Mayne Pharma Group Ltd. · ASX:MYX
Mayne Pharma — Merger or Acquisition (September 2006)
9 slides from Mayne Pharma's merger presentation, Sep 21, 2006
Slide 1: Mayne Pharma Limited: Proposed acquisition by Hospira Inc.
Mayne Pharma Limited Proposed acquisition by Hospira Inc. 21 September 2006
Slide 2: Overview
Overview • Excellent deal for shareholders – $4.10 per Mayne Pharma share • Mayne Pharma has grown rapidly and is successfully implementing a new strategy • Deal will create a major player in injectable drugs with broad product range and global presence • Allows Mayne Pharma to fulfil its full growt
Slide 3: The transaction
The transaction • Scheme Implementation Agreement with Hospira • Hospira to acquire all of the shares in Mayne Pharma for a cash price of $4.10 per share, via a Scheme of Arrangement. – values Mayne Pharma at $2.6 billion, – 37% premium to Mayne Pharma’s volume weighted average price of Mayne Pharma
Slide 4: Background
Background • Certain expressions of interest received before and since the demerger • Recently, we received an unsolicited, incomplete and conditional proposal from a third party that the Board felt needed to be tested further. • This led to a due diligence process, – a limited number of interested
Slide 5: Valuation relative to share price performance since demerger
Valuation relative to share price performance since demerger Price (A$) Performance Since 3.20 Demerger 1-Jan-06 3.10 Mayne Pharma 15.7% 22.0% 3.00 2.90 S&P/ASX 200 8.3% 6.2% 2.80 2.70 2.60 2.50 Generics Index(1) (6.7%) (7.1%) 2.40 2.30 2.20 Nov-05 Dec-05 Feb-06 Mar-06 Apr-06 May-06 Jul-06 Aug-06 Se
Slide 6: Valuation vs precedent transactions (LTM EBITDA)
Valuation vs precedent transactions (LTM EBITDA) Average: 12.5x Average: 7.2x Average 9.9x Average 10.5x Average: 14.0x Average: 14.2x 30.0x 1998-2001 2002 2003 2004 2005 2006 YTD Transaction Value/LTM EBITDA Multiple 25.0x 31 20.0x 37 42 Hospira (17.9x)(2) 38 17 15.0x 1 30 24 26 32 43 6 40 4 39 35
Slide 7: Demerger unlocks value
Demerger unlocks value (market cap, A$bn) 5.0 4.0 3.0 2.0 1.0 0.0 Day prior to First day of separate 18 Sep 2006 Offer price demerger announc't trading 21 Nov 2005 3 May 2005 Mayne Group Symbion Mayne Pharma 7
Slide 8: Anticipated timetable
Anticipated timetable • 21 September Announcement • Late October Scheme book, independent expert report sent to shareholders • 21 November AGM • Early December Shareholder meeting • Before year end Completion 8
Slide 9: Recommendation
Recommendation • The Mayne Pharma Board has unanimously endorsed the proposal and will be recommending shareholders vote in favour of the Scheme, subject to – the company receiving no superior offer; and – the independent expert concluding that the Scheme is in the best interest of Mayne Pharma shar
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