Diasorin S.p.a. · MIL:DIA
Diasorin — Merger or Acquisition (April 2021)
34 slides from Diasorin's merger presentation, Apr 12, 2021
Slide 1: DiaSorin to acquire Luminex
DiaSorin to acquire Luminex Conference call - April 12, 2021
Slide 2: A Unique Combination of Specialists
A UNIQUE COMBINATION OF SPECIALISTS
Slide 3: Disclaimer / Forward-Looking Statements
DISCLAIMER / FORWARD-LOOKING STATEMENTS In General. This document is referred to herein as the “Presentation”. This Presentation has been prepared by DiaSorin S.p.A. (“DiaSorin” or the “Company” and, together with its subsidiaries, the “Group”). The Presentation is being furnished to you for informa
Slide 4: Disclaimer / Forward-Looking Statements
DISCLAIMER / FORWARD-LOOKING STATEMENTS Verbal explanation. This Presentation has to be accompanied by a verbal explanation. A simple reading of this Presentation without the appropriate verbal explanation could give rise to a partial or incorrect understanding. Rounding. Due to rounding, numbers pr
Slide 5: Disclaimer / Forward-Looking Statements
DISCLAIMER / FORWARD-LOOKING STATEMENTS Additional Information and Where to Find It This Presentation may be deemed to be solicitation material in respect of the proposed transaction between the Parties. In connection with the proposed transaction, Luminex plans to file relevant materials with the S
Slide 6: Summary
SUMMARY Transaction Announcement Summary Luminex overview Rationale and fit with DiaSorin Strategy Transaction overview Appendix DiaSorin to acquire Luminex 6
Slide 7: Transaction Announcement Summary
Transaction Announcement Summary DiaSorin to acquire Luminex 7
Slide 8: Transaction Announcement Summary (1/3)
TRANSACTION ANNOUNCEMENT SUMMARY (1/3) LUMINEX DEVELOPS, MANUFACTURES AND SELLS PROPRIETARY BIOLOGICAL TESTING TECHNOLOGIES AND PRODUCTS WITH LEADING APPLICATIONS THROUGHOUT DIAGNOSTICS AND LIFE SCIENCE INDUSTRIES LEADER IN MULTIPLEXING TECHNOLOGY, ONE OF THE FASTEST GROWING MARKETS IN THE MOLECULAR
Slide 9: Transaction Announcement Summary (2/3)
TRANSACTION ANNOUNCEMENT SUMMARY (2/3) STRATEGIC TRANSACTION IDENTIFIED AS PART OF A REVIEW ON MULTIPLEX OPPORTUNITIES AND ANALYSIS OF EXISTING AND EMERGING TECHNOLOGY OFFERINGS OPPORTUNITY IN LINE WITH DIASORIN STRATEGIC PRIORITIES, PROVIDING: • ACCESS TO PROVEN MOLECULAR MULTIPLEXING TECHNOLOGY TO
Slide 10: Transaction Announcement Summary (3/3)
TRANSACTION ANNOUNCEMENT SUMMARY (3/3) NET PURCHASE PRICE: USD 37.00 PER SHARE, EQUAL TO AN EQUITY VALUE OF APPROXIMATELY USD 1.8BN AND AN ENTERPRISE VALUE OF APPROXIMATELY USD 1.8BN ACQUISITION TO BE CARRIED OUT THROUGH A MERGER OF LUMINEX AND A U.S. SUBSIDIARY WHOLLY OWNED BY DIASORIN CREATING SHA
Slide 11: Luminex overview
Luminex overview DiaSorin to acquire Luminex 11
Slide 12: Luminex Overview
LUMINEX OVERVIEW Biotech company providing molecular, proteomic, and cellular analysis tools and Proprietary testing technologies, supporting broad biological test menu tests to life science and diagnostics markets, exceeding USD 12BN per year (*) Extensive platform placements (~25,000 units) Leadin
Slide 13: Luminex Worldwide Presence
LUMINEX WORLDWIDE PRESENCE MANUFACTURING PLANTS AND R&D SITES COMMERCIAL PRESENCE US CANADA US CANADA AUSTIN (TEXAS) TORONTO HEADQUARTERS (CANADA) SEATTLE (WASHINGTON) UK FRANCE NETHERLANDS GERMANY MADISON (WISCONSIN) CHICAGO (ILLINOIS) WORLDWIDE EMPLOYEES: ~ 1,300 JAPAN CHINA HONG KONG AUSTRALIA Di
Slide 14: Overview of Luminex Technologies
OVERVIEW OF LUMINEX TECHNOLOGIES SINGLE/LOW PLEX › MDX solutions dedicated to hospital and clinical labs worldwide through direct salesforce and a network of distributors MOLECULAR DIAGNOSTICS › Wide menu of MDx tests for infectious diseases with: - Single-analyte/Low-plex real-time Polymerase Chain
Slide 15: Luminex Molecular Diagnostics Technologies Deep Dive
LUMINEX MOLECULAR DIAGNOSTICS TECHNOLOGIES DEEP DIVE SINGLE-LOW PLEX Fully automated platform (ARIES®) Menu of tests focused on: ▪ Respiratory Infections Single-analyte, Low-plex technology ▪ Hospital Acquired Infections ▪ Women's Health Ability to run both Lab Developed Tests and IVD kits ARIES® MU
Slide 16: Focus on VERIGENE II Value Proposition
FOCUS ON VERIGENE® II VALUE PROPOSITION KEY DIFFERENTIATING FEATURES ECONOMIC VALUE: FLEX TESTING Fully automated sample-to-result platform RSP Flex enabling Cost Control by fitting into multiple Respiratory Testing algorithms, offering smaller targeted Shipping/storage of kits at ambient temperatur
Slide 17: Luminex Life Science Technologies Deep Dive
LUMINEX LIFE SCIENCE TECHNOLOGIES DEEP DIVE LICENSED TECHNOLOGIES GROUP (LTG) Wide range of protein- and nucleic acid- Applications include based multiplex assays ▪ Research (e.g. vaccine development, cancer research, genetic diseases, Luminex® 100 MAGPIX® Simultaneous capture of multiple analytes A
Slide 18: Focus on xMAP INTELLIFLEX
FOCUS ON xMAP® INTELLIFLEX The xMAP® INTELLIFLEX instrument is a modern, compact, flow-based multiplexing platform, combining the proven performance of xMAP Technology with modern features to: • enhance performance • empower assay development innovation • simplify the user experience No other multip
Slide 19: Rationale and fit with DiaSorin strategy
Rationale and fit with DiaSorin strategy DiaSorin to acquire Luminex 19
Slide 20: Strategic Rationale for Acquisition of Luminex
IMMUNOASSAY STRATEGIC RATIONALE FOR ACQUISITION OF LUMINEX BUILDING ON LUMINEX CUSTOMER BASE TO BROADEN ACCESS TO DIASORIN’S CLIA OFFERINGS, ESPECIALLY CLIA IN THE U.S. HOSPITAL SETTING BROADENING DIASORIN EXISTING POSITIONING, BECOMING A LEADER WITH: MOLECULAR DIAGNOSTICS • ACCESS TO LUMINEX TOP-NO
Slide 21: Focus on New DiaSorin Positioning in MDx Space
FOCUS ON NEW DIASORIN POSITIONING IN MDX SPACE HIGH VERIGENE xTAG/xMAP VERIGENE II PLEX RANGE ARIES LOW LOW HIGH THROUGHPUT FROM BASE MODEL DiaSorin to acquire Luminex 21
Slide 22: Historical Combined Financial Figures (€/MM)
HISTORICAL COMBINED FINANCIAL FIGURES (€/MM) 1,247 1,005 365 DiaSorin Revenues Luminex Revenues 299 881 472 DiaSorin EBITDA 706 ~38% 315 Luminex adjusted EBITDA ~32% 86 Combined EBITDA margin 38 385 277 Revenues EBITDA Revenues EBITDA 2019 2020 Luminex Revenues and adjusted EBITDA converted at avera
Slide 23: Impact on DiaSorin Group Revenue Mix (FY 2020)
IMPACT ON DIASORIN GROUP REVENUE MIX (FY 2020) BY TECHNOLOGY BY GEOGRAPHY Asia Pacific Latin America Other 4% 9% 11% Immuno Europe & Africa 62% 44% MDX 29% USA & Canada 41% Other Latin America 7% Asia Pacific 2% 11% Life Science 12% Immuno Europe & Africa 44% 34% USA & Canada MDX 53% 37% DiaSorin to
Slide 24: Transaction overview
Transaction overview DiaSorin to acquire Luminex 24
Slide 25: Transaction Overview
TRANSACTION OVERVIEW PRICE OF THE NET PURCHASE PRICE: USD 37.00 PER SHARE, EQUAL TO AN EQUITY VALUE OF APPROXIMATELY USD 1.8BN AND AN ENTERPRISE VALUE TRANSACTION OF APPROXIMATELY USD 1.8BN A MIX OF AVAILABLE CASH AND EXTERNAL FINANCING, CONSISTING OF: FINANCING • TERM LOAN FOR USD 1.1BN • BRIDGE LO
Slide 26: Investor Day September 2021 - Save the date
INVESTOR DAY SEPTEMBER 2021 Save the date DiaSorin to acquire Luminex
Slide 27: Appendix
Appendix DiaSorin to acquire Luminex 27
Slide 28: Molecular Diagnostics: Multiplexing Business Overview
MOLECULAR DIAGNOSTICS: MULTIPLEXING BUSINESS OVERVIEW SYSTEM/TECHNOLOGY FEATURES CUSTOMERS CLINICAL AREAS Molecular Diagnostics Respiratory Infections Single-low plex Small panels/Single Analyte (specific tests) Hospital / Reference Hospital Acquired Infections Labs Real-time PCR ARIES® Women’s heal
Slide 29: Molecular Diagnostics: Multiplexing Test Portfolio (1 of 2)
MOLECULAR DIAGNOSTICS: MULTIPLEXING TEST PORTFOLIO (1 OF 2) SYSTEM/TECHNOLOGY TEST PORTFOLIO Molecular Diagnostics Respiratory infections Women’s health Hospital Acquired Infections Single-low plex - Bordetella - HSV 1&2 - C. difficile - FLU A/B & RSV - MRSA - Group A Strep - Group B Strep ARIES® -
Slide 30: Molecular Diagnostics: Multiplexing Test Portfolio (2 of 2)
MOLECULAR DIAGNOSTICS: MULTIPLEXING TEST PORTFOLIO (2 OF 2) SYSTEM/TECHNOLOGY TEST PORTFOLIO Molecular Diagnostics Respiratory infections (Pathogens + Viruses) GI infections Genetics VIRUS VIRUS - Cystic Fibrosis - Adenovirus - Adenovirus 40/41 - CYP2C19 - Coronavirus 229E - Norovirus GI/GII - Coron
Slide 31: Focus on Life Science Market
FOCUS ON LIFE SCIENCE MARKET LTG space: growth at 5-7% p.a. across segments, with growth largely driven by net FC space: growth at 7-10% p.a. through analyzers and assays sales within the technologies and drug development academia and pharma subsegments Total available Total available Commentary Com
Slide 32: Life Science: Licensed Technologies Group Business Overview
LIFE SCIENCE: LICENSED TECHNOLOGIES GROUP (LTG) BUSINESS OVERVIEW SYSTEM/TECHNOLOGY FEATURES USABILITY APPLICATIONS Licensed Technologies Group Luminex® 100 Up to 100 analytes Allergy Testing per sample Alzheimer Autoimmune Disease Biodefense/Environmental Cancer Markers Cardiac Markers Luminex® 200
Slide 33: Life Science: Flow Cytometry Business Overview
LIFE SCIENCE: FLOW CYTOMETRY (FC) BUSINESS OVERVIEW SYSTEM/TECHNOLOGY TECHNOLOGY FEATURES APPLICATIONS Flow Cytometry Cell Health • Uses fluorescent reagents and detection Cell Pathways to measure 3 parameters for every cell Autophagy • Little or no sample preparation required Immunology Guava® Muse
Slide 34: DiaSorin
DiaSorin