1
A New CompanyFor a New Market                   2
Profarma | DisclaimerThis presentation does not constitute an offering, invitation or solicitation of any kind to subscrib...
Long-Term Growth                   4
Profarma | Long-Term Growth StrategyProfarma’s long-term growth strategy rests on three main pillars.                     ...
Profarma | A Strategy Based on A Broad Market Vision and Perfect Execution                                   Strategic Pos...
Profarma | Main EventsA proven history of success: a unique ability to enter new regions and segments and make successful ...
The Tamoio Acquisition                         8
Drogarias Tamoio | Overview                                                    Company Overview• Tamoio was established in...
Drogarias Tamoio | Rationale of the Transaction                    A retail platform with about 140 stores (85 Drogasmil ...
Drogasmil + Farmalife + Tamoio | Present in Different Geographical Areas                           Geographical Coverage -...
Drogasmil + Farmalife + Tamoio | Present in Different Geographical Areas                                              Geog...
Drogasmil + Farmalife + Tamoio | An Attractive Strategic Rationale•   The brands will be maintained in the current markets...
Drogarias Tamoio | Overview of the TransactionProfarma is going to acquire 50% of Tamoios total capital immediately by mea...
Drogarias Tamoio | Overview of the Transaction                                                     Contingency Cover      ...
The Mixed Model                  16
Profarma | Acquisitions of the Drogarias Tamoio, Drogasmil and Farmalife Drugstore Chains                                 ...
Profarma | A New Company                                                   Mixed Model                 Distribution       ...
Analyst Coverage                   19
Profarma | Analyst Coverage     Company          Analyst                  Phone number        Email address     Morgan Sta...
IR contacts                    Max Fischer | Chief Financial and IR Officer                            Beatriz Diez | IR M...
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Apresentação teleconferência Aquisição Tamoio

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Apresentação teleconferência Aquisição Tamoio

  1. 1. 1
  2. 2. A New CompanyFor a New Market 2
  3. 3. Profarma | DisclaimerThis presentation does not constitute an offering, invitation or solicitation of any kind to subscribe for or purchase shares or any other type of securities, nordoes this presentation or any information contained herein form the basis of any type of contract or commitment.This material should not be construed as investment advice to potential investors. This information is not intended to be complete and is presented as asummary. No trust should be built upon the basis of the accuracy of the information herein and no representation or guarantee, whether expressed orimplied, is made as to the accuracy of the information herein.This presentation contains forward-looking statements that may be based upon forecasts which, as such, are no guarantee of future performance.Investors are advised that these forecasts are and will be subject to countless risks, uncertainties and factors related to Profarma’s operations andbusiness environments, such as: competitive pressure, the performance of the Brazilian economy and of the pharmaceutical industry and changing marketconditions among other factors mentioned in the documents released by Profarma. These risks may cause the Company’s results to be materially differentfrom any future results expressed or implied by such forward-looking statements.Although Profarma believes the expectations and assumptions contained in the forward-looking statements and information to be reasonable and basedupon data presently available to its management, Profarma cannot guarantee future results or events. Profarma does not assume the obligation to updateany forward-looking statements and information.It is summary information not intended to be complete and should not be deemed investment advice by potential investors. This presentation is strictlyconfidential and may not be disclosed to any other persons. We make no statements and no guarantee as to the accuracy, suitability or completeness ofthe information posted herein, which should not be relied upon for investment decisions. 3
  4. 4. Long-Term Growth 4
  5. 5. Profarma | Long-Term Growth StrategyProfarma’s long-term growth strategy rests on three main pillars. Selected acquisitions New Segments Regional Expansion 5
  6. 6. Profarma | A Strategy Based on A Broad Market Vision and Perfect Execution Strategic Positioning Comments Business Segment Profarma has been consistently implementing the strategy of Distribution Hospitals Specialties Services Retail diversifying its pharmaceutical distribution business by breaking into new market segments such as: Scale  The hospital industry;  Special products (vaccines, dermatological products, Price higher value-added products, etc.);Attributes  Value-added services for manufacturers; Quality  Retailing. Profarma’s new business segments complement and Products Distinct strengthen the Company’s position in the industry:  Higher-margin segments; Initial Focus Synergy Approach New Focus  Synergies with the logistics segment; Selected portfolio  Synergies with the purchasing department. 6
  7. 7. Profarma | Main EventsA proven history of success: a unique ability to enter new regions and segments and make successful acquisitions. Timeline CAGR Market (97-00) = 12% CAGR Market (04-10) = 12% Market (9M11-9M12) = 17% Dimper’s Casa Saba K+F Hospitals (RS) Prodiet Brasil Minas Hospitals (SP) SP CE Gerais DF RJ GO Espírito IPO Arpmed Tamoio Santo Bahia PE Paraná Vaccines 1996 1998 1999 2001 2003 2004 2005 2006 2007 2009 2011 2012 2013 Organic Growth / New Regions New Segments / Products Selected Acquisitions 7
  8. 8. The Tamoio Acquisition 8
  9. 9. Drogarias Tamoio | Overview Company Overview• Tamoio was established in 1954 headquartered in Rio de Janeiro State;• It is a pharmaceutical retailer and has a large share of the health, beauty and skin care product markets;• It is one of the fastest-growing drugstore chains in the state featuring a Compounded Annual Growth rate (CAGR) of 19,8% between 2009 and 2012;• In 2012, Tamoio recorded gross revenues of R$312.3 million and EBITDA margin of 5.0%.• Currently, Tamoio’s chain is Composed of 57 stores in 18 cities and towns in Rio de Janeiro State. Gross Revenues 2012 Sales Mix # StoresR$ million Branded 312.3 31.3% 57 Health and 270.8 Beauty 51 224.8 Products 42 44.0% Generic 8.4% OTC 2010 2011 2012 16.3% 2010 2011 2012 9* Growth Same Store Sale
  10. 10. Drogarias Tamoio | Rationale of the Transaction  A retail platform with about 140 stores (85 Drogasmil / Farmalife stores + 57 Tamoio stores) was developed. It is one of the largest drugstore chains in Brazil and the 2nd largest in Rio de Janeiro; Diversification  Tamoio and Drogasmil / Farmalife are present in different parts of the state; and Scale  Creation of one of the top mixed pharmaceutical distribution and retail platforms in Latin America and the largest in Brazil.  The Company is in a unique position to significantly help the industry consolidate its position; Growth  Greater flexibility and capillarity allow Profarma to enter new markets in which it already operates (support from Profarma’s local team).  Support from manufacturers’ regional executives may create synergies in purchasing, marketing, logistics and back office; Synergies  Tax optimization in Rio de Janeiro State;  The retail operations will be integrated and managed more easily. 10
  11. 11. Drogasmil + Farmalife + Tamoio | Present in Different Geographical Areas Geographical Coverage - Rio de Janeiro State View 11
  12. 12. Drogasmil + Farmalife + Tamoio | Present in Different Geographical Areas Geographical Coverage Campos dos Goytacazes – 1 store Campos dos Goytacazes – 2 stores Nova Friburgo – 2 stores Petrópolis – 1 store Duque de Caxias – 1 store Magé / Piabetá / Fragoso – 3 stores São Gonçalo – 9 stores Três Rios – 1 store Rio de Janeiro – 73 stores Cachoeira de Macacu – 1 store Teresópolis – 1 store Valença – 1 store São Gonçalo – 3 stores São Pedro da Aldeia – 1 store Araruama – 1 store Itaboraí – 3 stores São Paulo – 3 stores Rio das Ostras – 2 stores Cabo Frio – 4 stores Macaé – 2 stores 12 Niterói – 4 stores Rio de Janeiro – 2 stores Bacaxá – 1 store Niterói – 16 stores São João de Meriti – 1 store Barra do Piraí – 1 store Itaperuna – 2 stores Maricá – 1 stores
  13. 13. Drogasmil + Farmalife + Tamoio | An Attractive Strategic Rationale• The brands will be maintained in the current markets.• Each company is going to continue doing what it does best. The main businesses are going to be expanded in the current markets, focusing on services, innovation and value creation.• The companies are going to support one another to speed up–synergies and expertise. Complementariness Efficiency Complementary Considerable Potential Business Segments for Synergies Relationships Growth New Business A Platform for Opportunities Future Growth 13
  14. 14. Drogarias Tamoio | Overview of the TransactionProfarma is going to acquire 50% of Tamoios total capital immediately by means of a primary subscription ofR$62.3 million and a secondary subscription of R$43.1 million, corresponding to a multiple EV/EBITDA (2012E) of7.5x. The remaining 50% of the capital will be acquired for a multiple EV/EBITDA of 7.5x based on the 12-monthperiod prior to the acquisition. Tamoio’s current shareholders will be fully liable for any contingencies connectedwith events occurring prior to the execution date of the acquisition contract. Payment Schedule Primary Offer: • 40% paid on Execution Date • 15% paid on April 30, 2013 or on the Execution Date, whichever is later ; • 15% paid on July 31, 2013 or on the Execution Date, whichever is later; • 15% paid on October 31, 2013 or on the Execution Date, whichever is later; • 15% paid on January 31, 2014 or on the Execution Date, whichever is later. Secondary Offer: • 100% paid on Execution Date 14
  15. 15. Drogarias Tamoio | Overview of the Transaction Contingency Cover Contingency Cover1 – Reimbursement:• The Current Shareholders will have to reimburse Profarma for any contingencies related to taxable events occurringprior to the Execution Date within the limits established below:(i) The Current Shareholders will bear all contingency costs until the combined amount reaches a total of R$3.0 million;(ii) Tamoio will bear all contingency costs exceeding R$3.0 million up to a total of R$20.0 million;(iii) The Current Shareholders will bear all contingency costs exceeding R$20.0 million.2 – Right of Defense, Guarantees and Costs:• The Current Shareholders will have the right to defend themselves or make Tamoio defend itself in all administrativeand/or legal proceedings;• The Current Shareholders will bear all the defense and guarantee-related costs;• If Tamoio exercises its right of defense, the Current Shareholders will reimburse it for the defense costs after thedecision becomes final and unappeasable. Contingency Cover Description of Guarantees1 – Interest Adjustment via Subscription Bonus:• At the Execution Date, a subscription bonus will be issued in favor of Profarma, entitling it to issue new Tamoio sharesshould the Current Shareholders fail to reimburse Profarma for past contingencies;• Accordingly, Profarma will be reimbursed by adjusting its interest in Drogarias Tamoio;• The subscription price of new Tamoio shares will be based on a multiple of 7.5x the EBITDA of the 12-month period 15immediately prior to the subscription to the exercise of the Subscription Bonus.
  16. 16. The Mixed Model 16
  17. 17. Profarma | Acquisitions of the Drogarias Tamoio, Drogasmil and Farmalife Drugstore Chains Profarma: a New Company The Tamoio acquisition marks Profarma’s entry into the retail market, In line with the Companys strategy of diversifying and expanding its business, always with a view to leveraging synergies among the fields in which its operates and making its business more profitable. Without shifting away from it core business, Profarma is breaking into a still fragmented, but more profitable market with a greater growth potential. Profarma is adapting to the modern world and the new dynamics of the global pharmaceutical distribution market, as well as capturing value throughout its distribution chain. Carefully-planned execution 17
  18. 18. Profarma | A New Company Mixed Model Distribution Retail A Solid Regional Expansion and A Fragmented Market: a Diversification of Channels and Products  Brazil’s 3rd largest distributor, with 12  Creation of a 140-store chain in distribution centers and present in the different parts of Rio de Janeiro whole country; + State;  The Company also has two platforms  Position within the industry: one of (Prodiet and Arpmed) focusing on the Brazils top ten pharmaceutical hospital industry, the government and retailers. the specialties market. A New Company with higher margins and better opportunities for growth. 18
  19. 19. Analyst Coverage 19
  20. 20. Profarma | Analyst Coverage Company Analyst Phone number Email address Morgan Stanley Fernando Amaral (55 11) 3048-6088 fernando.amaral@morganstanley.com Merrill Lynch Mauricio Fernandes (55 11) 2188-4236 mauricio.fernandes@baml.com Credit Suisse Marcel Moraes (55 11) 3841-6302 marcel.moraes@credit-suisse.com Itaú BBA Juliana Rozenbaum (55 11) 3073-3040 juliana.rozenbaum@itausecurities.com Banco Fator Pedro Zabeu (55 11) 3049-9478 pzabeu@bancofator.com.br BTG Pactual João Carlos dos Santos (55 11) 3383-2384 joaocarlos.santos@btgpactual.com Votorantim Andre Parize (55 11) 5171-5870 andre.parize@votorantimcorretora.com.br 20
  21. 21. IR contacts Max Fischer | Chief Financial and IR Officer Beatriz Diez | IR Manager 21Phone number: 55 (21) 4009-0276 | E-mail: ri@profarma.com.br | www.profarma.com.br/ri

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