Healius Limited · ASX:HLS
Healius — Primary Health Care — Merger or Acquisition (February 2008)
33 slides from Healius's merger presentation, Feb 13, 2008
Slide 1: ASX announcement cover letter
PRIMARY HEALTH CARE LIMITED LEVEL r, 3o.3ffJooRI ¡+iå'Jl YOUR REF: LEICHHARDT NSVY 2O4O OUR REF: TEL: (02) 9561 3300 FAX: (02) 956¡ 3302 13 February 2008 ASX Limited COMPANY ANNOUNCEMENTS OFFICE Exchange Centre Level 4, 20 Bridge Street Sydney NSW 2000 Please refer to attached ASX Announcement for i
Slide 2: Primary to partly fund takeover bid for Symbion through capital raising
PRIMARY HEALTH CARE LIMITED (ACN 064 530 516) LEVEL I,30-38 SHORT STREET LEICHIIARDT NSW 2O4O OUR REF: TEL: (02)9561 3300 FAX: (02)956t3302 l3 February 2008 ASX Limited COMPANY ANNOUNCEMENTS OFFICE Exchange Centre Level 4, 20 Bridge Street Sydney NSW 2000 Dear Sir/Madam Primary Health Care Limited (
Slide 3: Investor Presentation 13 February 2008
ss 4L -,\. = t-\ \ ---.\ ì lrf ALTIr CAFt Lll¡llTtD Investor Presentation 13 Febnr^ry 2008
Slide 4: Important Notice
Important Notice The forward looking statements included in these materials involve subjective judgment and analysis and are subiect to significant uncertainties, risks and contingencies'- qrany of which are outside the control of, and a¡e unknown to Frimãry Health Caré Limited ("Pririrary"). I"n pa
Slide 5: Transaction Summary
Transaction Summary Pti^try has received acceptances to increase its interests in Symbion to approximately 53.8o/o and has subsequently declared the all cash Offer unconditional OFFER Pti-tty launches 8 for 5 Accelerated Pro Rata Entitlement Offer today to raise fi1,.231, billion Offer Price set at
Slide 6: Agenda
Agenda Ovenriew of Primary Ovenrieu/ of Symbion The Benefits of Primary and Symbion Combination Enlarged Group Financial Structure Eqoity Raising Overwieu¡ and Timetable PRIMARY IIEALÌII ITI'IT€D CAßE
Slide 7: Overview of Primary
Ovenriew of Primary PRINIARY OVERVIE\T/ PRIMARY HEALfII CARE LI'/IITED FY2007 Revenue $271 m MEDICAL CENTRES PATHOLOGY HEALTH TECHNOLOGY FY2007 Revenue FY2007 Revenue FY2007 Revenue $150m / s6% $89m / 33% $32m / 11% Provides access to a broad t^îge Provides human,{iagnostics Provides clinical and pr
Slide 8: Primary's Growing Profitability
Primary's Growing Profitability HISTORIC EBITDA PERFORI\IANCE F\'2OO7A EBITDA _ BY DI\/ISION EBITDA Ma¡si 1ó0.0 45.0% FY2002A - FY2007A CAGR of 30.7o/o 140.0 40.0% 120.0 100.0 35.0% 80.0 60.0 30.0% 40.0 25.0o/o Medical 20.0 Centres 20.0o/o 77o/o PRIMARY IIEALTlr CAR€LIT¡lITED
Slide 9: H108 Financial Results: Summary
H108 Financial Results: Summary t EBITDA and EBITA up 24% and26o/o over tH2007 T EBITDA and EBITA (normalised) both up t4o/o over 1H2007 (8 MiIIion, except EPS) 1H2008 growth 1H.2007 growth 1IJ2006 Sales revenue 155.0 150/l 135.2 16% 116.8 EBITDA 65.8 24% 53.2 18% 44.9 EBITDA (excl. SYB dividend) 59
Slide 10: Primary's Track Record of Value Creation
Primaryts'ïrack Recotd of Value Creation I c.l70o/o share price growth sinceJune 2003 T Outperformed the S&P / ASX 200 Accumulation Index by c.87o/o sinceJune 2003Q) I Track record of successfully integrating acquisitions - SDS Pathology, HCN and DDI PRII\IAR\''S SHARE PRICE PERFORNIANCET Share Pric
Slide 11: Agenda
Agenda Ovenriew of Primary Ovenrieur of Symbion The Benefits of Primary and Symbion Combination Enlarged Group Finan cial Stnrcture Eqnity Raising Ovenrieu/ and Timetable PRIMARY
Slide 12: Symbion Overview
Symbion Ovenriew SYNIBION OVER\/IEW F f2007 Revenue $3,779m PATHOLOGY DIAGNOSTICS IMAGING CONSUMER PHARMACT FY2007 Revenue FY2007 Revenue FY2007 Revenue FY2007 Revenue $648m $310m 9213m $2,608m Symbion's pathology Symbion's diagnostic r Symbion Consumer is a . Symbion Pharmacy network comprises more
Slide 13: Symbion Product Mix
Symbion Product Míx EBTTDA BY DTVTSTON (YEAR ENDED 30 JUNE 2007) Diagnostic Imaging 270h I Scale business Pathology and / National footprint Medical Centres 44% { Co^plementary business / Sig"ificant synergies Consumer and Pharmacy 35% 10 PRIMARY llEALTll CAnE Lltl¡rEO
Slide 14: Pro-forma Consolidated Income Statement of Symbion
Pro-forma Consolidated Income Statement of Symbion SYI\IBION FY2OO7 PRO-FORNIA INCONIE STATENIENT FTNANcTALYEAR ENDED 3OJuNE 2007 SvunroNAgrue¡, NON.RECURRING ITEMS Sy¡vrn¡ox Pno-Fonue A$ MrLroN (UNLEss OtnenwrsE NoTED) RevBNUP 3,779.2 3,779.2 EBITDA 221.7 31.8 253.5 DEPREcIATIoN AND AMORTISATION (s
Slide 15: Agenda
enda Ovenrieur of Primary Overview of Symbion The Benefits of Primary and S¡nrrbion Combination Enlarged Group Fin ancial Stnrcture Eqoity Raising Ovenrieu¡ and Timetable Í¿ PRIMARY LITIIED HEALTII CÂNE
Slide 16: Overview of Primary and Symbion Combination
Ovenriew of Primary and Symbion Combination Pti*ury expects to benefit from both a 1,00o/o ownership or a majority controlling stake in Symbion Significant Synergies Strong Strategic & Operational Rationale Improvements RIMAR CAßE LIftIIÏE EALTH \ 1,009 i, Os'nc rship / NI ai oritr- Controlline 7 Ma
Slide 17: Compelling Strategic Rationale for Primary
Compelling Strategic Rationale for Primary Pti-"ry to become one of Austalia's pre-eminent healthcare service providers NTARKET LEADER Combined market share in medical centres - c.6 million GP consultations, scope for further consolidation ENHANCED Enlarged and improved service offering SER\TICE OFF
Slide 18: Primary to Become One of Australia's Pre-eminent Healthcare Companies
Primary to Become One of Australia's Pre-eminent Healthcare Companies NE\\'PRINIARY PRIMARY LI,,ITEO HEALTH CARE Leading positions in: ,/ Medical Centres Medical Diagnostic Health Pathology(2) Imaging(r) Technology CentresG) ,/ Pathology I Health Technology ,/ Diagnostic Imaging ,/ Consumer and Phar
Slide 19: Market Leading Positions Across All Businesses
Market Leading Positions Across All Businesses r Primary to operate over c.94 medical centres, c. 95 pathology labs, c.795 collection centres and c. 1.69 diagnostic imaging sites PRIMARY'S EXPANDED NATIONAL NETWORK (2) NORTHERN TERRITORY QUEENSI-AND I 15 medical centres I 28 pathology labs I 208 col
Slide 20: Significant Synergies and Operational Improvements
Significant Synerg.r and Operational Improvements Medical Centres ' Expand depth / breadth of selected sites . Amaþmate limited number of practices -$24m -$24m ' Purchasing / procurement savings Pathology . Consolidate laboratory operations / functions . Consolidate collecdon centres and redeploy li
Slide 21: Integration Plan
Integration Plan ' Primary to undertake a full strategic review upon obtaining control of S¡rmbion INTEGRATION FOCUS POTENTIAL SYNERGY REAIISATION . ,/ Economies of scale benefits ¿cross Leveraging capabilities and inftastructue of pathology operations Pti-"tl'/ Symbion across the combined business
Slide 22: Attractive Financial Profile - 100% Scenario
Attractive Financial Profil€ - I00% Scenario PRO FORNIA FY2OO7 SCALEt2I PRIMARY HEALrll CARE LlrrllTED synbnn@ SYNERGIES NE\Xi PRIMARY Revenue $2ztmctl $958mczl $1,229m; {- {- $100m(¡) EBITDA $107m(1) $161m(2) $368m Acquisition is anticþated to become EPS accretive in FY2010(4) Key gearing meüics po
Slide 23: Primary has Significant Opportunities for Further Growth
Primary has Significant Opportunities for Further Growth ..BACK FILLING" OF ' Improve the utilisation and profitability of existing medical centres(l) via: EXISTING CENTRES ' Back-fi.lling GPs in existing centres . Expanding the ser¡ice offering (e.g. radiology, dental, pharmacy) t Continued roll-ou
Slide 24: Agenda
Agenda Ovenriew of Primairy Ovenriew of Synbion The Benefits of Primary and Symbion Combination Enlarged Group Financial Struct-trre Eqoity Raising Ovenrieu/ and Timetable n PR¡MARY llÊÂLrn cÂaE LatttEo
Slide 25: Primary has Committed Funding
Primary has Committed Funding r All cash consideration to SSrmbion shareholders I Pti**l'will finance the transaction through both equity and senior debt Placement of 15.5 million shares successfully completed in November 2007, raising c.$185 million Balance of equity will be raised ttroqgh pto-tart
Slide 26: Summary of New Financing
Summary of New Financing Fully underwritten by $185m through completed Placement ABN AMRO, Credit NEW EQUITY(I) fi7,237m through Entitlement Offer Suisse and Deutsche Bank Offer funding DEBT FACILITY(I) Refinance Primary's current stake in Symbion Fully underwritten by Refinance Primary's and Symbio
Slide 27: Agenda
Agenda Overwiew of Primary Ovenrieu/ of Symbion The Benefits of Primary and Symbion Combination Enlarged Group Finan cial Strucnrre Eqoity Raising Overvieu/ and Timetable ?A PRIMARY H€ALTll LI"ITEO CANE
Slide 28: Entitlement Offer Details
Entitlement Offer Details ¡ 8 for 5 Accelerated Pro Rata Entitlement Offer to raise approximately $1.230 billion OFFER SIZE(') t Record date is Monday, 18 February 2008 (pm, Sydney time) $5.40 per New Shate OFFER PRICE . 24.9o/o discount to Theoretical Ex-Rights Price ¡ Eligibte institutional shareh
Slide 29: Timetable
Timetable Institutional Entitlement Offer opens 13 February 2008 Institutional Entitlement Offer closes 14 February 2008 Institutional Entitlement Bookbuild 15 February 2008 Lodgement of Ptospectus with ASIC 18 February 2007 Record date to determine dght to participate in the Retail Entitlement Offe
Slide 30: Summary
Summaty t Under a 100o/o ownership or a controlling majority stake scenario, the combination of Primary and S¡mbion is expected to deliver financial and operational benefits Acquisítion is anticipated to become Eps accretive in Fy261g(r) ¡ Strong strategic rationale for Primary to undertake the tran
Slide 31: Appendix
App.ndix 28 PRIMARY HEALTII CARE LIT¡lITEO
Slide 32: Primary Business Update
Primary Business Update Continued gtowth in GP patient attendances (up 16% in 1H08 to 2,277,000 for the period) Focused new doctor recruitrnent program delivedng improvements in centre utilisation NTEDICAL CENTRES 5 new centres opened in 1H08,40 centes now open L further ceritre to be opened in 2H08
Slide 33: Positive Business Outlook
Positive Business Outlook AGEING r The continued ageing of the population is expected to underpin POPULATION growth in demand for healthcare senrices CONTINUED Ongoing advances in medical technology are providing patients TECHNOLOGICAL ADVANCES with enhanced access to a broader range of healthcare s
Primary Health Care — Merger or Acquisition (February 2008) on 6ix