Laboratorio Reig Jofre, S.a. · BME:RJF

Laboratorio Reig Jofre — Natraceutical — Merger or Acquisition (October 2014)

44 slides from Laboratorio Reig Jofre's merger presentation, Oct 15, 2014

Slide 1: Merger project with Laboratorio Reig Jofre, SA
natraceutical Merger project with Laboratorio Reig Jofre, SA
Slide 2: Disclaimer and transaction advisors
This presentation contains no confidential material and may include publicly available market information which has not been independently verified by Natraceutical. This information is given in summary form and does not purport to be complete. Information in this presentation should not be consider
Slide 3: Contents
CONTENTS Ol. O2. 03. 04. O5. O06. O7. 08. 09. 10. BACKGROUND NATRACEUTICAL TODAY TWO SYNERGISTIC INDUSTRIES LABORATORIO REIG JOFRE TODAY INDUSTRIAL SENSE OF THE MERGER NTC AFTER THE INTEGRATION OF LR) FORECAST OF 2014 RESULTS STRUCTURE OF THE MERGER AND NEW SHAREHOLDER COMPOSITION CORPORATE GOVERNAN
Slide 4: 01. Background
Slide 5: Background of the merger: LOI and Merger Protocol
• On May 8, 2014, Natraceutical SA (hereinafter NTC) and Laboratorio Reig Jofre, SA (hereinafter LRJ) signed a Letter of Intent (LOI) in order to initiate a negotiation process aimed at studying the possible integration of the two companies. • After completion of the due diligence of both companies,
Slide 6: 02. Natraceutical Today
ee Gee 25 Oo es 202. NATRACEUTICAL TODAY Oo
Slide 7: Creation and consolidation of the natural and functional ingredients business
2006-2012 20013-2014 2002-2006 Creation of the Food Focus on the food supplements business Creation and Supplements Division by with development of first OTC products. consolidation of the natural and functional acquisition of Laboratorios Forte Ingredients Division Pharma and integration of the Ing
Slide 8: Natraceutical today: diversification into health and energy segments
NATRACEUTICAL TODAY Important diversification into health and energy segments -_ Since . ay 2 2008 | ig J} Weight | WN d = control » Energy a Beauty 670% 12,8% 12,5% 00% »UY #0 ,O /0 » /0 »f /0 Supplements for Supplements to Natural solutions Nutrients to weight control combat fatigue for skin, hair
Slide 9: Direct marketing in pharmacies and distributor network
Direct marketing in pharmacies in France, Spain, Benelux and Portugal and network of distributors in over 20 countries 1. Calculated over the target 2. Including 20 countries: Greece, Ucrania, Bulgaria, Morocco, Tunisia, Lebanon, French Antilles, Reunion Island, Madagascar, Mayotte, Cameroon, Senega
Slide 10: Solid operational and financial structure
NATRACEUTICAL TODAY Solid operational and financial structure Turnover wag BR @ 2011 2012 2013 Net financial debt 56.60 -0.16" .2.93 * Not including cash position of 14.52 ME following some assets disposal Figures in million euros EBITDA Net result F | @ 16.07* 0.86 2.57 -414 Employees @ 100 0.95 -0
Slide 12: Food supplements and pharmaceutical industries converging
Food supplements companies approach the pharmaceutical industry... ... while pharmaceutical companies seek alliances in the food supplements sector or develop their own offer * Over-the-counter: Pharma product without medical prescription ** Rx: Pharma product with medical prescription 11
Slide 13: Pharma companies entering food supplements
The multinational Merck is promoting its food supplements The Japanese pharma company Otsuka has its line of area under the brand "Bion", mainly in the vitamins range. slimming products biManán through its subsidiary Nutrition Santé. The multinational pharma company Reckitt Benckiser acquired in Nov
Slide 15: Development of own products
2001-2014 1992-1996 1929-1991 Development of own products Several acquisitions in Fully focus on (pharmaceuticals, food the OTC segment, developing, supplements and cosmetics) focusing on dermatology. manufacturing and and strengthening of the marketing of international position. 1997-2001 pharmaceu
Slide 16: Laboratorio Reig Jofre financial figures
Figures in million euros Data prior to 2012 not available in IFRS accounting rules. Not included as it is not comparable. 15
Slide 17: Strategic approach towards higher value segments
LABORATORIO REIG JOFRE TODAY Strategic approach towards higher value segments 2013 sales: 118.3 M€ Development and manufacture of own products Therapeutic areas Dermatology, gynecology, respiratory, antibiotics and consumer healthcare Products Medicines (prescription and non-prescription), generic p
Slide 18: Portfolio of own products
Dermatology Acne, hair and nails yduct: Anaclosil Medebiotin Complidermol Complidermol 5a Deripil Eridosis TriHachemina Nutridermis Medetopic Mede H Ginecology Preterm birth and oncology Products Nife-par GynEC DX Pre-par Orvangel Medegin Ple-Par ampotlas itocrina Solucion acuose | ‘oem \sonarom ne
Slide 19: Technological standards and quality for other laboratories
LABORATORIO REIG JOFRE TODAY Maximum technological standards and quality for other laboratories = Boehringer th NovaRTIS Gua @ il Ingelheim infal = i ti (iti em (~ EUVEDICA fSferrer pawpaxy [BION o° a Grupo Gi Uriach W,, = GRIFOLS mt SIGMA WOK ARDT sanofiaventis Te Australian Company ~ KU MAVIOU coo
Slide 20: Own sales network and presence in 87 countries
Own network of sales representatives for doctors(1), hospitals and pharmacies in Spain and the Nordic countries and presence in 87 countries through over 180 distributors and/or licensees 1. General practitioner, dermatologists and gynecologists, mainly 2. Including 40 countries, mainly: Italy, Finl
Slide 21: Modern specialized production centers
LABORATORIO REIG JOFRE TODAY Modern specialized production centers Toledo e + Constructed area: 15.297m? in two different plants + Employees: 254 + Activity: production of penicillanic antibiotics and cephalosporins + Approved in 2013 by FDA Barcelona + Constructed area: 19.799m? + Employees: 180 +
Slide 22: 05. Industrial Sense of the Merger
OM get. P2.0o.2%+ 2 05. INDUSTRIAL SENSE Te. OF THE MERGER
Slide 23: Strengthening by vertical integration: products and R&D
INDUSTRIAL SENSE OF THE MERGER Strengthening of the resulting company by vertical integration Research, development, production and combined access to international markets Complementarity Strengthening of products byR&D&I Medicines Improved of strategic position due OTC to LRJ’s strength inR&D&l Fo
Slide 24: Vertical integration: production
INDUSTRIAL SENSE OF THE MERGER Strengthening of the resulting company by vertical integration Research, development, production and combined access to international markets PRODUCTION Productive capacity Other Productive and technical capacity at Savings in procurements LRJ's facilities to manufactu
Slide 25: Vertical integration: marketing
INDUSTRIAL SENSE OF THE MERGER Strengthening of the resulting company by vertical integration Research, development, production and combined access to international markets MARKETING Geographical complementarity Own network in Spain, Portugal, France, Benelux and Nordic countries Network of internat
Slide 26: Direct cost savings estimated at 2.5 M€
Direct cost savings estimated at 2.5 M € from operational improvements after the merger. Potential significant improvement in revenues and margins of the new company, thus increasing profitability and enhancing a sound business and financial structure. 25
Slide 28: Combined figures of the two companies
Figures in million euros 2013c: combined figures of the two companies. LRJ year closing: September. NTC year closing: December 27
Slide 29: Combined figures according to 2013 closing
Combined figures of the two companies according to 2013 closing 28
Slide 30: Natraceutical after the merger
NATRACEUTICAL AFTER THE MERGER
Slide 31: 07. Forecast of 2014 Results
DP Ge. 2.Qo 9: 2 OF FORECAST OF 2014 RESULTS Oo
Slide 32: Combined 2013 and estimated 2014 figures
Figures in million euros 2013c: combined data from the two companies 2014e: estimated combined closing for 2014. Recurring EBITDA. It does not include merger costs, which may amount to approx. 2.0 M€ for both companies together LRJ year closing: September. NTC year closing: December. 31
Slide 33: 08. Structure of the Merger and New Shareholder Composition
O: Ono: : O ener . 08. STRUCTURE OF THE MERGER AND NEW SHAREHOLDER COMPOSITION
Slide 34: Merger structured by integration of LRJ into NTC
• Merger transaction structured by integration of LRJ by NTC, entailing extinction of LRJ and transfer of its equity to NTC. • The companies' valuation by comparable multiples and discounted cash flows resulted in a exchange ratio in the resulting company of 26% for current NTC shareholders and 74%
Slide 35: 09. Corporate Governance
Osesoe Regn 2 Oto Oa os oe) ° 09. CORPORATE GOVERNANCE
Slide 36: Proposed board composition of the new company
 In response to the recommendations forwarded by the Spanish National Stock Market Commission to the board of directors of both companies, NTC will submit to its shareholders' approval the following composition of the board of directors of the new company:  3 proprietary directors (33%) representi
Slide 37: Independent director profiles
ANTON COSTAS COMESAÑA Mª LUISA FRANCOLI PLAZA Education Education • Industrial engineer • Degree in Economics at the University of Barcelona. • Bachelor of Economics and Business • MBA in Finance at the University of St. John, New • Doctor of Economics York. Academic activities Professional experien
Slide 38: Independent director profiles
RAMON GOMIS I DE BARBARA RAMIRO MARTINEZ-PARDO DEL VALLE Education •Bachelor of Medicine Education • PhD in Medicine from the University of Barcelona • Degree in Economics and Business from the •Postdoctoral training at the Free University of Brussels Complutense University of Madrid. in endocrinolo
Slide 39: Emilio Moraleda Martinez
EMILIO MORALEDA MARTINEZ Formación académica • Degree in Law from the Complutense University of Madrid • Diplomas in Human Resources and Business Administration from the Universities of Columbia and Harvard (USA). • Social graduate by the Social School of Madrid Professional experience He is current
Slide 40: 10. Other Information
P28 Oe 2. 2 10. OTHER INFORMATION .o)
Slide 41: The new company: key ratios
THE NEW COMPANY Key ratios 0 REIG JOFRE natraceutical nF www.reigjofre.com Economic information 2012 2013 2012-2013 Economic information 2012 2013 2012-2013 Turnover 29.93 31.37 4.8% Turnover 105.28 118.27 12.3% EBITDA 0.86 2.57' 198.8% EBITDA 10.93 13.55 23.9% EBIT 0.13 2.01 1446.2% EBIT 644 9.07 4
Slide 42: Recurring 2014 EBITDA
Figures in million euros Recurring 2014 EBITDA. It does not include merger costs, which may amount to approx. 2.0 M€ for both companies together LRJ year closing: September. NTC year closing: December. 41
Slide 43: Comparable multiples
COMPARABLE MULTIPLES I ¥ nee ev | Evisales | EVIEBITDA EV/EBIT | PER | EBITDA Mg. | 2013-2015E CAGR | EBIT M 2013E 2014E 2015E 2013E 2014E 2015E 2013E 2014E 2015E 2013E 2014E 2015E — 2013E Sales EBITDA —2013E Roche Switzerland 184,946 232,994 5.0x 49x 48x 11.8 11.7x 1x 13.4x13.0x 12.4x18.5x17.8x_— 1
Slide 44: Reig Jofre / Natraceutical contact
REIG JOFRE Group www. reigjofre.com natraceutical Av. Alcalde Barnils, 64-68, Edificio A, 12 32 08174 St. Cugat del Vallés Barcelona, Espafia Tel. (+34) 93 584 8185 www.natraceuticalgroup.com Relacion con Inversores Gloria Folch gloria.folch@natraceuticalgroup.com

Natraceutical — Merger or Acquisition (October 2014) on 6ix

Laboratorio Reig Jofre — Natraceutical — Merger or Acquisition (October 2014)

Slide 1: Merger project with Laboratorio Reig Jofre, SA

Slide 2: Disclaimer and transaction advisors

Slide 3: Contents

Slide 4: 01. Background

Slide 5: Background of the merger: LOI and Merger Protocol

Slide 6: 02. Natraceutical Today

Slide 7: Creation and consolidation of the natural and functional ingredients business

Slide 8: Natraceutical today: diversification into health and energy segments

Slide 9: Direct marketing in pharmacies and distributor network

Slide 10: Solid operational and financial structure

Slide 11: 03. Two Synergistic Industries

Slide 12: Food supplements and pharmaceutical industries converging

Slide 13: Pharma companies entering food supplements

Slide 14: 04. Laboratorio Reig Jofre Today

Slide 15: Development of own products

Slide 16: Laboratorio Reig Jofre financial figures

Slide 17: Strategic approach towards higher value segments

Slide 18: Portfolio of own products

Slide 19: Technological standards and quality for other laboratories

Slide 20: Own sales network and presence in 87 countries

Slide 21: Modern specialized production centers

Slide 22: 05. Industrial Sense of the Merger

Slide 23: Strengthening by vertical integration: products and R&D

Slide 24: Vertical integration: production

Slide 25: Vertical integration: marketing

Slide 26: Direct cost savings estimated at 2.5 M€

Slide 27: 06. NTC after the integration of LRJ

Slide 28: Combined figures of the two companies

Slide 29: Combined figures according to 2013 closing

Slide 30: Natraceutical after the merger

Slide 31: 07. Forecast of 2014 Results

Slide 32: Combined 2013 and estimated 2014 figures

Slide 33: 08. Structure of the Merger and New Shareholder Composition

Slide 34: Merger structured by integration of LRJ into NTC

Slide 35: 09. Corporate Governance

Slide 36: Proposed board composition of the new company

Slide 37: Independent director profiles

Slide 38: Independent director profiles

Slide 39: Emilio Moraleda Martinez

Slide 40: 10. Other Information

Slide 41: The new company: key ratios

Slide 42: Recurring 2014 EBITDA

Slide 43: Comparable multiples

Slide 44: Reig Jofre / Natraceutical contact