Ebos Group Limited · NZX:EBO
Ebos — Merger or Acquisition (December 2021)
60 slides from Ebos's merger presentation, Dec 9, 2021
Slide 1: Equity Raising and Acquisition of LifeHealthcare
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES For personal use only RAISING 9 December 2021 AND EQUITY INVESTOR PRESENTATION ACQUISITION OF LIFEHEALTHCARE
Slide 2: Important Notice and Disclaimer
IMPORTANT NOTICE AND DISCLAIMER For personal use only The following notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this carefully before reading or making any other use of this Presentation or any information contained in this Present
Slide 3: Important Notice and Disclaimer
IMPORTANT NOTICE AND DISCLAIMER For personal use only FUTURE PERFORMANCE NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Certain statements made in this Presentation are forward-looking statements. These forward-looking statements are not historical facts but rather are base
Slide 4: Important Notice and Disclaimer
IMPORTANT NOTICE AND DISCLAIMER For personal use only DISCLAIMER NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES The information contained in this Presentation has been prepared in good faith by EBOS. No representation or warranty, expressed or implied, is made as to the fai
Slide 5: Contents
CONTENTS 1 For personal use only Transaction summary 6 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES 2 Overview of LifeHealthcare 9 3 Accelerating EBOS’ medical devices strategy 16 4 Acquisition terms and financial impact 25 5 EBOS trading update 29 6 Equity raising 31 7 K
Slide 6: Transaction Summary
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES 6 For personal use only SUMMARY TRANSACTION
Slide 7: Executive Summary
EXECUTIVE SUMMARY EBOS has agreed to acquire LifeHealthcare for approximately $1,167 million1, accelerating For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES EBOS’ medical devices strategy and creating an exciting platform to drive future growth • EBOS ha
Slide 8: Acquisition Strategic Rationale
ACQUISITION STRATEGIC RATIONALE For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Substantially accelerates EBOS’ medical devices strategy and creates scale Enhances and diversifies EBOS’ existing medical devices portfolio while facilitating entry int
Slide 9: Overview of LifeHealthcare
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES 9 For personal use only OVERVIEW OF LIFEHEALTHCARE
Slide 10: LifeHealthcare Investment Highlights
LIFEHEALTHCARE INVESTMENT HIGHLIGHTS For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Attractive sector / industry positions across ANZ Distribution & Allograft and Asia Distribution Distributes for leading global medical devices OEMs with a pipeline o
Slide 11: Medical Devices Sector Overview
MEDICAL DEVICES SECTOR OVERVIEW The medical devices sector is highly attractive, offering solid growth and diversification For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Key growth drivers Estimated market size and growth Sustainable demand expected
Slide 12: LifeHealthcare Snapshot
LIFEHEALTHCARE SNAPSHOT LifeHealthcare is one of the largest independent distributors of third party medical devices, For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES consumables, capital equipment and inhouse manufactured allograft material in Australia
Slide 13: LifeHealthcare Divisions
LIFEHEALTHCARE DIVISIONS LifeHealthcare comprises two divisions: ANZ Distribution & Allograft and Asia Distribution For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES ANZ Distribution & Allograft Asia Distribution Distribution: • Long term distribution par
Slide 14: Financial Performance
FINANCIAL PERFORMANCE LifeHealthcare has generated strong underlying growth as reflected in the combined revenues For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES and EBITDA since FY19 of LifeHealthcare and businesses it has acquired Historical pro forma
Slide 15: Experienced Management Team
EXPERIENCED MANAGEMENT TEAM LifeHealthcare has a management team with deep industry experience that will continue as For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES part of the EBOS team • Led the vision for the broader LifeHealthcare group through acqu
Slide 16: Accelerating EBOS' Medical Devices Strategy
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES 16 For personal use only ACCELERATING EBOS’ MEDICAL DEVICES STRATEGY
Slide 17: EBOS' Organisation Structure
EBOS’ ORGANISATION STRUCTURE The enlarged Medical Devices business will remain part of EBOS’ Institutional Healthcare For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES division Healthcare Animal Care Institutional Community Pharmacy Contract Logistics Hea
Slide 18: Further Expands and Diversifies EBOS' Earnings
FURTHER EXPANDS AND DIVERSIFIES EBOS’ EARNINGS Institutional Healthcare will represent approximately 38% of group pro forma GOR and the For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Acquisition provides a measured entry into Asia EBOS FY21 pre-Acquisi
Slide 19: Increases Exposure to High Growth Sector
INCREASES EXPOSURE TO HIGH GROWTH SECTOR The Acquisition will provide greater exposure to the high growth medical devices sector For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES EBITDA1 CAGR (FY19–21) 22% 15% 12% 11% LifeHealthcare Lachlan Healthcare seg
Slide 20: EBOS' Medical Devices Business
EBOS’ MEDICAL DEVICES BUSINESS EBOS entered the high growth medical devices distribution sector in 2019 and, post- For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Acquisition, will have created a division generating ~$420m annualised revenue Brand Acqui
Slide 21: Accelerates EBOS' Medical Devices Strategy
ACCELERATES EBOS’ MEDICAL DEVICES STRATEGY The acquisition of LifeHealthcare aligns with EBOS’ medical device strategy to build a For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES complete medical devices offering Create a diversified portfolio covering
Slide 22: Additional Devices Growth Opportunities
ADDITIONAL DEVICES GROWTH OPPORTUNITIES There are five main strategic opportunities for growth in medical devices For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Australia and New Zealand Existing Asian geographies New Asian geographies Existing therape
Slide 23: Management Reporting Structure
MANAGEMENT REPORTING STRUCTURE LifeHealthcare will continue to be led by Matt Muscio, who will report directly to John Cullity For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES John Cullity CEO EBOS tenure: 12 years Leonard Hansen Brett Barons Julie Dillo
Slide 24: Clear Integration Approach
CLEAR INTEGRATION APPROACH The integration approach leverages EBOS’ strong track record of successful business For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES combinations • EBOS will apply the same integration principles that have served it well in int
Slide 25: Acquisition Terms and Financial Impact
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES 25 For personal use only TERMS AND ACQUISITION FINANCIAL IMPACT
Slide 26: Acquisition Funding and Terms
ACQUISITION FUNDING AND TERMS EBOS will fund the Acquisition through a combination of incremental committed debt For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES facilities, an equity raising and scrip consideration Acquisition terms • Total consideratio
Slide 27: Pro Forma FY21 Income Statement
PRO FORMA FY21 INCOME STATEMENT FY21 pro forma income statement (underlying, pre one-off costs and synergies associated with the Transaction) For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES $m, 30 June year end EBOS LifeHealthcare1 Adjustments2 EBOS pro
Slide 28: Pro Forma FY21 Balance Sheet
PRO FORMA FY21 BALANCE SHEET FY21 pro forma balance sheet (pre one-off costs associated with the Transaction) For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES $m, 30 June year end EBOS LifeHealthcare1 Adjustments2 EBOS pro forma Cash 169.0 6.3 - 175.2 Tr
Slide 29: EBOS Trading Update
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES 29 For personal use only UPDATE EBOS TRADING
Slide 30: FY22 Trading Update
FY22 TRADING UPDATE For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES • EBOS has had a pleasing start to FY22 with strong revenue and earnings growth recorded across both the Healthcare and Animal Care segments • For the four months ended 31 October 2021,
Slide 31: Equity Raising
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES 31 For personal use only EQUITY RAISING
Slide 32: Equity Raising Overview
EQUITY RAISING OVERVIEW For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES • EBOS will conduct a non-underwritten retail offer to eligible existing shareholders to raise up to NZ$105 million (A$100 million1) (with the discretion to accept oversubscriptions
Slide 33: Equity Raising Timetable
EQUITY RAISING TIMETABLE For personal use only Description Date (NZT)1 NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Record date (for identifying shareholders eligible to participate in the Retail Offer) 7pm, Wednesday, 8 December 2021 Trading halt and announcement of the
Slide 34: Key Risks
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES 34 For personal use only KEY RISKS
Slide 35: Key Risks
KEY RISKS For personal use only Risk Description NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES COVID-19 A material amount of the products that LifeHealthcare sells are used as part of surgical or clinical procedures. The COVID-19 outbreaks to date have led to elective surg
Slide 36: Key Risks
KEY RISKS For personal use only Risk Description NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Key risks Completion is conditional on the approval of, or clearance being obtained from certain regulators. In order to obtain the approval or clearance, EBOS associated with th
Slide 37: Key Risks
KEY RISKS For personal use only Risk Description NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Key risks • EBOS or any material subsidiary of EBOS is subject to an insolvency event, or there is an act or omission which is likely to result in EBOS or any associated with the
Slide 38: Key Risks
KEY RISKS For personal use only Risk Description NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Key risks The underwriting agreement also prescribes a range of restructure events upon the occurrence of which if EBOS and Macquarie fail to come to an associated with the agree
Slide 39: Key Risks
KEY RISKS For personal use only Risk Description NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Key risks Debt financing risk associated with the Transaction The Acquisition sale and purchase agreement is not subject to any financing condition. EBOS has obtained $540 millio
Slide 40: Key Risks
KEY RISKS For personal use only Risk Description NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Key risks The W&I insurance will be subject to limitations and a minimum claim deductible. There is therefore the risk that the W&I insurance will not be available, associated wi
Slide 41: Key Risks
KEY RISKS For personal use only Risk Description NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Key risks Economic, political and social conditions in Asia associated with the Transaction Due to the operations in Asia through the Transmedic group of companies in Hong Kong,
Slide 42: Key Risks
KEY RISKS For personal use only Risk Description NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Counterparty risk There is a risk that counterparties (including customers) may fail to meet their contractual obligations resulting in loss to EBOS or LifeHealthcare and impacti
Slide 43: Key Risks
KEY RISKS For personal use only Risk Description NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Regulatory risk The benefit paid to medical device manufacturers and distributors such as LifeHealthcare and EBOS’ existing medical devices business by private health and changes
Slide 44: Key Risks
KEY RISKS For personal use only Risk Description NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Health and safety Due to the nature of some of the industries in which EBOS and LifeHealthcare operate, there is a risk of accidents or unsafe operations. Notwithstanding risk th
Slide 45: Appendix – Background Information on EBOS
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES For personal use only 45 ON EBOS APPENDIX – BACKGROUND INFORMATION
Slide 46: EBOS Snapshot
EBOS SNAPSHOT EBOS is the largest and most diversified Australasian marketer, wholesaler and distributor of For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES healthcare, medical and pharmaceutical products. It is also a leading marketer and distributor of
Slide 47: What We Do: Healthcare
WHAT WE DO: HEALTHCARE EBOS has leading positions across the ANZ healthcare products supply chain For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Healthcare products supply chain1 Pharmacy Pharmacies support services Brands and Wholesalers and Hospitals
Slide 48: What We Do: Animal Care
WHAT WE DO: ANIMAL CARE For personal use only EBOS also has leading and diverse positions within the Animal Care segment NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES EBOS Animal Care businesses Owner and marketer of leading premium pet food and pet treats brands Pet Brand
Slide 49: EBOS Investment Strengths
EBOS INVESTMENT STRENGTHS EBOS offers investors a strong track record of growth, yield and shareholder returns For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Defensive growth sectors Scale and leading positions Diversified group Best-in-class healthcar
Slide 50: EBOS' Trans-Tasman History
EBOS’ TRANS-TASMAN HISTORY EBOS’ history stretches back 100 years in New Zealand and 175 years in Australia For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES 1922 1960 2007 2011 Early Brothers Early Bros Dental EBOS acquires EBOS acquires pet Trading Co.
Slide 51: Investing for Growth
INVESTING FOR GROWTH Investing in our distribution network and value accretive acquisitions is core to our strategy For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Pet Food Manufacturing Facility Sydney Contract FY22 Logistics DC FY21 Brisbane DC FY20 F
Slide 52: EBOS' Acquisition Strategy
EBOS’ ACQUISITION STRATEGY Track record of growing inorganically to expand and diversify our earnings For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Select areas of focus for acquisitions Strategic focus • Targets aligned to our strategy within healthc
Slide 53: Proven Value Creation Strategy
PROVEN VALUE CREATION STRATEGY Our businesses generate organic growth and significant cash flow, which funds our strategy of For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES re-investing for growth, as well as dividends for shareholders SHAREHOLDER VALUE
Slide 54: EBOS' Long Term Track Record
EBOS’ LONG TERM TRACK RECORD EBOS has delivered consistent financial performance through the cycle For personal use only NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Underlying EBIT ($m) Underlying EPS ($ cents per share) DPS (NZ$ cents per share) 11.4% CAGR 10.6% CAGR 11
Slide 55: Appendix – International Offer Restrictions
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES For personal use only 55 OFFER APPENDIX – RESTRICTIONS INTERNATIONAL
Slide 56: International Offer Restrictions
INTERNATIONAL OFFER RESTRICTIONS For personal use only INTERNATIONAL OFFER RESTRICTIONS NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES AUSTRALIA This document and the offer of New Shares under the Placement is only made available in Australia to persons to whom a disclosure
Slide 57: International Offer Restrictions
INTERNATIONAL OFFER RESTRICTIONS For personal use only HONG KONG (CONT.) NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for
Slide 58: International Offer Restrictions
INTERNATIONAL OFFER RESTRICTIONS For personal use only SINGAPORE (CONT.) NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singa
Slide 59: International Offer Restrictions
INTERNATIONAL OFFER RESTRICTIONS For personal use only UNITED STATES NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have not been, and w
Slide 60: For personal use only
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES For personal use only