3. TRANSACTION EXPERIENCE
• Merger & Acquisitions | Bus Dev & Licensing | Financing
• CFO (7 years) at JSS Medical Research, a clinical research organization,
carrying out clinical trials for top 25 pharmaceutical companies
• 6 years Head of IR/ PR –TSX,TSX-V, NASDAQ
• Headed a $400M Lifescience Investment Fund
• MBA McGill, Ph.D. Biophysics UdeM, Chemical engineer Strasbourg
• Board of Directors in various non-for-profit organizations
4. DEAL SHEET/ MERGER & ACQUISITIONS
• Asset purchase LatinAmerica - LatamClinical trials – 2013
• Share purchase India – Max Neeman Medical (10 M$ in revenue) - 2015
• Merger share purchase of Canadian competitor – Integrated Research – 2013
• Asset purchase Poland – Bonne Santé -2016
• Asset Purchase – Canadian assets –Venn Life Science – 2011
• Ongoing
• Share purchase of regionalUSA-basedCRO
• Partial share and asset purchase of CRO in Brazil and 3 LatinAmerican countries
5. DEAL SHEET/ Bus Dev & Licensing
• Secured $33.75M licensing deal for proprietary drug development program with Merck & CO
in the US, presenting business strategy to CEO and fore fronting action plan.
• Achieved additional $37.5M licencing agreement withTaiho Pharma, orchestrating
negotiations to successfully overcome cultural boundaries with Japanese team.
• Licensed Drug Delivery reformulation candidate to European Biotech for over $30M in
oncology with an option agreement for a second oncology product ($30M)
• In nutraceuticals and functional food, several regional distribution agreements such as Schiff
Nutrition,Weider etc and a world-wide development agreement with Bayer Healthcare to
license flagship product.
• Seeking innovation : Directed team to assess and identify new business investments in the
healthcare sector, previously out of scope. Evaluated existing $400M portfolio of 40 Canadian
and US investment funds for opportunities or exits.
• Feasibility and R&D agreements for drug delivery platform at ConjuChem and HDAC small
molecules at MethylGene in many therapeutic indications such as oncology, pain,
inflammation, neurodegenerative disease, diabetes.
6. DEAL SHEET/ FINANCING
• Bank Financing with BMO, BDC, IQ,YES Bank (India), Bancocolombia (Colombia)
• R&D tax credit financing with BMO and IQ, Export financing with EDC
• Equity financing : private (DesjardinsVenture Capital) and public, IPO (23 M$ MethylGene
and 21 M$ ConjuChem), Pipe, secondary offerings
• Build a US shareholder base for NeptuneTech on NASDAQ from 0% to double digit, tripled
share price from 200 M$ to 600 M$.
• Co-invested $100 million withCaisse de Dépôt, leading pension fund, in health care
opportunities.
8. GLOBAL EXPANSION RISKS
• Political risk
• Currency risk
• Regulatory risk
• Market risk
• Local banking & cash repatriation
• Others:
9. WORLDWIDEACQUISITIONS
• JSS MEDICALCANADAWIDENS ITS GLOBAL PRESENCE ACROSS
ASIA/PACIFIC REGION
• JSS acquires Max Neeman International, India’s leading contract research organization
with 6 regional offices
• JSS MEDICAL RESEARCH INC.AND INTEGRATED RESEARCH INC. IN
MONTRÉAL,QUÉBEC, CANADA COMPLETESTHE STRATEGIC MERGER OF
THETWOCOMPANIESTO BECOMETHE LARGEST CANADIAN OWNED CRO
• JSS MEDICAL RESEARCH IN MONTREAL, COMPLETES ACQUISITION OF
LATAM CLINICALTRIALS IN SOUTH & CENTRALAMERICA
10. WORLDWIDEACQUISITIONS
• JSS MEDICAL RESEARCH ESTABLISHES ITS PRESENCE IN EUROPE
• JSS Medical Research, an international contract research organization active in over 20
countries acquires Bonne Santé in Poland as catalyst for European expansion
• JSS Medical Research Inc. executes on its corporate growth strategy to
emerge as the leading clinical research organization in Canada. JSS
Medical Research Inc.Canada, teams up withVenn Life Science, Europe, to
combine areas of expertise and expand global market reach
11. PRIVATE EQUITY
• JSS MEDICAL RESEARCH INC.ANNOUNCES EQUITY INVESTMENT BY
CAPITAL CROISSANCE PME (CCPME)
• MONTREAL, CANADA, October 1st 2014 – JSS Medical Research Inc., a
Montreal based Contract Research Organization (CRO), conducting Phase I –
IV ClinicalTrials, Post Marketing Observational Studies as well as
Epidemiological and Health Economics Research for Pharmaceutical,
Biotechnology and Device companies,announced today that it concluded an
equity investment transaction with Capital Croissance PME (CCPME) in
support of its growth and expansion strategy. CCPME is a fund jointly set up
by the Caisse de dépôt et placement du Québec (“CDPQ”) and by Capital
régional et coopératif Desjardins (“CRCD”).
12. BusinessValuation
• In MBA school: a science
• In real life settings: an art
• Methods: EBITDA multiples, Comps, Price-to earnings, Discounted net cash
flows, NPVs etc
• Tangibles versus Intangibles
13. Tangibles
Indicators/Factors Details MAX points Targets
Purchase price 50
Revenues Last FY/available 2.5 5M
Accounting value (equity value) Last FY/available 2.5 1M
Average net profit 2 years 5 10% / rev
EBITDA average 2yrs 6X (2yrs) 7.5 1M
Fiscal losses (tax) 1 adv
Revenue by employee Last FY/available 2 aver 140K
Revenue by projects Last FY/available 2 >100K
Nb of studies Last FY/available 1 >50
Cash Flow ratio Last FY/available 2 MIN=1.25
% GM (without payroll) Last FY/available 1 70%
Net debt ratio Last FY/available 1.5 MAX=2.5
Management pay Last FY/available 1.5 reasonable
Integration costs 0.5 5% of rev
Proj. yearly profits, next 2 yrs 2 budget
SRED FUTURE 2 yes
Tax rate 0.5
Financial synergies 3.5 relative
Signed contracts 4 3yrs proj revenues
Unexecuted revenues 4 2yrs proj revenues
Unexecuted revenues, next FY 2 1 yr
Pipeline 2 3yrs proj revenues
14. Intangibles
Indicators/Factors MAX points
50
Business synergies 7.5 HR, Expertises, BizDev, phases, softwares and process
Reputation 5 Nb of years, articles, management resume
Management 5 Board, resumes, finance commitees, diversity
Key employees 7.5 Retention, expertise
Domicile 1 Integration
Geographical market 5 Addition of new market
Quality of customers 7.5 Top 20 pharma ?
Competitive advantage 2.5
Competitive presssures 4
Core business - complement 5 HR, Expertises, BizDev, phases, softwares and process
15. INTEGRATION
• HR management & employee management
• Local labor laws
• Cultural incompatibilities
• Language
• Others:
