Fagron Sa · EURONEXT:FAGR
Fagron Sa — Arseus — Shareholder Meeting (May 2008)
60 slides from Fagron Sa's shareholder meeting presentation, May 13, 2008
Slide 1: Annual General Meeting of Shareholders
Annual General Meeting of Shareholders May 13, 2008 1
Slide 2: Registration of the quorum; Composition of the bureau
• Registration of the quorum • Composition of the ‘bureau’ 2
Slide 3: Agenda
Agenda:: Agenda 1. Reading, deliberating and commenting of the annual report of the board of directors and the statutory auditor’s report on the annual accounts for the accounting year 2007. 3
Slide 4: Report of the board of directors for 2007
Report of the board of directors for 2007 Ger van Jeveren Jan Peeters CEO CFO 4
Slide 5: Key facts 2007
Key facts 2007 • Turnover +10 +10%, %, of which 6% organic (compared to 2006 2006)) • Net profit +34 +34% % (compared to 2006) 2006) • Very successful Initial Public Offering (‘IPO’) of Arseus, approx. 2 times oversubscribed • Acquisition of Polichimica, an Italian company which achieved a turnover
Slide 6: Sales per quarter 2006 - 2007 - 2008
Sales per quarter 2006 - 2007 - 2008 Quarterly Sales Breakdown 2006- 2006-2007- 2007-2008 100 90.3 80.0 82.2 7.9 80 74.7 6.9 71.1 6.2 13.1 67.4 6.3 68.4 65.5 11.2 13.7 6.1 61.8 6.3 6.3 6.4 12.8 Sales (€m) 60 12.0 5.7 10.7 11.6 11.5 11.4 35.9 31.3 34.3 40 29.0 28.8 26.1 24.6 24.5 22.7 20 31.3 33.4 24
Slide 7: Arseus sales long term trend indicator
Arseus sales long term trend indicator MAT Sales 2007 112 110 108 106 104 102 100 98 96 94 jan- feb- mrt- apr- mei- jun- jul- aug- sep- okt- nov- dec- jan- feb- mrt- apr- mei- jun- jul- aug- sep- okt- nov- dec- jan- feb- mrt- apr- mei- jun- jul- aug- sep- okt- nov- dec- 05 05 05 05 05 05 05 05 05 05
Slide 8: REBITDA
REBITDA Strong performance in all divisions +15 % Corilus 41.4 REBITDA ( €M ) Medical 0.7 Dental 0.8 1.4 +11% Fagron +40 % +14% 35.8 2.7 +15% 2006 2007 8
Slide 9: Compelling growth strategy
Compelling growth strategy Sustainable long- long-term growth Added-value Added- Operational Buy-and Buy-and--build Pan-European Pan- Own brands solutions excellence strategy presence • Concept selling • New ERP • 2006 Acquisition • The Netherlands • Fagron (A- (A-brand) • Arseus Tec implementations
Slide 10: Operations Arseus in Europe
Operations Arseus in Europe In 2007 Arseus already had operations in Belgium, The Netherlands, France, Germany, Spain, Italy, the United Kingdom and Switzerland. It also markets its products in Austria, Luxembourg and Portugal. Due to the acquisition in 2008 of Czech based Tamda, Arseus started oper
Slide 11: Arseus Divisions focus on adding value
Arseus Divisions focus on adding value Arseus is currently focused on four market segments… Pharmaceutical compounding products and services Dental products and services Medical products and services Healthcare IT solutions … to achieve operational synergies through the integration of back offices a
Slide 12: One-stop-shop for pharmaceutical compounding
One-stop- One- stop-shop for pharmaceutical compounding FY– FY–07 Sales FY– FY–07 EBITDA 36% 49% 12
Slide 13: Fagron - leading the market and well positioned for growth
Fagron - leading the market and well positioned for growth Market Position Competitive Strengths • The only European • Highest brand recognition player • Focus on total integrated • The only European One-stop-shop solutions brand for pharmaceutical • Extensive product range • Large experienced compo
Slide 14: Fagron: sustainable profitability
Fagron: sustainable profitability Sales (in € m) 125 • Strong sales growth supported by: 110.0 96.7 100 +14% New own product launches 75 59.1 50 49.2 +20% Innovative concepts 25 0 Strong performance in Industry S2 2006 S2 2007 FY 2006 FY 2007 department REBITDA (in € m) 25 20.3 • Sustainable REBITDA
Slide 15: One-stop-shop for dental professionals
One-stop- One- stop-shop for dental professionals FY– FY–07 Sales FY– FY–07 EBITDA 29% 39% 15
Slide 16: Arseus Dental - leading the market and well positioned for growth
Arseus Dental - leading the market and well positioned for growth Market Position Competitive Strengths • Market leadership in Belgium • Exclusive and long term • Market leadership in the distribution Netherlands arrangements for top • Significant presence in brands1 Germany • Extensive European One
Slide 17: Dental: ready for take-off
Dental: ready for take- take-off Sales (in € m) 125 118.3 • Organic sales growth of 5% 107.6 100 +20% • Shift in product mix from low margin 75 56.9 60.5 to high end equipment/Labs 50 +6% 25 • New strategic agreement with 0 XO-Care for The Netherlands, XO- S2 2006 S2 2007 2006 2007 Germany and parts
Slide 18: Value-added solutions for a wide range of healthcare professionals
Value-added solutions for a Value- wide range of healthcare professionals FY– FY–07 Sales FY– FY–07 EBITDA 16% 7% 18
Slide 19: Arseus Medical - leading the market and well-positioned for growth
Arseus Medical - leading the market and well- well-positioned for growth Market Position Competitive Strengths • Belgian market leader • Exclusive and long term • Strong position in Dutch distribution hospitals arrangements with numerous leading • Market leader in specific Value-added equipment solu
Slide 20: Medical: focus on bottom line
Medical: focus on bottom line Sales (in € m) 49.5 50 47.3 • S2 Sales impacted by 40 +5% Low level of equipment sales in hospitals 30 25.1 24.7 Effect of change in legislation 20 -2% wheelchairs 2008 impact € 2 m 10 0 S2 2006 S2 2007 2006 2007 • S2 REBITDA impacted by REBITDA (in € m) Lower sales 3 2
Slide 21: Integrated IT Solutions for Healthcare Professionals
Integrated IT Solutions for Healthcare Professionals FY– FY–07 Sales FY– FY–07 EBITDA 9% 16% 21
Slide 22: Corilus - well positioned for profitable growth
Corilus - well positioned for profitable growth Market Position Competitive Strengths • Market leader in Belgium • Platform based on core modules approximately 12,000 customers Integrated IT • Highly skilled solutions for software developers and • Strong position healthcare technical support in the
Slide 23: Corilus: sustainable cash generator
Corilus: sustainable cash generator Sales (in € m) 30 25 25.3 26.7 • New business model with 20 focus on brand marketing +5% 14.3 15 12.6 • Continuous launch of new 10 +13% products 5 0 S2 2006 S2 2007 2006 2007 2008: Greenock REBITDA (in € m) • Sustainable profitability 8 6.7 6.0 6 +11 11%% 4 3.7 3
Slide 24: After balance sheet date
After balance sheet date • In January Corilus installed Greenock software in the first pharmacies. • In March Arseus reached an agreement to start exclusive negotiations to acquire the French company Julie- Julie-Owandy. Owandy. Julie- Julie-Owandy provides total solutions to dentists via the combin
Slide 25: Acquisition Julie-Owandy
Acquisition Julie- Julie-Owandy 25
Slide 26: Overview of Owandy solutions
Overview of Owandy solutions Information system of a dental office Third party Function Remote Image Radiology Information management transmission processing & Internet Julie Expert Healthcare Julie Pro system Julie Gestion Intra-oral sensors Julie Teletrans X-ray Units Implant Products Imaging soft
Slide 27: Transaction rationale
Transaction rationale • Strategic fit: focus on higher margin business + growth segments • Own intellectual property and R&D • Julie (software) Market leadership in France Installed base: 14.000 customers => cross- cross-selling opportunities Synergies on development • Owandy (imaging equipment) Rei
Slide 28: Acquisition Tamda
Acquisition Tamda 28
Slide 29: Transaction rationale
Transaction rationale • Geographical expansion of Fagron business • Access to Eastern Europe => growth markets • Production capacity => possible synergies (low cost) • Market leader in local market • Cross selling possibilities • Central purchase agency 29
Slide 30: Outlook 2008
Outlook 2008 For 2008, the management expects an organic growth in turnover of approx. 7% to 8%. 8%. Arseus still expects to complete a few acquisitions during the course of the second and third quarter. Furthermore, Arseus aims to achieve turnover of € 500 million in 2010 and realise this by means
Slide 31: Financial Overview 2007
Financial Overview 2007 rs‘
Slide 32: Sales per quarter 2006 - 2007 - 2008
Sales per quarter 2006 - 2007 - 2008 Quarterly Sales Breakdown 2006- 2006-2007- 2007-2008 100 90.3 80.0 82.2 7.9 80 74.7 6.9 71.1 6.2 13.1 67.4 6.3 68.4 65.5 11.2 13.7 6.1 61.8 6.3 6.3 6.4 12.8 Sales (€m) 60 12.0 5.7 10.7 11.6 11.5 11.4 35.9 31.3 34.3 40 29.0 28.8 26.1 24.6 24.5 22.7 20 31.3 33.4 24
Slide 33: REBITDA
REBITDA Strong performance in all divisions +15 % Corilus 41.4 REBITDA ( €M ) Medical 0.7 Dental 0.8 1.4 +11% Fagron +40 % +14% 35.8 2.7 +15% 2006 2007 33
Slide 34: Corporate and non-recurring costs
Corporate and non- non-recurring costs 4 3.3 Corporate costs (€m) 2.9 3 +15% 2 • Corporate costs 1% of sales 1 • Some additional recruitments in 0 2008 FY 2006 FY 2007 8 Non recurring costs (€m) 6.2 6 • Strong decline 4 2.4 2 • No or only minimal non-recurring -61 61%% costs expected in 2008 0 FY 20
Slide 35: Strong EBITDA growth I
Strong EBITDA growth I EBITDA* (in € m) 40 35.7 35 30 26.8 +33% 25 20.0 20 15 10.9 +83% 10 5 0 S2 2006 S2 2007 FY 2006 FY 2007 *Ebitda = after corporate and non- non-recurring costs 35
Slide 36: Strong EBITDA growth II
Strong EBITDA growth II EBITDA* (in € m) 40 35.7 35 30.4 28.8 30 26.8 +33 33% % -5% 25 -7% 20 15 10 5 0 2004 2005 2006 2007 *Ebitda = after corporate and non-recurring costs 36
Slide 37: Depreciations and amortizations
Depreciations and amortizations Depreciations and amortizations • Higher Capex: € 14.0 m (in € m) • Slice in of Omega Pharma assets 10 9.2 9 • IT investments 8 6.7 7 6 6.1 +38% • Capitalization R&D 5 4 3.7 +64% • Write Write--off Stock ((€ € 1.7 m) 3 2 Not sustainable 1 0 S2 2006 S2 2007 FY 2006 FY
Slide 38: Financial Result
Financial Result Financial result (in € m) 8 7.0 7 • Higher interest rates 6 5.5 5 +27% • Non sustainable cost related to the LT 4 3.6 credit facility 2.8 3 +29% 2 • Higher Net Debt level due to higher 1 Capex 0 S2 2006 S2 2007 FY 2006 FY 2007 38
Slide 39: Net Profit
Net Profit Tax rate (in %) 17.0 16.4 • Slightly below 2006 • Tax rate below 20% is sustainable FY 2006 FY 2007 Net profit (in € m) 20 16.3 15 12.1 +34% 34% 10 8.6 • Strong growth in S2 and Full Year 4.7 +83% 5 0 S2 2006 S2 2007 FY 2006 FY 2007 39
Slide 40: Conclusion P&L
Conclusion P&L • Strong operational performance in all divisions • Corporate costs under control • Low level of non- non-recurring costs • Strong impact of inventory write off on DA • Financial result impacted by one- one-offs (credit facility) • Sustainable tax rate < 20% 40
Slide 41: Balance Sheet: Assets
Balance Sheet : Assets 300 • OWC Sustainable at 18% of net sales 250 56.7 • Goodwill impacted by acquisition of Assets (€ mio) 200 49.3 OWC Oth. fix. ass. 0.9 Oth. fixed assets Polichimica Oth. fix. ass. 0.9 Goodwill 150 • Deferred Tax Assets: Def. tax assets impact from 142.2 Oth. Intangibles 136.4
Slide 42: Balance Sheet: Liabilities
Balance Sheet : Liabilities 300 • Sound balance sheet 250 12.6 Gearing 2006: 102% 12.3 Gearing 2007: 28% Liabilities (€ mio) 50.6 200 Other WC Deferred tax 2.9 103.2 Provisions 3.9 Net debt Net debt / ebitda 2006: 150 Deferred tax 3.85 Provisions 100 Deferred tax 2.4 Equity Net debt / ebitda 2007: P
Slide 43: Agenda 2: Approval of the annual accounts
Agenda:: Agenda 2. Discussion and approval of the annual accounts closed on December 31st 2007. Motion to vote: vote: Approval of the annual accounts closed on December 31st 2007. 43
Slide 44: Accounts Arseus NV
Accounts Arseus NV Key figures P&L Key figures Balance sheet In € 1,000 2007 In € 1,000 2007 Operating income 135 Financial assets 316.249 Operating expenses 3.908 Working capital 77.400 Operating result -3.773 Equity 323.656 Financial result 9.490 Net debt 69.993 Result from ordinary activities 5.7
Slide 45: Agenda 3: Appropriation of the result
Agenda:: Agenda 3. Appropriation of the result of the financial year closed on December 31st 2007. Motion to vote: vote: Approval of the allocation of the result as included in the annual accounts including a gross dividend of € 0.06 per share. 45
Slide 46: Accounts Arseus NV: Appropriation of the result
Accounts Arseus NV Appropriation of the result In € 1,000 2007 Profit for the year to be appropriated 5.717 Profit carried forward from the previous period 0 Profits to be appropriated 5.717 Transfer to capital and reserves 286 To statutory reserves 286 To other reserves 0 Result to be carried forwa
Slide 47: Agenda 4: Communication of consolidated accounts
Agenda:: Agenda 4. Communication of the consolidated annual accounts and the consolidated reports. 47
Slide 48: Agenda 5: Discharge to directors and auditor
Agenda:: Agenda 5. Granting discharge to the members of the board of directors and the statutory auditor. Motion to vote: vote: By separate vote, granting full discharge to the directors and statutory auditor who were active during the financial year 2007 for the tasks executed by them during the co
Slide 49: Board of directors
Board of directors: directors: • Robert Peek • Johannes Stols • Luc Vandewalle • Gerardus van Jeveren • Jan Peeters • Couckinvest NV (Marc Coucke) • Benoit Graulich Statutory auditor: auditor: • PricewaterhouseCoopers Bedrijfsrevisoren BCVBA 49
Slide 50: Agenda 6: Appointment of independent director
Agenda:: Agenda 6. Appointment of independent director in accordance with article 524 §4 of the Belgian Company code, and remuneration. Motion to vote: vote: Appointment of Mr Rudi De Becker as independent director in accordance with and fulfilling the criteria stipulated in article 524 §4 of the Be
Slide 51: Agenda 7: Remuneration of non-executive directors
Agenda:: Agenda 7. Acknowledgement of the remuneration of non non--executive directors. The shareholders take notice of the fact that the annual remunerations for non- non-executive directors, as approved at the general shareholders’ meeting of October 4th 2007 2007,, shall remain unchanged for 2008
Slide 52: Agenda 8: Remuneration of the statutory auditor
Agenda:: Agenda 8. As a consequence of the modified scope of the control, revision of the remuneration of the statutory auditor, PricewaterhouseCoopers Bedrijfsrevisoren BCVBA, appointed at the moment of the creation of the company on June 29th 2007 for a period of three years, up to and including t
Slide 53: Agenda 9: Corporate Governance at Arseus NV
Agenda:: Agenda 9. Explanation and discussion of the Corporate Governance at Arseus NV. • Current composition of the board of directors • Current composition of the executive committee • Overview of remunerations • Corporate Governance Charter 53
Slide 54: 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 5 independent directors • Independen
Slide 55: 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 Rudi De Becker (c) Robert Peek (c) Benoit Graulich (c) Ger van Jeveren Johannes Stols Rudi De Becker Johannes Stols Jan Peeters Robert Peek Ger van Je
Slide 56: Composition of executive committee
Composition of 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. 56
Slide 57: Overview of remunerations
Overview of remunerations Fixed Variable Other (x € 1,000) remuneration remuneration remuneration component component components Financial year 2007 Ger van Jeveren (CEO) 405 450 15 Executive committee, incl. CEO 957 600 29 Non--executive directors* Non 33 * Pro- Pro-rata allocation for 2007 57
Slide 58: 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 59: Agenda 10: Miscellaneous
Agenda:: Agenda 10. Miscellaneous 59
Slide 60: Contact details, Financial calendar and Disclaimer
Contact details Financial calender Arseus Investor Relations 15 May ‘08 Dividend payable Constantijn van Rietschoten 15 July ‘08 Trading update Q2 2008 +31 (0)88 33 11 211 (phone) 26 August ‘08 S1 2008 results +31 (0)88 33 11 201 (fax) 14 October ‘08 Trading update Q3 2008 [email protected] 13 January