2021
Slide 1: Combining Europe's Leading Stem Cell Banks
COMBINING EUROPE’S LEADING STEM CELL BANKS 31 MAY 2021 1 1
Slide 2: Strategic rationale of the combination with PBKM
Strategic rationale of the combination with PBKM On 31 May 2021, Vita 34 AG signed a business combination agreement (“BCA”) with Polski Bank Komórek Macierzystych S.A. The proposed transaction will combine two leading European cord blood banks with unique and complementing strengths and offers t
Slide 3: Proposed transaction (I)
Proposed transaction (I) Under the BCA, Vita 34 agreed to offer to the shareholders of PBKM to exchange all shares of PBKM for new shares in Vita 34 by way of a contribution in kind (the "Proposed Transaction"). The shareholders of PBKM will be offered 1.3 new Vita 34 shares in exchange for 1 sh
Slide 4: Proposed transaction (II)
Proposed transaction (II) The new Vita 34 shares to be issued under the Proposed Transaction shall be created by way of a capital increase in kind still to be resolved and excluding Vita 34 shareholders' subscription rights. For the purpose of resolving the capital increase, Vita 34 will convene
Slide 5: Synergies (I)
Synergies (I) Vita 34 is active in Germany and 19 other countries, FamiCord is active in 27 countries, with Vita 34 operating two laboratories in Germany and PBKM operating laboratories in 12 countries. These capabilities are enhanced by a partner network that spans almost the whole of Europe. The
Slide 6: Synergies (II)
Synergies (II) Preliminary assessment shows potential post-combination cost synergies in the amount of at least EUR 3.1 million pre-tax per year (equivalent to ca. 1/3 of pro-forma EBITDA of the combined group based on FY2020 figures) Process optimization, especially an Reduction of double costs (
Slide 7: Elaborations on the exchange ratio
Elaborations on the exchange ratio The Vita 34 Management Board together with its advisors evaluated several options for the business combination of the two companies in depth, and came to the conclusion that an exchange of all shares of PBKM for shares in Vita 34 by way of a contribution in kind
Slide 8: Underlying valuation of PBKM and Vita 34
Underlying valuation of PBKM and Vita 34 On the basis of a DCF analysis following IDW S 1, ValueTrust determined the following (stand alone) equity values for Vita 34 and PBKM as well as the corresponding value per share as of the valuation date 13 July 2021: Overview relative values and exchange
Slide 9: Further information and expected timetable
Further information and expected timetable Further information is available in the comprehensive EGM invite as well as in the ad-hoc announcement and corporate news on the BCA published on 31 May 2021. For any further questions, please contact our IR department. Preliminary timetable: BCA anno
Slide 10: Q1 2021 Highlights: Positive Start of the Year
Q1 2021 HIGHLIGHTS POSITIVE START OF THE YEAR Vita 34 benefits from a noticeable recovery in demand in its core markets Revenues Q1 2021: EUR 5.4 million (+ 16.1 percent) EBITDA Q1 2021: EUR 1.0 million (- 6.8 percent) Adjusted EBITDA Q1 2021*: EUR 1.7 million (+ 52.5 percent) Operating Cash Flow