Title: FRONT SHEET FROM J
1(No Transcript)
2- Proposed acquisition of VetXX
- and placing and open offer to raise 35 million
- December 2007
3Executive summary
- Dechra Pharmaceutical PLCs (Dechra) current
trading in line with managements expectations - Proposed acquisition of VetXX Holdings A/S
(VetXX) for a total consideration of 61.67
million - A compelling strategic fit in line with Dechra
strategy - Acquisition to be financed through combination of
debt and equity - Placing and open offer to raise gross proceeds of
35 million
4Dechra group structure
- Dechra Pharmaceuticals PLC
Pharmaceuticals
Services
- UK market leader in supply of pharmaceuticals and
value added services to the veterinary profession
Marketing and development of licensed branded
veterinary pharmaceuticals to the veterinary
profession worldwide and supplier of instruments
and consumables within the EU
- Licensed manufacturer of veterinary and human
pharmaceuticals for DVP and third party customers
- Multi-disciplined independent commercial
veterinary laboratory and second referral
endocrine specialists
Revenue 26.6m Operating profit 6.1m Operating
margin 22.8
Revenue 234.2m Operating profit 9.5m Operating
margin 4.1
Source Annual Report and Accounts, 2007
5Dechra strategy
- To sustain growth from our core businesses
- To continue to develop our veterinary
pharmaceutical portfolio - To increase our pharmaceutical penetration into
international markets - Key companion animal markets are UK, US, Western
Europe and Japan
6Dechra development pipeline
- Focused product development programme on
specialist companion animal licensed
pharmaceuticals - Current portfolio provides excellent
opportunities for international growth - Solid development pipeline
- Several products in the regulatory process
7The VetXX opportunity
- A compelling strategic fit in line with Dechra
strategy - Both companies
- Develop proprietary veterinary products
- Operate within the same target veterinary markets
- Are focused on marketing companion animal
products - Have common skills and competencies
8The VetXX opportunity
- The acquisition provides
- An enhanced product range
- A European footprint in eight additional
countries - The benefits
- Significantly strengthens Dechras market
position in Europe - Opportunities to improve efficiency and to make
cost savings - Increases utilisation of EU sales and marketing
infrastructure - Provides a broader base for the development and
approval of products - Allows a greater margin return on Dechras
products within mainland Europe
9VetXX Business summary
- Three major product groups
- Pharmaceuticals prescription only medicines for
dogs, cats and horses - Diets therapeutic life stage diets for dogs and
cats - Care ear cleaning and specialist shampoos for
dogs
Sales by product type (FY06)
Operating profit by product type (FY06)
10VetXX Business summary
- Head office and European distribution facility in
Denmark - Sales and marketing structure across continental
Europe and the UK - UK, France, Spain, Portugal, Holland, Ireland,
Sweden, Denmark, Finland, Norway -
Sales by served market
For the period 1 January 2007 to 30 September
2007
11VetXX international organisation
91 employees in Denmark
- Seven subsidiaries in Europe comprising 74
employees - Sweden 5
- Norway 5
- Finland 3
- UK 16
- Iberia 13
- Holland 8
- France 24
Includes 19 part time employees
12VetXX routes to market
Diet products
Care products
Third party products
Pharma products
Products/IP rights
Products are produced for Bayer De Laval only
Owned or licensed by VetXX
IP generated and owned by VetXX
IP generated and owned by VetXX
Care products only
External manufacturing
External manufacturing
VetXXmanufacturing
Manufacturing
Finished Goods Warehouse Uldum
All goods unless made to specific order or for
external third parties pass through the warehouse
Storage/logistics
Haulage
Export Markets Inc. Japan, Canada, Germany
Customer
Distributor Partners
Source Management accounts, management
information
13VetXX - Financial overview
Revenue
EBITDA (adjusted)
344.6
282.4
41.8
41.5
258.4
Gross of discounts Adjusted as summarised
in the Prospectus dated 13 December 2007 Source
Management accounts, management information
14VetXX current trading
- Strong year to date revenue growth performance in
both Pharma and Care divisions in 2007 of c.12
and 11, respectively, year on year - Diets division revenue marginally ahead, year on
year - Good overhead cost control in 2007 year to date
15Acquisition highlights
Pro-forma balance sheet (as at June 2007)
Assuming 35m of new equity
- Notes
- 1. Adjustment 1 has been made to reflect the
adjustment for goodwill arising on the
Acquisition and the adjustments for cash
equivalents and borrowings - Adjustment 2 has been made to reflect the net
proceeds of the equity issue - An exchange rate of DKK 111 has been used for
the pro-forma balance sheet
16Transaction terms
- Acquisition of entire share capital of VetXX for
61.67 million (consideration structured as 30
million plus DKK 330 million) - Consideration represents a multiple of 15.4x
historic 2006 EBITDA - Anticipated transaction costs of 3.5 million
- Acquisition financed by
- New 60 million banking facility (including
refinancing of existing debt) - 35 million equity issue
- Combined pro-forma net debt of 32.0 million
- Subject to shareholder approval
- Directors anticipate acquisition to be earnings
enhancing -
Based on a DKK exchange rate of
10.42 Adjusted for exceptional, non-recurring
cost items as set out on page 12
17Current trading and prospects
- Dechras current trading in line with management
expectations - Strong UK growth of core businesses
- Further growth from EU products
- Development pipeline continues to deliver new
products - Enhanced by the VetXX acquisition
18Placing and Open Offer
- Placing and open offer to raise gross proceeds of
35 million - Open offer terms
- On an 11 for 50 basis
- Issue price of 303 pence
- Representing a 9.8 per cent. discount to the
closing mid-market price on 11 December 2007 - Expected timetable
- Announcement of proposed acquisition and equity
issue 12 Dec - EGM 8 Jan
- Admission 9 Jan
- Settlement 14 Jan
19Summary
- Strengthens Dechras market position in
Continental Europe - Creates footprint in eight new countries
- Delivers an enhanced and complementary product
range - Improves development pipeline
- Revenue synergies expected to be achieved
- Cost synergies expected to be realised in 2008
- Increases pharmaceutical revenues and profits
- Directors anticipate acquisition to be earnings
enhancing
20Appendices
21Dechra 2007 Results
Year ended 30
June 2007 2006 Revenue 253.8m 232.5m 9 Op
erating profit 13.8m 12.3m 12 Pre-tax
profit 12.6m 11.0m 14 Earnings per
share 16.86p 14.71p 15 Full year
dividend 7.50p 6.24p 20 Dividend cover 2.2
times 2.3 times
22FinancialsPharmaceuticals Division
2007 2006 000 000 Revenue -
pharmaceuticals 16,599 13,565 22
- instruments 3,817 3,878 -2 -
contract manufacturing 6,232 5,809 7 --------
-------- 26,648 23,252 15 Operating
profit 6,081 4,868 25 Operating
margin 22.8 20.9
23FinancialsServices Division
2007 2006 000 000 Revenue - veterinary
wholesaling 229,840 211,759 9 -
laboratories 4,367 3,797 15 -------- -----
--- 234,207 215,556 9 Operating
profit 9,519 8,681 10 Operating
margin 4.1 4.0
24FinancialsDechra Balance Sheet
2007 2006 000 000 Balance Sheet Non-current
assets - intangibles 13,089 7,527
- property, plant and
equipment 5,739 5,595
- deferred tax assets - 445 -------- --------
18,828 13,567 Net working capital 13,264 11,7
74 Current tax liability (2,464) (2,505) Deferred
tax liabilities (147) - Net cash
1,027 1,079 -------- -------- Net
assets 30,508 23,915 -------- -------- Inventor
y days 42 37 Trade receivable days 40 41
25FinancialsDechra Cash Flow
- 2007 2006
- 000 000
- Cash Flow
- Inflow from operations 14,328 13,997
- of operating profit 103 114
- Capital expenditure
- - intangible assets 5,959 624
- property, plant and equipment 1,144 1,535
- -------- --------
- 7,103 2,159
- Depreciation and amortisation 1,121 1,022
- Major additions to intangible assets comprise
Pharmaderm (2.6 million), development costs
(1.7 million), Leeds Veterinary Laboratories
(0.8 million) and Equidone Gel (0.3 million)
26VetXX financials
Year ended 31 December 2007(YTD)
2006 2005 DKK Revenue 282m 331m 250m
EBITDA (adjusted) 41.8m 41.5m VetXX 2005
and 2006 actual results stated in Danish Krona
and presented under IFRS
Period to 30 September 2007 (unaudited) Effecti
ve nine month trading period
27VetXX Key products
- Canaural treatment for otitis externa and ear
mites in dogs and cats - Fuciderm treatment for surface pyoderma in dogs
- Fucithalmic a gel for the treatment of
conjunctivitis in dogs and cats - Malaseb a shampoo containing fungicidial and
bacterial treatment for dermatitis in dogs - Flexicam oral suspension, generic non-steroidal
anti-inflammatory drug for control of pain and
inflammation in dogs
28- Trade Marks
- Trade Marks appear throughout this document in
italics. Dechra and the Dechra D logo are
registered Trade Marks of Dechra Pharmaceuticals
PLC