Fagron Sa · EURONEXT:FAGR
Fagron Sa — Arseus — Shareholder Meeting (May 2009)
97 slides from Fagron Sa's shareholder meeting presentation, May 11, 2009
Slide 1: Welcome to the Annual General Meeting of Shareholders
Welcome to the Annual General Meeting of Shareholders May 11, 2009
Slide 2: Registration of the quorum. Composition of the bureau
Registration of the quorum. Composition of the ‘bureau’. 2
Slide 3: 1. Reading of annual report and auditor's report 2008
1. Reading, deliberating and commenting of the annual report of the Board of Directors and the Auditor's report on the annual accounts for the 2008 financial year. 3
Slide 4: One-stop-shop for a healthy future
One-stop-shop for a healthy future Ger van Jeveren, CEO Jan Peeters, CFO
Slide 5: A strong market with high growth potential
A strong market with high growth potential Arseus benefits from key market drivers… Non-cyclical industry Aging population Professional Growing healthcare Healthcare Focus on aesthetics expenditure market Increasing public healthcare Technological innovation awareness …that provide significant poten
Slide 6: Strongly focused on sales, marketing and innovation
Strongly focused on sales, marketing and innovation 53% of our employees are in direct contact with our customers 6
Slide 7: Continuous innovations / own labels
Continuous innovations / own labels Continuous introduction of new and innovative products and concepts 7
Slide 8: Compelling growth strategy
Compelling growth strategy Sustainable long-term growth Added- Buy-and- Pan- Own Operational Value Build European Brands/ Excellence Solutions Strategy Presence Innovations 8
Slide 9: Where are we today
Where are we today NO. 1 NO. 2 NO. 2 NO. 1 Europe Europe Benelux Belgium 1 bln. market 2.5 bln. market Already market leading position in each segment 9
Slide 10: One-stop-shop for pharmaceutical compounding
One-stop-shop for pharmaceutical compounding Sales +24.5% Turnover increased 24.5% to € 136.9 million (organic: +9.7%) Strengthening of market position in all countries Rebitda Double-digit turnover growth in the Netherlands, Spain and Italy Strategic buy-and-build acquisitions in Czech Republic and
Slide 11: One-stop-shop
One-stop-shop Pharmaceutical Fagron brand Industry compounding services Pharmaceutical raw Pharmaceutical, Third party pharmaceutical materials, equipment, nutraceutical, veterinary compounding services Fagron-branded and cosmetic industries compounded products 11
Slide 12: Fagron: Number 1 in Europe
Fagron: Number 1 in Europe Estimated market size EUR 1.0 bln. Fagron sales 2008 EUR 137 mio. Fagron market share >10% Annual sales main competitor EUR 16 mio. Light-years ahead of competition in a very fragmented market 12
Slide 13: Fagron Derma Concept
Fagron Derma Concept New dermatological instrument for the assortment of creams and ointments of Fagron A unique total solution for tailor- made products in dermatology Introduced in the Netherlands in 2008 13
Slide 14: Professional support for daily practice
Professional support for daily practice The Fagron Derma Concept will be introduced in the rest of Europe in the course of 2009. 14
Slide 15: Professional support for daily practice
Professional support for daily practice The Fagron Derma Concept will be introduced in the rest of Europe in the course of 2009. 15
Slide 16: Professional support for daily practice
Professional support for daily practice The Fagron Derma Concept will be introduced in the rest of Europe in the course of 2009. 16
Slide 17: Professional support for daily practice
Professional support for daily practice The Fagron Derma Concept will be introduced in the rest of Europe in the course of 2009. 17
Slide 18: Fagron Derma Concept testimonial
“The Fagron Derma Concept offers extra options for making proper care more broadly and more easily accessible to children. I consider the partnership with Fagron a very sound basis for making paediatric dermatology more broadly accessible” Arnold P. Oranje Professor of Paediatric Dermatology 18
Slide 19: Medicinal cannabis
Medicinal cannabis • Since 2003, pharmacists in the Netherlands provide medicinal cannabis to patients • Significant interest from other European countries • Fagron received an exclusive license for the import and distribution in Germany 19
Slide 20: Medicinal cannabis patient testimonial
“Mr. Zachariasen (Hamburg – Germany) believes that medicinal cannabis has improved the quality of his life. He is highly impressed with the quality and taste of the cannabis.” 20
Slide 21: Third party compounding: Innovations in Q1 2009
Third party compounding: Innovations in Q1 2009
Slide 22: 5-ALA 20% GEL
5-ALA 20% GEL • Innovative new product • Highly effective treatment of skin diseases Actinische keratose M. Bowen Basaalcelcarcinoom • Scientifically founded 22
Slide 23: Morphine sulfate
Morphine sulfate • Relief of moderate to severe acute and chronic pain • Direct release • Available in 10 and 20 mg pills 23
Slide 24: Continuous launch of innovative products
Continuous launch of innovative products Raw material Tacrolimus Out of patent in Spain (for treatment of psoriasis) 24
Slide 25: Continuous launch of innovative products
Continuous launch of innovative products Raw material Tacrolimus Out of patent in Spain (for treatment of psoriasis) Immediate requests from dermatologists 25
Slide 26: Continuous launch of innovative products
Continuous launch of innovative products Raw material Tacrolimus Out of patent in Spain (for treatment of psoriasis) Immediate requests from dermatologists 1 to 5 mg available 26
Slide 27: Continuous launch of innovative products
Continuous launch of innovative products Raw material Tacrolimus Out of patent in Spain (for treatment of psoriasis) Immediate requests from dermatologists 1 to 5 mg available Cream or gel 27
Slide 28: Continuous launch of innovative products
Continuous launch of innovative products Raw material Tacrolimus Out of patent in Spain (for treatment of psoriasis) Immediate requests from dermatologists 1 to 5 mg available Cream or gel Very profitable product 28
Slide 29: Focus on total IT-solutions for medical professionals
Focus on total IT-solutions for medical professionals Sales -1.9% Turnover decreased 1.9% to € 26.2 million Turnover impacted by phased implementation of Greenock and Baltes and price erosion in Rebitda PC-hardware Impact of the installation of Greenock is expected to become visible in Q3-09 29
Slide 30: Greenock
Greenock • Brand new pharmacy software • Based on state-of-the-art technology • Own intellectual property • Launched in September 2008 Already 150 orders from pharmacists!! 30
Slide 31: Greenock testimonial
“Greenock is very powerful: much more powerful than any of the other pharmacy applications that are currently available in the market.” Mr. Mattelaer Manager of Simon Pharmacy 31
Slide 32: Baltes
Baltes • New version of software for dentists • Improved navigation and user interface • All-in-one solution for the dental professional 32
Slide 33: Baltes 2.0 testimonial
“Baltes 2.0 is even more intuitive. All relevant information is clustered together and it is easy to switch from one component to the other. That’s a real step forward.” Yann Van Hoecke Dentist 33
Slide 34: Total solution for the modern veterinarian
Total solution for the modern veterinarian • A new advanced and user-friendly software for veterinarians • For a wide range of practices • Introduced in March 2008 “Years of close cooperation with Corilus resulted in an interaction of ideas.” Prof. Dr. Sarne De Vliegher 34
Slide 35: Value-added one-stop-partner
Value-added one-stop-partner Sales -4.4% Turnover decreased 4.4% to € 47.3 million Sales impacted by change in legislation wheelchairs Rebitda Rebitda-margin improved showing clearly that the turnaround is beginning to bear fruit 35
Slide 36: MiroCam videocapsule
MiroCam videocapsule This innovative new 150° camerapill enables the stomach, liver and bowel specialist to access locations that are normally hard to access. 36
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Slide 38: MiroCam testimonial
“The innovative transmission of the high quality images minimises the chances of conducting incomplete examinations.” Dr. M.E. Craanen (stomach, liver and bowel specialist) and Erik Herdes (head of Endoscopy) 38
Slide 39: Spirus Medical enteroscopy
Spirus Medical enteroscopy This system enables the stomach, liver and bowel specialist to send the enteroscope into the winding anatomy that leads to the small intestines. 39
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Slide 41: Spirus Medical enteroscopy
Spirus Medical enteroscopy The Discovery SB is Beyond the Ligament of rotated and gently Treitz, clockwise rotation advanced to the antrum. pleats the small bowel. Once through the pylorus, Counter-clockwise clockwise rotation with rotation of the Discovery gentle pull-back engages SB releases the p
Slide 42: Intra-ocular lens Nex-Acri
Intra-ocular lens Nex-Acri • Hydrophobic acrylic foldable intra- ocular lens Nex-Acri. • The sale of intra-ocular lenses in the Belgian market is growing by 10% a year. Microscopic photo: Edge of Nex-Acri Microscopic photo: Cross-section of a white-rabbit eye after Nex-Acri implantation 42
Slide 43: Schiller equipment testimonial
“I have been using Schiller equipment for a few years now. The digital ECG and stress test systems are precise and reliable. The technical support and supervision provided by Arseus Medical is also thorough and professional.” Dr. D.G. Bresseleers Cardioloog 43
Slide 44: Value-added distributor of dental products and services
Value-added distributor of dental products and services Sales +21.9% Turnover increased 21.9% to € 144.2 million (organic: +10.3%) Strategic acquisition in France Rebitda Opening of new showrooms in France & Germany Sale of consumables selectively phased out New exclusive distribution contract with
Slide 45: Successful turnaround
Successful turnaround Back to Flat growth 2003 2006 2007 2008 Focus on equipment and dental labs Gross margin +8% between 2003 and 2008 45
Slide 46: 5 good reasons to work with Arseus Dental
5 good reasons to work with Arseus Dental One-Stop Concept-Shop for dentists and labs Exclusive partnerships with world leading brands Continuous focus on innovations and own brands Superior technical service Specialized and dedicated sales forces 46
Slide 47: New A-dec 300
New A-dec 300 • Innovative solution for dentists • Unprecedented integration of technology and well- positioned to fit small spaces and conservative budgets • Introduced in March 2009 Already 25 orders!! 47
Slide 48: Julie discovers the world
Julie discovers the world • Number 1 dental practice software in France • Multi-language version of Julie introduced at IDS • New version will be introduced on the international markets 48
Slide 49: Julie testimonial
“To me, Julie is the point of reference in dental software. The will to improve and the availability of innovative modules that ensure the security of our practice are truly precious assets to me.” Dr. Bonne Dentist 49
Slide 50: I-MAX Touch / Ceph
I-MAX Touch / Ceph • High quality panoramic imaging • Compatibility of software • User friendly • Removable sensor • Touchscreen • 3D-version introduced at IDS 50
Slide 51: I-Max Touch testimonials
“I-Max Touch, I use it and I love it!” Dr. Lachaize Dentist “The I-Max Touch has tremendously improved life for me and my patients” Dr. Mathelin Orthodontist 51
Slide 52: Visteo: the latest wireless sensor
Visteo: the latest wireless sensor Visteo is the first intra-oral sensor to combine freedom of movement with diagnostic precision and quality of care. 52
Slide 53: Ceka / Preci-Line
Ceka / Preci-Line • Introduction of the spring pin in 1964 • Global dealer network • International market leader in the field of spring pin attachments for dental prostheses • All attachments are produced at Hader 53
Slide 54: Ceka / Preci-Line
Ceka / Preci-Line • Introduction of the spring pin in 1964 • Global dealer network • International market leader in the field of spring pin attachments for dental prostheses • All attachments are produced at Hader 54
Slide 55: Ceka / Preci-Line
Ceka / Preci-Line • Introduction of the spring pin in 1964 • Global dealer network • International market leader in the field of spring pin attachments for dental prostheses • All attachments are produced at Hader 55
Slide 56: CEKA-MAX
CEKA-MAX • The growing influence of CAD/CAM technology is an important development in dentistry • Introduction of CEKA-MAX at the IDS in Cologne • CEKA-MAX is the CAD/CAM-solution of Arseus Dental 56
Slide 57: Arseus Scan Centre
» CEKA-MA CAD/CAM PROSTHETICS
Slide 58: Digital modelling of bars & bridges
Digital modelling of bars & bridges 58
Slide 59: Production
CEKA-MAX CAD/CAM PROSTHETICS
Slide 60: One-stop-shop for the dentist
One-stop-shop for the dentist Dental systems, sterilization equipment and rotating instruments. RX-TEAM Radiology devices. Total solution provider; hardware, software and service. Tailor made installation of the dental practice. Technical service and maintenance. 60
Slide 61: One-stop-shop for the dentist
One-stop-shop for the dentist Dental systems, sterilization equipment and rotating instruments. RX-TEAM Radiology devices. Total solution provider; hardware, software and service. Tailor made installation of the dental practice. Technical service and maintenance. 61
Slide 62: One-stop-shop for the dentist
One-stop-shop for the dentist Dental systems, sterilization equipment and rotating instruments. RX-TEAM Radiology devices. Total solution provider; hardware, software and service. Tailor made installation of the dental practice. Technical service and maintenance. 62
Slide 63: One-stop-shop for the dentist
One-stop-shop for the dentist Dental systems, sterilization equipment and rotating instruments. RX-TEAM Radiology devices. Total solution provider; hardware, software and service. Tailor made installation of the dental practice. Technical service and maintenance. 63
Slide 64: One-stop-shop for the dentist
One-stop-shop for the dentist Dental systems, sterilization equipment and rotating instruments. RX-TEAM Radiology devices. Total solution provider; hardware, software and service. Tailor made installation of the dental practice. Technical service and maintenance. 64
Slide 65: One-stop-shop for the dentist
One-stop-shop for the dentist Dental systems, sterilization equipment and rotating instruments. RX-TEAM Radiology devices. Total solution provider; hardware, software and service. Tailor made installation of the dental practice. Technical service and maintenance. 65
Slide 66: One-stop-shop for the dentist
One-stop-shop for the dentist Dental systems, sterilization equipment and rotating instruments. RX-TEAM Radiology devices. Total solution provider; hardware, software and service. Tailor made installation of the dental practice. Technical service and maintenance. 66
Slide 67: One-stop-shop for the dentist
One-stop-shop for the dentist Dental systems, sterilization equipment and rotating instruments. RX-TEAM Radiology devices. Total solution provider; hardware, software and service. Tailor made installation of the dental practice. Technical service and maintenance. 67
Slide 68: One-stop-shop for the dentist
One-stop-shop for the dentist Dental systems, sterilization equipment and rotating instruments. RX-TEAM Radiology devices. Total solution provider; hardware, software and service. Tailor made installation of the dental practice. Technical service and maintenance. 68
Slide 69: Excellent year for Arseus despite economic decline
Excellent year for Arseus despite economic decline Financial results 2008
Slide 70: Turnover Arseus
Turnover Arseus +16.5% Organic: 7% +9.9% Organic: 6% 70
Slide 71: Turnover per quarter
Turnover per quarter Corilus Medical Dental Fagron 71
Slide 72: REBITDA: strong performance in all divisions
REBITDA: strong performance in all divisions Corilus 47.6 Medical 0.5 +15% Dental 0.4 +8% Fagron 1.2 +15% +10% Corilus 41.4 4.1 Medical 0.7 +15% +20% Dental 0.8 +11% 1.4 Fagron +40% +14% 35.8 2.7 +15% 2006 2007 2008 72
Slide 73: Corporate costs & non recurring result
Corporate costs & non recurring result Corporate costs • 1.4% of turnover +48.5% • Expansion of Arseus corporate • Investments in IT Non recurring result • Redundancy costs +38.7% • Selective phasing out of consumables at Dental 73
Slide 74: Strong EBITDA growth
Strong EBITDA growth +10.2% +33.2% 74
Slide 75: DA & financial result
DA & financial result Depreciations & amortizations +0.5% Financial result +15.5% • Increase of net financial debt • Substantial rise of interest rates in first three quarters of 2008 75
Slide 76: Revaluation of financial derivatives and taxes
Revaluation of financial derivatives and taxes Revaluation of financial derivatives • Non-cash item • Decreased fair market value of the interest rate hedges Taxes -2.9% • Tax rate below 20% is sustainable (2008: 17.2%) 76
Slide 77: Net profit & recurring net profit
Net profit & recurring net profit Net profit -8.4% Decrease caused by the revaluation of the financial derivatives Recurring net profit +14.6% 77
Slide 78: Key figures balance sheet
Key figures balance sheet Goodwill and other (x 1 million Euro) 31/12/’08 31/12/’07 intangible assets related to acquisitions Intangible assets 201.1 155.7 and R&D Corilus Property, plant & equipment 34.5 21.2 Deferred tax assets 16.6 13.6 Acquisition of assets in takeovers and Other tangible assets
Slide 79: Development net financial debt
Development net financial debt Other 104.4 Acquisition -0.5 of debts -4.5 41.4 Acquisitions +15% Interest -39.4 Dividend -8.1 Positive Share 50.6 -1.8 cash flow buy-back + 8.6 -8.1 2007 2008 79
Slide 80: Outlook 2009
Outlook 2009 Management expects a turnover growth of between 5% and 10%. The recurring EBITDA is expected to grow faster than the turnover. Outlook reconfirmed on 9 April 2009 80
Slide 81: Growth company, number 1 or 2, leading consolidator
Growth company Number 1 or number 2 Leading consolidator in growing markets Non-cyclical industry Sustainable cash flow generation Nice dividend yield
Slide 82: 2. Discussion and approval of the annual accounts
2. Discussion and approval of the annual accounts closed on 31 December 2008. Motion to vote: approval of the annual accounts closed on 31 December 2008. 82
Slide 83: Annual accounts Arseus NV
Annual accounts Arseus NV Key figures income statement Key figures balance sheet x 1,000 Euro 2008 x 1,000 Euro 2008 Operating income 1,354 Financial assets 375,103 Operating expenses 2,132 Working capital -6,020 Operating result -778 Equity 327,986 Financial result 14,167 Net financial debt 107,969
Slide 84: 3. Allocation of the result of the financial year
3. Allocation of the result of the financial year closed on 31 December 2008. Motion to vote: approval of the allocation of the result as included in the annual accounts, including a gross dividend of EUR 0.30 per share. 84
Slide 85: Appropriation of the result
Appropriation of the result x 1,000 Euro 2008 Profit for the year to be appropriated 13,389 Profit carried forward from the previous period 3,560 Profits to be appropriated 16,949 Transfer to capital and reserves 8,789 To statutory reserves 669 To other reserves 8,120 Result to be carried forward 0
Slide 86: 4. Communication of the consolidated annual accounts
4. Communication of the consolidated annual accounts and the consolidated reports. 86
Slide 87: 5. Granting discharge to the Board of Directors and the auditor
5. Granting discharge to the members of the Board of Directors and the auditor. Motion to vote: by separate vote, granting full discharge to the Directors and Auditor who were active during the 2008 financial year for the tasks executed by them during the course of the financial year. 87
Slide 88: Board of Directors and Statutory Auditor
Board of Directors: • Robert Peek • Johannes Stols • Luc Vandewalle • Gerardus van Jeveren • Jan Peeters • Couckinvest NV (Marc Coucke) • Benoit Graulich • Rudi De Becker Statutory Auditor: • PricewaterhouseCoopers Bedrijfsrevisoren BCVBA (Lieven Adams and Peter Opsomer) 88
Slide 89: 6. Remuneration of non-executive Directors
6. Remuneration of non-executive Directors. The shareholders will be informed that the annual remuneration for the non-executive Directors as approved by the shareholders at the General Meeting on 4 October 2007 will remain unchanged for the year 2009. 89
Slide 90: 7. Explanation and discussion of the Corporate Governance
7. Explanation and discussion of the Corporate Governance at Arseus NV. • Current composition of the Board of Directors • Board of directors and its specialized Committees • Current composition of the Executive Committee • Overview of remunerations • Corporate Governance Charter 90
Slide 91: Composition of the board of directors
Composition of the board of directors • Members or their permanent representative (from left to right): Johannes Stols, Rudi De Becker, Luc Vandewalle (sitting), Marc Coucke, Robert Peek, Ger van Jeveren, Benoit Graulich, Jan Peeters (sitting) • 8 members of whom 4 independent Directors • Independen
Slide 92: Board of Directors and its specialized Committees
Board of Directors and its specialized Committees Board of Directors Remuneration Appointment Audit Executive Committee Committee Committee Committee Robert Peek (c) Robert Peek (c) Benoit Graulich (c) Ger van Jeveren Johannes Stols Rudi De Becker Johannes Stols Jan Peeters Rudi De Becker Ger van Je
Slide 93: Current composition of the Executive Committee
Current composition of the Executive Committee Members (from left to right): • Jan Peeters – Chief Financial Officer • Frank Verbakel – Group Financial Controller • Ger van Jeveren – Chief Executive Officer The Executive Committee has 3 members, of whom 2 Board members. 93
Slide 94: Overview of remunerations
Overview of remunerations Fixed Variable Other (x 1,000 Euro) remuneration remuneration remuneration component component components Financial year 2008 Ger van Jeveren (CEO) 429 200 19 Executive Committee, incl. 1,012 200 35 CEO Non-executive Directors 155 94
Slide 95: Corporate Governance Charter
Corporate Governance Charter The Board of Directors of Arseus approved the first issue of the Corporate Governance Charter on 4 October 2007. An updated issue was approved on 24 April 2008. The objective of the Board of Directors is to comply with the principles of the Belgian Corporate Governance C
Slide 96: 8. Miscellaneous
8. Miscellaneous. 96
Slide 97: Disclaimer
Disclaimer This presentation may include oral and written forward-looking statements with respect to certain of Arseus’ plans and its current goals and expectations relating to its future financial condition, performance and results. These forward-looking statements sometimes use words such as ‘anti