Healius Limited · ASX:HLS
Healius — Primary Health Care — Merger or Acquisition (November 2007)
29 slides from Healius's merger presentation, Nov 8, 2007
Slide 1: Takeover Offer for Symbion Health Limited Investor Presentation
Takeover Offer for Symbion Health Limited Investor Presentation 8 November 2007
Slide 2: Agenda
Agenda Overview The Transaction New Primary Funding & Placement Summary 1
Slide 3: Overview
Overview 1. Off-market takeover offer for Symbion for $4.10 cash 2. 100% committed debt and equity financing in place Equity placement today of approximately 15.5 million 3. securities 2
Slide 4: Transaction to Create Significant Value
Transaction to Create Significant Value Company transforming transaction to create one of 9 Australia’s leading integrated providers of healthcare services Significant benefits for all stakeholders – 9 shareholders, clinicians, patients and staff Expected synergies and operational improvements 9 of
Slide 5: Primary's Offer is Significantly Superior to the Healthscope Led Proposal
Primary’s Offer is Significantly Superior to the Healthscope Led Proposal PRIMARY’S ATTRACTIVE OFFER HEALTHSCOPE LED PROPOSAL Attractive premium Premium to trading prices Unattractive premium 9 Premium to Independent Expert’s valuation of Symbion and to the 8 Independent Expert values the Heal
Slide 6: Agenda
Agenda Overview The Transaction New Primary Funding & Placement Summary 5
Slide 7: Primary's Offer at a Glance
Primary’s Offer at a Glance Offer for 100% of Symbion Offer values Symbion at approximately $3.5 billion on an enterprise OFFER value basis Bidder’s Statement to be lodged with ASX shortly CONSIDERATION 100% cash offer of $4.10 per Symbion share Enhance value for Primary shareholders Att
Slide 8: Compelling Offer for Symbion Shareholders
Compelling Offer for Symbion Shareholders Attractive premium to Symbion’s recent trading prices 22% premium to Symbion’s 6 month “undisturbed” volume weighted average price(1) 9 5% to 16% premium to the recent Independent Expert’s valuation range for control of Symbion(2) Premium to the closin
Slide 9: Primary Offer Conditions
Primary Offer Conditions Minimum 90% acceptance Regulatory approvals The Healthscope Diagnostics Proposal is not approved or capable of being approved by Symbion shareholders Approval of the Healthscope Diagnostics Proposal is not put to a vote by Symbion unless favourable ATO rulings have a
Slide 10: Agenda
Agenda Overview The Transaction New Primary Funding & Placement Summary 9
Slide 11: Primary's Track Record of Value Creation
Primary’s Track Record of Value Creation c. 31% compound annual share price growth over the past 4 years Outperformed the S&P / ASX 200 Accumulation Index by c. 22% Track record of successfully integrating acquisitions – SDS Pathology, HCN and DDI PRIMARY’S SHARE PRICE PERFORMANCE(1) Share Pri
Slide 12: Compelling Strategic Rationale for Primary
Compelling Strategic Rationale for Primary MARKET 9 Primary to become one of Australia's pre-eminent healthcare service providers LEADER 9 Combined market share in medical centres of c. 8% – scope for further consolidation ENHANCED 9 Enlarged and improved service offering SERVICE OFFERING 9 Improved
Slide 13: Primary to Become One of Australia's Pre-eminent Healthcare Companies
Primary to Become One of Australia’s Pre-eminent Healthcare Companies NEW PRIMARY 9 #1 in Medical Centres Medical Centres(2) Pathology(3) Diagnostic Imaging(4) Health Technology 9 #1 in Pathology(1) 9 #1 in Health Technology 9 Leading position in Diagnostic Imaging Medical Pathology(3) Diagnostic Ph
Slide 14: Market Leading Positions Across All Businesses
Market Leading Positions Across All Businesses Primary to operate over c. 92 medical centres, c. 95 pathology labs, c. 796 collection centres and c. 130 diagnostic imaging sites PRIMARY’S EXPANDED NATIONAL NETWORK NORTHERN TERRITORY QUEENSLAND 2 pathology labs 13 medical centres 7 collection
Slide 15: Significant Synergies and Operational Improvements
Significant Synergies and Operational Improvements Pro Forma Pro Forma EBITDA Synergies EBITDA Synergies(1),(2) If Margins Comparable to Peer(1),(2) Medical Centres Expand depth / breadth of selected sites Amalgamate limited number of practices ~ $24 m ~ $24 m Purchasing / procurement savings
Slide 16: Integration Plan
Integration Plan Primary to undertake a full strategic review upon obtaining control of Symbion The strategic review will focus on (but not limited to): Leveraging capabilities and infrastructure of Workforce integration of operational Primary / Symbion across the combined management and rep
Slide 17: Attractive Financial Profile
Attractive Financial Profile PRO FORMA FY07 SCALE(2) SYNERGIES NEW PRIMARY Revenue $273 m(1) $958 m(2) $1,231 m(4) $100 m(3) EBITDA $107 m(1) $161 m(2) $368 m Expected to be EPS accretive in the first full year following the transaction (FY09) Key gearing metrics post transaction and sale of the
Slide 18: Primary has Significant Opportunities for Further Growth
Primary has Significant Opportunities for Further Growth Improve the utilisation and profitability of existing medical centres(1) via: “BACK FILLING” OF EXISTING CENTRES Back-filling GPs in existing centres Expanding the service offering (e.g. radiology, dental, pharmacy) Continued roll-out
Slide 19: Agenda
Agenda Overview The Transaction New Primary Funding & Placement Summary 18
Slide 20: Primary has Committed Funding
Primary has Committed Funding All cash consideration to Symbion shareholders Primary will finance the transaction through both equity and senior debt Intention to raise equity via a placement (announced today) and a pro-rata entitlement offer (post the offer going unconditional) Placement to
Slide 21: Institutional Placement Details
Institutional Placement Details OFFER SIZE Issue of approximately 15.5 million securities Fully underwritten institutional placement Offer open to institutional investors in Australia and certain overseas jurisdictions STRUCTURE No offer made in the United States, Canada or Japan Regulatio
Slide 22: Institutional Placement Timetable
Institutional Placement Timetable BOOKBUILD OPENS 12.00pm, Thursday 8 November 2007 BOOKBUILD CLOSES 2.00pm, Friday 9 November 2007 PLACEMENT PRICE ANNOUNCED by 6.00pm, Friday 9 November 2007 TRADING HALT LIFTED 10.00am, Monday 12 November 2007 SETTLEMENT OF PLACEMENT SHARES Wednesday 14 N
Slide 23: Agenda
Agenda Overview The Transaction New Primary Funding & Placement Summary 22
Slide 24: Summary
Summary Company transforming transaction to create one of 9 Australia’s leading integrated providers of healthcare services 9 Compelling offer for Symbion Shareholders Strong strategic rationale for Primary to undertake 9 the transaction 23
Slide 25: Appendix
24 Appendix PRIMARY HEALTH CARE LIMITED
Slide 26: Primary Business Update
Primary Business Update Continued growth in GP patient attendances Focused new doctor recruitment program delivering improvements in centre MEDICAL CENTRES utilisation 2 new centres estimated to open within next 6 months; 6 further sites under consideration / negotiation Market share and mar
Slide 27: Positive Business Outlook
Positive Business Outlook AGEING The continued ageing of the population is expected to underpin growth POPULATION in demand for healthcare services CONTINUED TECHNOLOGICAL Ongoing advances in medical technology are providing patients with enhanced access to a broader range of healthcare services
Slide 28: Transaction Risks and Mitigants
Transaction Risks and Mitigants KEY TRANSACTION RISKS KEY MITIGANTS Primary’s offer is attractive and superior to the Healthscope Led Proposal Insufficient Symbion X Shareholder Acceptances Effective Symbion shareholder communication strategies Primary may establish an Institutional Acceptance
Slide 29: Important Notice
Important Notice The forward looking statements included in these materials involve subjective judgement and analysis and are subject to significant uncertainties, risks and contingencies, many of which are outside the control of, and are unknown to Primary Health Care Limited (“Primary”). In partic
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