1
Disclaimer

This presentation does not constitute an offering, invitation or solicitation of any kind to subscribe for or purchase shares or any other type of securities, nor does
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 a summary.
No trust should be built upon the basis of the accuracy of the information herein and no representation or guarantee, whether expressed or implied, 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 and business environments, such
as: competitive pressure, the performance of the Brazilian economy and of the pharmaceutical industry and changing market conditions among other factors in the
documents released by Profarma. These risks may cause the Company‟s results to be materially different from 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 based upon data
presently available to its management, the Company cannot guarantee future results or events. Profarma does not assume the obligation to update any 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 strictly confidential
and may not be disclosed to any other person. We make no statements and no guarantee as to the accuracy, suitability or completeness of the information posted
herein, which should not be relied upon for investment decisions.




                                                                                                                                                                          2   2
3Q11 Earnings Release
       October, 25th, 2011




                             3
Highlights in the Period


•   This year, Profarma celebrates its 50th anniversary and the 5th anniversary of its IPO. Based on its results-oriented culture and
    practical initiatives designed day by day, the Company seeks to continue consolidating its prominent position in the distribution
    segment in Brazil;

•   Profarma has acquired 60% of Prodiet Farmacêutica’s total capital by means of a primary offer of R$ 8.0 million and a secondary offer
    of R$ 18.0 million, totaling R$ 26.0 million. The remaining 40%, will be acquired in the future;

•   Net income rose by 80.3% year-over-year and stood at R$ 8.5 million, with a 1.2% net margin;

•   Growth of 6.5% in consolidated gross revenues, when compared to the 2Q11, totaling R$ 830.3 million;

•   It is worth highlighting the health and beauty category, whose sales increased for the seventh consecutive quarter. There was a steep
    year-over-year increase of 63.1%;

•   There was 4.1-day fall in the cash cycle, which caused a drop in working capital of about R$ 52.5 million;

•   The positive operating cash flow amounted to R$ 45.0 million in 3Q11, or 6.4% of net operating revenues;

•   Operating expenses fell by 0.6 percentage point quarter-over-quarter and totaled 6.9% of net operating revenues, the lowest over the
    last two years;

•   Sales through electronic orders hit a record high and accounted for 72.0% of total sales in 3Q11.




                                                                                                                                        4   4
Gross Revenues Evolution                                Gross Revenues Breakdown
In R$ MM                                              In R$ MM




                                              830.3
           809.8                                                                 3Q11    3Q10    Chg. %   2Q11    Chg. %
                            779.4
                                                       Branded                   545.9   537.8    1.5     512.2     6.6

                                                       Generics                   59.2    56.2    5.3      45.7    29.5

                                                       OTC                       134.7   153.7   -12.3    141.3    -4.7

                                                       Health and Beauty          63.0    38.6   63.1      53.9    17.0

                                                       Hospitals + Vaccines       27.6    23.5   17.2      26.3     5.1


                                                       Total                     830.3   809.8    2.5     779.4     6.5
           3Q10             2Q11              3Q11




                                                                                                                           5   5
Market Share Evolution (%)*                 Gross Profit and Revenues from Services to Suppliers
                                                               (R$ million and as % Net Revenues)




            10.2                                                                                              10.7%
                                                                              10.2%                                                 10.0%
                                     9.0                9.0




                                                                               26.8                            27.4                  27.5




                                                                               43.3                            42.9                  43.1




            3Q10                     2Q11               3Q11                   3Q10                            2Q11                  3Q11
*Excluding the similar‟s effect                                    Gross Profit             Revenues from Services to Suppliers   Gross Profit Margin (%)




                                                                                                                                                            6   6
Operating Expenses - SGA                                               Ebitda and Ebitda Margin
(R$ million and as % Net Revenues)                                     (R$ million and as % Net Revenues)


                                               7.5%
                  7.1%                                          6.9%                    3.1%                          3.2%
                                                                                                                                       2.7%

                 48.6                          49.5
                                                                48.5                   21.5
                                                                                                                     20.7
                                                                                                                                       19.2




                3Q10                          2Q11              3Q11                   3Q10                          2Q11              3Q11




                                                                                                                                              7   7
Net Financial Expenses                                               Net Profit
(R$ million and as % Net Revenues)                                   (R$ million and as % Net Revenues)



                                             1.3%                                                           1.4%
                                                                                                                       1.2%
                 0.8%                                         1.0%
                                                                                    0.7%

                                              8.8
                                                                                                             9.5
                                                                                                                       8.5
                                                              6.8

                  5.4

                                                                                      4.7




                3Q10                         2Q11             3Q11                  3Q10                    2Q11       3Q11




                                                                                                                              8   8
Cash Flow                                                                   Cycle IFRS Basis


(R$ Million)                                                3Q11     3Q10 Chg. %       2Q11 Chg. %                                        3Q10      2Q11    3Q11

Cash Flow Generated / (Used) in Operating Activities        45.0     62.1     -27.6%   50.0     -10.1%    Accounts Receivable (1)          43.3      39.4   39.9
 Internal Cash Generation                                   18.5      9.5     94.9%    19.8     -6.8%
                                                                                                          Inventories (2)                  43.9      53.1   46.1
 Operating Assets Variation                                 26.5     52.7     -49.7%   30.2     -12.3%

     Trade Accounts Receivable                              (29.5)   (50.8) 41.9%      37.3       -       Accounts Payable (3)             38.4      32.0   29.7

     Inventories                                            24.1     (10.2)     -      46.3     -48.0%
                                                                                                          Cash Cycle (Days) *              48.8      60.4   56.3
     Suppliers                                              (4.0)    120.7      -      (48.7)   91.8%

     Other Items                                            36.0     (7.1)      -      (4.6) -881.7%
                                                                                                         * Average
Cash Flow (Used) in Investing Activities                    (2.5)    (1.5)    -66.1%   (1.8)    -37.3%
                                                                                                         (1)   Average of Gross Revenues in the Quarter
Cash Flow Generated / (Used) by Financing Activities        (30.3)   (43.8) 30.8%      (51.0)   40.6%    (2)   Average of COGS in the Quarter
                                                                                                         (3)   Average of COGS in the Quarter
Net Increase / (Decrease) in Cash                           12.2     16.9     -27.5%   (2.8)      -




                                                                                                                                                            9      9
Indebtedness: Net Debt and Net Debt / Ebitda*                                        Capex

(R$ million)                                                   (R$ million and as % Net Revenues)




                                     2.2x
                                                       1.7x                                          0.3%   0.4%
                                                                                0.2%
               0.8x

                                     157.1                                                                  2.5


                                                      119.8                                          1.9

                                                                                1.5
               75.1




               3Q10                  2Q11             3Q11                     3Q10                 2Q11    3Q11

   * Ebitda = Accumulated last 12 months




                                                                                                                   10 10
Service Level                        Logistics E.P.M.
        (Units served/ Units requested)             (Errors per Million)




90.4%                                                       337.0
                                     89.8%
                 88.6%


                                                                           157.0

                                             93.0




3Q10              2Q11                3Q11   3Q10           2Q11           3Q11




                                                                                   11 11
Profarma Corporate Overview




                              12
Company Overview                                                                                            Financial Highlights
o      Since 1961, Profarma has been distributing pharmaceutical, personal hygiene                  In R$ millions                                             2007               2008          2009       2010
       and cosmetic products to drugstores and hospitals in Brazil;                                 Gross Revenue                                           2,596.4           2,940.4          3,041.6   3,132.8
                                                                                                    Net Revenue                                             2,268.9           2,535.5          2,578.3   2,626.1
o      The only publicly-held company in this sector;                                               Gross Profit +                                             249.7              270.2         301.5      281.4
                                                                                                    Revenue from Services to Suppliers
o      Profarma is one of the leading distributors in Brazil;                                         % Net Revenue                                           11.0%            10.7%            11.7%     10.7%

o      It distributes its products in states that account for approximately 93.5% of the            EBITDA                                                      80.1               78.7         110.7        79.9
       pharmaceutical product consumer market in Brazil (June 2010), and holds 12                     % EBITDA Margin                                          3.5%               3.1%          4.3%        3.0%
       Distribution Centers: RJ, MG, ES, SP (capital and upstate), PR, BA, PE, CE, RS,              Net Income                                                  47.0               31.6           53.2       34.4
       GO and DF;                                                                                     % Net Margin                                             2.1%               1.2%           2.1%       1.3%
                                                                                                    Net Debt                                                   124.0              149.4         118.1      108.7
o      About 18.0 million units per month are sold to 31,000 points of sale, in a total of          Net Debt / EBITDA                                            1.5                1.9           1.1        1.4
       60,000 points of sale in Brazil;
                                                                                                    Shareholders‟ Equity                                       443.4              467.4          485.4     518.9
o      Compound Annual Growth Rate of 14% (CAGR 2004-2010), whereas the                             Total Assets                                               924.2              922.1        1,070.6   1,011.9
       market recorded a 12% CAGR for the same period.                                              Cash Cycle (days)                                           66.0                 52.7        48.8           49.0



                                 Operational Highlights                                                                                                 Timeline

                                                                                                                                                                                                Acquisition
          Operational Metrics                                                                                                                                                                   of Dimper GO
                                                                                                                                                                                                 DC (RS)
                                                                                                                       Acquisition
Orders per day                  17,000                                                                                   of K+F                               Hospitals
                                                                                                   Minas                                        Hospitals      in SP
                                                                                                   Gerais              São Paulo          DF     in RJ                                           CE              Acquisition
Service Level                   90.1%                                                                       Espírito                                                                     IPO                     of Prodiet
                                                                                                             Santo                                          Bahia                               PE
Items Offered                    8,500                                                                                               Paraná                               Vaccines

Customers                       29,500
Distribution Centers               12
Geographical Coverage             94%
Representatives                   270
Employees                        2,300                                                             1996      1998        1999          2001      2003         2004         2005        2006      2007    2009       2011
                                                                    Distributor Center / Service

                                                                    Service
                                                                                                                                                                                                                        13 13
Overview of Profarma New Business Division                                                           Geographical Coverage

o   Since 2003, Profarma‟s operations have focused on the hospital segment and, as of 2005, also on the
    vaccination segment. Currently, it also operates in the medical procedures segment, which led us to create
    the New Business Division;

o   Supplementing the pharmaceutical business, the New Business Division currently accounts for 5% of the
    Company's business;

o   In the hospital segment, the business mainly focuses on the distribution of supplies to the markets located in
    the states of São Paulo, Rio de Janeiro, Minas Gerais and Bahia. As for the vaccination segment, supplies
    are distributed countrywide;

o   Profarma operates with some major laboratories in Brazil, such as Sanofi Aventis, Johnson & Johnson,
    BMS, MSD, Pfizer, Novartis, Roche, Bayer, GSK, Ache, Boehringer, Cristália, União Química, Biosintética,                                             Distributor Center / Service
    among others;                                                                                                                                        of Hospital Segment

                                                                                                                                                         Service of Hospital Segment
o   Profarma holds exclusive units for the hospital segment, through which its support via call center, sales
    representatives and logistics is provided by specialized professionals;                                                                   (*) Distribution and Service Business of
                                                                                                                                              Vaccination Segment is countrywide

o   The Company is accredited by all major hospitals in Brazil and by the relevant certificating bodies. It is
    through the accreditation letters provided by the laboratories that Profarma corroborates the reliability,                 Operational Highlights
    quality and origin of the medications that it markets, thus ensuring the traceability required by major
    hospitals in Brazil.                                                                                                              Operational Metrics

o   Quick quotation structure, which ensures quick responses to requests for quotations. This allows us to save      Orders per day                                         300
    time when negotiating;
                                                                                                                     Items Offered                                        2,000
o   It boasts state-of-the-art equipment to store medications, complying with all “cold chain” management            Customers                                            1,500
    standards set up by WHO and Brazilian FDA (Anvisa);
                                                                                                                     Distribution Centers                                       1
o   Delivery logistics with control of tracking lot, temperature and service, which ensures safety of goods from
                                                                                                                     Representatives                                          15
    DC shipment to their destination.
                                                                                                                     Employees                                                55




                                                                                                                                                                                         14 14
Brazilian Market
Pharmaceutical x Hospital




                            15
Brazilian Market – Pharmaceutical x Hospital

The Brazilian pharmaceutical market increased by 14.0% in 2010, totaling R$ 36 billion, maintaining the strong upward trend from previous years.
Over the past seven years, this market CAGR reached 14.0%. In comparison to the R$ 36 billion Pharma market, the Hospital market (Public +
Private) amounted to R$18 billion in 2010.

                                                  Brazilian Pharmaceutical Market                                                                  Hospital Market

 In R$ billions                                                                                                              In R$ billions
                                                                                                                  46.0
                                                                                                          42.4
                                                                                                  39.1                                                                           20.0
                                                                                           36.0
                                                                                                                                                                   18.0
                                                                                    30.0                                                             16.0
                                                                             26.1
                                                             23.2
                                                20.9                                                                                    10.0
                                   18.3
                     16.6
         14.4




        2003         2004         2005         2006         2007             2008   2009   2010   2011*   2012*   2013*                2008          2009*         2010         2011**
                                                                                                                               (*) The big difference from 2009 to 2008 is due to an increase in the
(*) Numbers were projected by IMS in Dec/07, prior to Abradilan inclusion.                                                     measured base.
                                                                                                                               (**) Growth projected by IMS between 10% and 13%.


IMPORTANT: all market figures mentioned herein are at factory price, but there is a structural difference between Pharmaceutical and Hospital markets as far as discounts practiced
are concerned. While IMS indicates about 15% discount in the Pharmaceutical market, the Hospital market accounts for 50%, which leads it to R$ 9 billion in 2010.

Source: IMS

                                                                                                                                                                                                16 16
Prodiet Farmacêutica Corporate Overview




                                          17
Prodiet Farmacêutica Overview                                             Geographical Coverage

o   Prodiet Farmacêutica was incorporated in 1990;
o   The Company operates in the product distribution to the hospital segment;
o   The Company is headquartered in the city of Curitiba, state of Paraná and holds five
    distribution centers in the states of São Paulo, Distrito Federal, Pernambuco, Porto Alegre,
    besides Curitiba;
o   It operates in the states of Paraná, Santa Catarina and Rio Grande do Sul, with a portfolio of
    more than 3,500 customers including hospitals, clinics and municipal governments. In the
    public sector, its business extends throughout the national territory – therefore the Company
    has a Bid Center, which solely serves this segment;
o   In 2010, Prodiet Farmacêutica recorded revenues in the amount of R$ 200 million, distributed
    between the public and private sectors. Gross revenue compound annual growth rate for the
    2007-2010 period was 37% p.a.;
o   The Ebitda margin in 2010 was 4.6%;
o   Acquisition of 60% of the Company for the amount of R$ 26.0 million, being R$ 8.0 million
    through a primary offer and R$ 18.0 million through a secondary offer;
                                                                                                                      Distributor Center
o   The EV/Ebitda multiple related to the acquisition of the initial 60% was 4.6x (2011E), which
                                                                                                                      Service units to hospitals,
    represents a 29.2% discount in relation to Profarma „s multiple;                                                  clinics and city halls
o   Equity holders' non-competitiveness commitment for a 5-year period after their departure form                     Service units to public sector
                                                                                                                      (procurement)
    the Company, as entailed by contract.




                                                                                                                                                       18 18
Strategic Advantages




                       19
Profarma + Prodiet Farmacêutica Combined
o   Supplementary geographical coverage: Profarma is present in the states of Rio de Janeiro, São Paulo, Bahia and Minas Gerais, whereas Prodiet Farmacêutica
    concentrates its business in the states of Paraná, Rio Grande do Sul and Santa Catarina. Thus, it supplements the Company's business;

o   Product Mix: Profarma currently does not operate with some hospital product lines, and Prodiet Farmacêutica does not operate with some pharmaceutical product lines.
    Thus, there will be synergy gain in both Companies;

o   Expertise: at present, Profarma does not operate with the public sector, whereas Prodiet Farmacêutica does. As a result from this acquisition, we will enter the public
    market.


                 Strategic Advantages                                                             Geographical Coverage - Countrywide
                                                                                    Profarma

                        Among Major                                                                                                    Profarma + Prodiet Farmacêutica
                        Companies in
                        this sector in
                            Brazil
    Supplementary                          Supplementary in
     product line                          the Business Area

                                                                                                    Distributor Center / Service of
                              +                                                                     Hospital Segment
                                            New Business                                            Service of Hospital Segment
    Synergy in                              will represent
    operation                              more than 10% of                   Prodiet Farmacêutica
                         Significant        the Company
                      improvements in
                        Market Share


                                                                                                                                                               Distributor Center / Service

                                                                                                                                                               Service of Hospital / Vaccination
                                                                                                                                                               Segment

                                                                                                   Distributor Center

                                                                                                   Service units to hospitals,
                                                                                                   clinics and city halls
                                                                                                   Service units to public sector
                                                                                                   (procurement)                                                                     20 20
Acquisition Model




                    21
Acquisition Model

Profarma will immediately acquire 60% of the total capital stock of Prodiet Farmacêutica through a primary capital subscription in the amount of R$
8.0 million and a secondary subscription in the amount of R$ 18.0 million, representing an EV/EBITDA (2011E) multiple of 4.6x, along with the
payment of an additional earn-out, whose calculation is based on the difference between the unlevered free cash flow projected versus the actual
figure. The remaining 40%, when acquired, will be valued at an EV/EBITDA multiple of 4.3x based on the 12-month period prior to the acquisition
date. The current shareholders of Prodiet shall be fully responsible for occasional existing contingencies or those falling due on a date prior to the
date of execution of the acquisition agreement.

                                                                        Payment Flow

Primary Offer:
• 40% paid on the execution date;
• 30% paid after 1 year from the execution date;
• 30% paid after 2 years from the execution date;


Secondary Offer:
• 50% paid on the execution date;
• 50% paid in 12 monthly installments from the execution date.


Earn-out:

• Payment of additional secondary offer, over the first five years, of the difference between the projected x actual unleveraged free cash flow, adjusted to present
value.




                                                                                                                                                                   22 22
Contingency Cover and Description of Guarantees


Contingency Cover:

• Current Prodiet Farmacêutica Shareholders are liable for 100% of contingencies arising from triggering events prior to the the execution date.


Description of Guarantees:

1 – Interest Adjustment via Subscription Bonus:

• Beginning on the execution date, a renewable subscription bonus will be issued for Profarma, entitling it to issuing new Prodiet Farmacêutica shares in case of
default by Current Shareholders in indemnifying past contingencies. Accordingly, Profarma will be indemnified by adjusting its interest in Prodiet Farmacêutica;

• The subscription price of new Prodiet Farmacêutica shares will consider an assessment based on the 4.3x multiple EBITDA LTM for each Subscription Bonus
exercised.

2 – Retained Payments:

• Upon subscription of the remaining 40%, Profarma will retain payments should there be remaining lawsuits, administrative proceedings or arbitration disputes
pending judgment, or any other fact that may result in a possible contingency.




                                                                                                                                                                    23 23
Analyst Coverage




                   24
Analyst Coverage

Company          Analyst                                Telephone           E-mail

                 Javier Martinez de Olcoz Cerdan        (1 212) 761-4542    javier.martinez.olcoz@morganstanley.com
Morgan Stanley
                 Clarissa Berman                        (55 11) 3048-6214   clarissa.berman@morganstanley.com


Merrill Lynch    Alexandre Pizano                       (55 11) 2188-4024   alexandre.pizano@baml.com


Credit Suisse    Marcel Moraes                          (55 11) 3841-6302   marcel.moraes@credit-suisse.com


                 Juliana Rozenbaum                      (55 11) 3073-3035   juliana.rozenbaum@itausecurities.com
Itaú BBA
                 Marcio Osako                           (55 11) 3073-3040   marcio.osako@itausecurities.com


Banco Fator      Iago Whately                           (55 11) 3049-9480   iwhately@bancofator.com.br


Raymond James    Guilherme Assis                        (55 11) 3513-8706   guilherme.assis@raymondjames.com


BTG Pactual      João Carlos dos Santos                 (55 11) 3383-2384   joaocarlos.santos@btgpactual.com




                                                                                                                      25 25
26

Profarma apresentação 3 q11 final

  • 1.
  • 2.
    Disclaimer This presentation doesnot constitute an offering, invitation or solicitation of any kind to subscribe for or purchase shares or any other type of securities, nor does 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 a summary. No trust should be built upon the basis of the accuracy of the information herein and no representation or guarantee, whether expressed or implied, 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 and business environments, such as: competitive pressure, the performance of the Brazilian economy and of the pharmaceutical industry and changing market conditions among other factors in the documents released by Profarma. These risks may cause the Company‟s results to be materially different from 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 based upon data presently available to its management, the Company cannot guarantee future results or events. Profarma does not assume the obligation to update any 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 strictly confidential and may not be disclosed to any other person. We make no statements and no guarantee as to the accuracy, suitability or completeness of the information posted herein, which should not be relied upon for investment decisions. 2 2
  • 3.
    3Q11 Earnings Release October, 25th, 2011 3
  • 4.
    Highlights in thePeriod • This year, Profarma celebrates its 50th anniversary and the 5th anniversary of its IPO. Based on its results-oriented culture and practical initiatives designed day by day, the Company seeks to continue consolidating its prominent position in the distribution segment in Brazil; • Profarma has acquired 60% of Prodiet Farmacêutica’s total capital by means of a primary offer of R$ 8.0 million and a secondary offer of R$ 18.0 million, totaling R$ 26.0 million. The remaining 40%, will be acquired in the future; • Net income rose by 80.3% year-over-year and stood at R$ 8.5 million, with a 1.2% net margin; • Growth of 6.5% in consolidated gross revenues, when compared to the 2Q11, totaling R$ 830.3 million; • It is worth highlighting the health and beauty category, whose sales increased for the seventh consecutive quarter. There was a steep year-over-year increase of 63.1%; • There was 4.1-day fall in the cash cycle, which caused a drop in working capital of about R$ 52.5 million; • The positive operating cash flow amounted to R$ 45.0 million in 3Q11, or 6.4% of net operating revenues; • Operating expenses fell by 0.6 percentage point quarter-over-quarter and totaled 6.9% of net operating revenues, the lowest over the last two years; • Sales through electronic orders hit a record high and accounted for 72.0% of total sales in 3Q11. 4 4
  • 5.
    Gross Revenues Evolution Gross Revenues Breakdown In R$ MM In R$ MM 830.3 809.8 3Q11 3Q10 Chg. % 2Q11 Chg. % 779.4 Branded 545.9 537.8 1.5 512.2 6.6 Generics 59.2 56.2 5.3 45.7 29.5 OTC 134.7 153.7 -12.3 141.3 -4.7 Health and Beauty 63.0 38.6 63.1 53.9 17.0 Hospitals + Vaccines 27.6 23.5 17.2 26.3 5.1 Total 830.3 809.8 2.5 779.4 6.5 3Q10 2Q11 3Q11 5 5
  • 6.
    Market Share Evolution(%)* Gross Profit and Revenues from Services to Suppliers (R$ million and as % Net Revenues) 10.2 10.7% 10.2% 10.0% 9.0 9.0 26.8 27.4 27.5 43.3 42.9 43.1 3Q10 2Q11 3Q11 3Q10 2Q11 3Q11 *Excluding the similar‟s effect Gross Profit Revenues from Services to Suppliers Gross Profit Margin (%) 6 6
  • 7.
    Operating Expenses -SGA Ebitda and Ebitda Margin (R$ million and as % Net Revenues) (R$ million and as % Net Revenues) 7.5% 7.1% 6.9% 3.1% 3.2% 2.7% 48.6 49.5 48.5 21.5 20.7 19.2 3Q10 2Q11 3Q11 3Q10 2Q11 3Q11 7 7
  • 8.
    Net Financial Expenses Net Profit (R$ million and as % Net Revenues) (R$ million and as % Net Revenues) 1.3% 1.4% 1.2% 0.8% 1.0% 0.7% 8.8 9.5 8.5 6.8 5.4 4.7 3Q10 2Q11 3Q11 3Q10 2Q11 3Q11 8 8
  • 9.
    Cash Flow Cycle IFRS Basis (R$ Million) 3Q11 3Q10 Chg. % 2Q11 Chg. % 3Q10 2Q11 3Q11 Cash Flow Generated / (Used) in Operating Activities 45.0 62.1 -27.6% 50.0 -10.1% Accounts Receivable (1) 43.3 39.4 39.9 Internal Cash Generation 18.5 9.5 94.9% 19.8 -6.8% Inventories (2) 43.9 53.1 46.1 Operating Assets Variation 26.5 52.7 -49.7% 30.2 -12.3% Trade Accounts Receivable (29.5) (50.8) 41.9% 37.3 - Accounts Payable (3) 38.4 32.0 29.7 Inventories 24.1 (10.2) - 46.3 -48.0% Cash Cycle (Days) * 48.8 60.4 56.3 Suppliers (4.0) 120.7 - (48.7) 91.8% Other Items 36.0 (7.1) - (4.6) -881.7% * Average Cash Flow (Used) in Investing Activities (2.5) (1.5) -66.1% (1.8) -37.3% (1) Average of Gross Revenues in the Quarter Cash Flow Generated / (Used) by Financing Activities (30.3) (43.8) 30.8% (51.0) 40.6% (2) Average of COGS in the Quarter (3) Average of COGS in the Quarter Net Increase / (Decrease) in Cash 12.2 16.9 -27.5% (2.8) - 9 9
  • 10.
    Indebtedness: Net Debtand Net Debt / Ebitda* Capex (R$ million) (R$ million and as % Net Revenues) 2.2x 1.7x 0.3% 0.4% 0.2% 0.8x 157.1 2.5 119.8 1.9 1.5 75.1 3Q10 2Q11 3Q11 3Q10 2Q11 3Q11 * Ebitda = Accumulated last 12 months 10 10
  • 11.
    Service Level Logistics E.P.M. (Units served/ Units requested) (Errors per Million) 90.4% 337.0 89.8% 88.6% 157.0 93.0 3Q10 2Q11 3Q11 3Q10 2Q11 3Q11 11 11
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    Company Overview Financial Highlights o Since 1961, Profarma has been distributing pharmaceutical, personal hygiene In R$ millions 2007 2008 2009 2010 and cosmetic products to drugstores and hospitals in Brazil; Gross Revenue 2,596.4 2,940.4 3,041.6 3,132.8 Net Revenue 2,268.9 2,535.5 2,578.3 2,626.1 o The only publicly-held company in this sector; Gross Profit + 249.7 270.2 301.5 281.4 Revenue from Services to Suppliers o Profarma is one of the leading distributors in Brazil; % Net Revenue 11.0% 10.7% 11.7% 10.7% o It distributes its products in states that account for approximately 93.5% of the EBITDA 80.1 78.7 110.7 79.9 pharmaceutical product consumer market in Brazil (June 2010), and holds 12 % EBITDA Margin 3.5% 3.1% 4.3% 3.0% Distribution Centers: RJ, MG, ES, SP (capital and upstate), PR, BA, PE, CE, RS, Net Income 47.0 31.6 53.2 34.4 GO and DF; % Net Margin 2.1% 1.2% 2.1% 1.3% Net Debt 124.0 149.4 118.1 108.7 o About 18.0 million units per month are sold to 31,000 points of sale, in a total of Net Debt / EBITDA 1.5 1.9 1.1 1.4 60,000 points of sale in Brazil; Shareholders‟ Equity 443.4 467.4 485.4 518.9 o Compound Annual Growth Rate of 14% (CAGR 2004-2010), whereas the Total Assets 924.2 922.1 1,070.6 1,011.9 market recorded a 12% CAGR for the same period. Cash Cycle (days) 66.0 52.7 48.8 49.0 Operational Highlights Timeline Acquisition Operational Metrics of Dimper GO DC (RS) Acquisition Orders per day 17,000 of K+F Hospitals Minas Hospitals in SP Gerais São Paulo DF in RJ CE Acquisition Service Level 90.1% Espírito IPO of Prodiet Santo Bahia PE Items Offered 8,500 Paraná Vaccines Customers 29,500 Distribution Centers 12 Geographical Coverage 94% Representatives 270 Employees 2,300 1996 1998 1999 2001 2003 2004 2005 2006 2007 2009 2011 Distributor Center / Service Service 13 13
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    Overview of ProfarmaNew Business Division Geographical Coverage o Since 2003, Profarma‟s operations have focused on the hospital segment and, as of 2005, also on the vaccination segment. Currently, it also operates in the medical procedures segment, which led us to create the New Business Division; o Supplementing the pharmaceutical business, the New Business Division currently accounts for 5% of the Company's business; o In the hospital segment, the business mainly focuses on the distribution of supplies to the markets located in the states of São Paulo, Rio de Janeiro, Minas Gerais and Bahia. As for the vaccination segment, supplies are distributed countrywide; o Profarma operates with some major laboratories in Brazil, such as Sanofi Aventis, Johnson & Johnson, BMS, MSD, Pfizer, Novartis, Roche, Bayer, GSK, Ache, Boehringer, Cristália, União Química, Biosintética, Distributor Center / Service among others; of Hospital Segment Service of Hospital Segment o Profarma holds exclusive units for the hospital segment, through which its support via call center, sales representatives and logistics is provided by specialized professionals; (*) Distribution and Service Business of Vaccination Segment is countrywide o The Company is accredited by all major hospitals in Brazil and by the relevant certificating bodies. It is through the accreditation letters provided by the laboratories that Profarma corroborates the reliability, Operational Highlights quality and origin of the medications that it markets, thus ensuring the traceability required by major hospitals in Brazil. Operational Metrics o Quick quotation structure, which ensures quick responses to requests for quotations. This allows us to save Orders per day 300 time when negotiating; Items Offered 2,000 o It boasts state-of-the-art equipment to store medications, complying with all “cold chain” management Customers 1,500 standards set up by WHO and Brazilian FDA (Anvisa); Distribution Centers 1 o Delivery logistics with control of tracking lot, temperature and service, which ensures safety of goods from Representatives 15 DC shipment to their destination. Employees 55 14 14
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    Brazilian Market –Pharmaceutical x Hospital The Brazilian pharmaceutical market increased by 14.0% in 2010, totaling R$ 36 billion, maintaining the strong upward trend from previous years. Over the past seven years, this market CAGR reached 14.0%. In comparison to the R$ 36 billion Pharma market, the Hospital market (Public + Private) amounted to R$18 billion in 2010. Brazilian Pharmaceutical Market Hospital Market In R$ billions In R$ billions 46.0 42.4 39.1 20.0 36.0 18.0 30.0 16.0 26.1 23.2 20.9 10.0 18.3 16.6 14.4 2003 2004 2005 2006 2007 2008 2009 2010 2011* 2012* 2013* 2008 2009* 2010 2011** (*) The big difference from 2009 to 2008 is due to an increase in the (*) Numbers were projected by IMS in Dec/07, prior to Abradilan inclusion. measured base. (**) Growth projected by IMS between 10% and 13%. IMPORTANT: all market figures mentioned herein are at factory price, but there is a structural difference between Pharmaceutical and Hospital markets as far as discounts practiced are concerned. While IMS indicates about 15% discount in the Pharmaceutical market, the Hospital market accounts for 50%, which leads it to R$ 9 billion in 2010. Source: IMS 16 16
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    Prodiet Farmacêutica Overview Geographical Coverage o Prodiet Farmacêutica was incorporated in 1990; o The Company operates in the product distribution to the hospital segment; o The Company is headquartered in the city of Curitiba, state of Paraná and holds five distribution centers in the states of São Paulo, Distrito Federal, Pernambuco, Porto Alegre, besides Curitiba; o It operates in the states of Paraná, Santa Catarina and Rio Grande do Sul, with a portfolio of more than 3,500 customers including hospitals, clinics and municipal governments. In the public sector, its business extends throughout the national territory – therefore the Company has a Bid Center, which solely serves this segment; o In 2010, Prodiet Farmacêutica recorded revenues in the amount of R$ 200 million, distributed between the public and private sectors. Gross revenue compound annual growth rate for the 2007-2010 period was 37% p.a.; o The Ebitda margin in 2010 was 4.6%; o Acquisition of 60% of the Company for the amount of R$ 26.0 million, being R$ 8.0 million through a primary offer and R$ 18.0 million through a secondary offer; Distributor Center o The EV/Ebitda multiple related to the acquisition of the initial 60% was 4.6x (2011E), which Service units to hospitals, represents a 29.2% discount in relation to Profarma „s multiple; clinics and city halls o Equity holders' non-competitiveness commitment for a 5-year period after their departure form Service units to public sector (procurement) the Company, as entailed by contract. 18 18
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    Profarma + ProdietFarmacêutica Combined o Supplementary geographical coverage: Profarma is present in the states of Rio de Janeiro, São Paulo, Bahia and Minas Gerais, whereas Prodiet Farmacêutica concentrates its business in the states of Paraná, Rio Grande do Sul and Santa Catarina. Thus, it supplements the Company's business; o Product Mix: Profarma currently does not operate with some hospital product lines, and Prodiet Farmacêutica does not operate with some pharmaceutical product lines. Thus, there will be synergy gain in both Companies; o Expertise: at present, Profarma does not operate with the public sector, whereas Prodiet Farmacêutica does. As a result from this acquisition, we will enter the public market. Strategic Advantages Geographical Coverage - Countrywide Profarma Among Major Profarma + Prodiet Farmacêutica Companies in this sector in Brazil Supplementary Supplementary in product line the Business Area Distributor Center / Service of + Hospital Segment New Business Service of Hospital Segment Synergy in will represent operation more than 10% of Prodiet Farmacêutica Significant the Company improvements in Market Share Distributor Center / Service Service of Hospital / Vaccination Segment Distributor Center Service units to hospitals, clinics and city halls Service units to public sector (procurement) 20 20
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    Acquisition Model Profarma willimmediately acquire 60% of the total capital stock of Prodiet Farmacêutica through a primary capital subscription in the amount of R$ 8.0 million and a secondary subscription in the amount of R$ 18.0 million, representing an EV/EBITDA (2011E) multiple of 4.6x, along with the payment of an additional earn-out, whose calculation is based on the difference between the unlevered free cash flow projected versus the actual figure. The remaining 40%, when acquired, will be valued at an EV/EBITDA multiple of 4.3x based on the 12-month period prior to the acquisition date. The current shareholders of Prodiet shall be fully responsible for occasional existing contingencies or those falling due on a date prior to the date of execution of the acquisition agreement. Payment Flow Primary Offer: • 40% paid on the execution date; • 30% paid after 1 year from the execution date; • 30% paid after 2 years from the execution date; Secondary Offer: • 50% paid on the execution date; • 50% paid in 12 monthly installments from the execution date. Earn-out: • Payment of additional secondary offer, over the first five years, of the difference between the projected x actual unleveraged free cash flow, adjusted to present value. 22 22
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    Contingency Cover andDescription of Guarantees Contingency Cover: • Current Prodiet Farmacêutica Shareholders are liable for 100% of contingencies arising from triggering events prior to the the execution date. Description of Guarantees: 1 – Interest Adjustment via Subscription Bonus: • Beginning on the execution date, a renewable subscription bonus will be issued for Profarma, entitling it to issuing new Prodiet Farmacêutica shares in case of default by Current Shareholders in indemnifying past contingencies. Accordingly, Profarma will be indemnified by adjusting its interest in Prodiet Farmacêutica; • The subscription price of new Prodiet Farmacêutica shares will consider an assessment based on the 4.3x multiple EBITDA LTM for each Subscription Bonus exercised. 2 – Retained Payments: • Upon subscription of the remaining 40%, Profarma will retain payments should there be remaining lawsuits, administrative proceedings or arbitration disputes pending judgment, or any other fact that may result in a possible contingency. 23 23
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    Analyst Coverage Company Analyst Telephone E-mail Javier Martinez de Olcoz Cerdan (1 212) 761-4542 javier.martinez.olcoz@morganstanley.com Morgan Stanley Clarissa Berman (55 11) 3048-6214 clarissa.berman@morganstanley.com Merrill Lynch Alexandre Pizano (55 11) 2188-4024 alexandre.pizano@baml.com Credit Suisse Marcel Moraes (55 11) 3841-6302 marcel.moraes@credit-suisse.com Juliana Rozenbaum (55 11) 3073-3035 juliana.rozenbaum@itausecurities.com Itaú BBA Marcio Osako (55 11) 3073-3040 marcio.osako@itausecurities.com Banco Fator Iago Whately (55 11) 3049-9480 iwhately@bancofator.com.br Raymond James Guilherme Assis (55 11) 3513-8706 guilherme.assis@raymondjames.com BTG Pactual João Carlos dos Santos (55 11) 3383-2384 joaocarlos.santos@btgpactual.com 25 25
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