2. • A 100% family-owned business that promotes entrepreneurial spirit: autonomy,
employee empowerment, responsiveness
• A company with strong brands:
100million €
600million €
+ 14 % per yearTurnover
growth
Urgo Group, a family-owned and entrepreneurial SME
2001 2015
3. A strong strategy of partnerships, acquisition and international development
5. In Latin America
Our goal is to position our brands & products in 4 key markets: Brazil, Mexico,
Chile & Colombia
• Operations has begun in 2011 with the acquisition of a pharmaceutical company
in Brazil : LM FARMA Indústria Comércio Ltda
6. Acquisition of Brazilian leader
the fastest and most profitable way to overcome these barriers
• 1st Management meeting –
02/2011
• NBO signed in March 2011
• Offer on 100% of the Share
• Acquisition in 2 steps : 70%
/ 30%
• Closing August 2011
7. High barriers to enter the Brazilian healthcare market
Fiscal
Customs &
Administrative
FinanceCommercial
Regulatory
8. Tax complexity means: need for optimization
• Acquisition of a « Know How » Optimisation
• Acquisition of manufacturing capabilities => National products
• Allows Tax / ICMS exemptions
• Allows to reduce the importation tax base
• => Finished products & semi-finished vs. raw materials
Fiscal
Customs
&
Administr
ative
Finance
Commerci
al
Regulator
y
9. Regulatory complexity means: need to accelerate market access
Acquisition of a manufacturing site
already certified GMP by l’ANVISA
Reduced time for product
registration
3 to 5 years are needed to certify
an international manufacturing
site
Year
Registration time in
days
2007 - 2008 234
2009 - 2010 287
2011 - 2012 271
2012 - 2013 434
National
Products
Imported finished goods
Site registration by Anvisa:
Cost increase from 37KBRL to 108KBRL
from Sept. 2015 onwards
Fiscal
Customs
&
Administr
ative
Finance
Commerci
al
Regulator
y
10. Customs complexity means: need to smoothen the "Supply Chain Management"
« Made in Brazil »
is a must
Fiscal
Customs
&
Administr
ative
Finance
Commerci
al
Regulator
y
11. Complexity of the market means: need to capitalize & leverage on existing Business
• Acquisition of a commercial network « Know How »
• Acquisition of distribution network « Guan-xi » / Relacionamento
• Acquisition of brand equity Intangible « asset »
57% awareness in Brazilian
hospitals
Brand Status Wound Care – i consult
Fiscal
Customs
&
Administr
ative
Finance
Commerci
al
Regulator
y
12. Complexity of the market means: need for customization
Full Line of products adapted to Brazilian market requirements
Fiscal
Customs
&
Administr
ative
Finance
Commerci
al
Regulator
y
13. Complexity of the market means: need to capitalize on Human Capital Expertise
General Director
Alexandre Tepas
HR Manager
Vacant
Quality & RA Mgr
Nesser Oliveira
CFO
Johann Wasserer
Commercial Manager
Luciana Amorim
R&D Supervisor
Celia Reimberg
Production Supervisor
Fabio Ferreira
Marketing Mgr
Jean-Michel Moisant
Executive Secretary
Inês Morais
Industrial Perimeter
Other Perimeters
Stable Since
2011
14. Complexity of funding means: need to be eligible for grants
• The financing costs are high in Brazil
=> Cost of financing ~ 16%
• R&D project with counterpart FINEP grants
• Innovation project
• 3mR$ research grant for 3 years
• 1mR$ counterpart
Fiscal
Customs
&
Administr
ative
Finance
Commerci
al
Regulator
y
15. In the future it, it will be necessary not to be passive vs. legislation changes
Balance point
Productivity
Local
content
Protectionnism Liberalization
16. Alternative Scenarios: Starting Up From Scratch
Lower 5 years sales ramp up
• No access door to the Wound Care distribution network
• No tender process knowledge
• No Brand Equity in Brazil
Delayed sales activation => 2015
• Set up affiliate
• Certification ANVISA (36 months)
• Product registrations (12 months)
No critical mass to absorb fixed cost
• General Manager
• Sales force
• Technical responsibility required by ANVISA
18. Alternative Scenarios: Distribution Model
Lower 5 years sales ramp up
• More common approach => less risky and less capital intensive
• Still no Brand Equity in Brazil => 50% of sales forecasts vs. acquisition
Delayed sales activation => 2014
• Time to identify the right partner (12 months)
• Product registrations (18 months)
Light cost structure
• No structural costs
• All operational costs absorbed by the distributor
• Only registration & IP cost paid by URGO (remains owner of assets)
20. Conclusion
Starting Up From Scratch
• 1st positive cash flows & break even (EBITDA > 0) 6 years after “Go Live”
• NPV remains negative even with 6 years perspective
Distributor Model
• EBITDA > 0 and positive cash flow from year 1
Acquisition Model
NPV “from scratch” = - 4,7 mR$
NPV “Distributor” = + 7 mR$
NPV “Acquistion” = + 15.3 mR$
Greater value… but higher risk!
22. Brazil is losing ground vs. other emerging economies
• Average growth of 1,2% since the end of the crisis (2011-2014) vs. 3,5%
on the period 2002-2008
• Average growth 2011-2015 ~ 0%
• Potential growth limited to 2,5% according to FMI
23. Macro-economic Scenario in 2015
Recession expected at [-2,5% ; -3%] including all factors. -1,9% in Q2 after -
0,7% in Q1 (technical recession)
Last 12m inflation reaches 9,56% in July
SELIC rate reaches 14,25%
Exchange rate evolution
Unemployment rate moved from 5,3 to 7,5% (Av. 2001-2015: 8,4%)
2014 2015 Var. Spot Sept. Var.
€ 3,12 3,44 10,3% 4,28 37,2%
USD 2,34 3,09 32,1% 3,83 63,7%
Average
25. Is the BRL currency correction near from the end?
The most expensive Big Mac in
the world…
The « Big Mac » index - 2015
(Comparaison vs. €, adjusted to purchase power)
…but a progressive return to
normal
25
26. Brazil is still a Strategic & Promising Market for SME & Multinational
Brazil is a key market
7th GDP worldwide in 2014 (possibly 9th at end of 2015, after India & Italy)
The FDI should be maintained in 2015, around 65MdsUSD
Resilience of the class C consumption
Strong economics pillars
Giant in the agriculture and mining industry: 4th Agro exporter worldwide
Despite Petrobras crisis, the country remains an important reserve of Oil&gaz
(potentially the 6th producer in 2035)
Strong Brazilian industrial corporations: Petrobras, Vale, Embraer…
Brazilian ability to resist to systemic shock is reassuring
Currency reserves = 371 MdsUSD beginning of 2015
Reasonable debt level (1,424 Mds USD, i.e. 65% of GDP ; 70% expected in 2016)
27. Brazil is still a Strategic & Promising Market for SME & Multinational
FDI remain high
Cumulative 12 months– b$
Source: Banque centrale
66,4 b$
2015
29. 2011 2015 Var. Comment
Sales forecast 100 100 Similar sales forecast
EBITDA 20 16 Forex impact on EBITDA %: -3pts
EBITDA ratio 9,0 10,0 Source: Mergemarket
Price 180 160 -11%
Forex 2,2 4,3 95%
Sales forecast 45 23
EBITDA 9,1 3,7
Price 82 37 -54%
Ratio 9,0 10,0
BRL
€
This is PROBABLY the right time to perform acquisition in Brazil
Acquisition multiples are stable vs. 5 years ago (avg. 10x EBITDA)
€ is 90% stronger than 4 years ago vs. BRL
Making an acquisition in Brazil for a European company is 2x cheaper than it was 4 years ago
Macroeconomics: Brazil is at a low-point in terms of GDP growth, mid-term growth is expected at 2%
Crisis = Opportunities of Targets
Companies with profitability issues: scissors effect low sales growth vs. high inflation of costs
Companies with cash issues: increased interest rates and diminution of public incentives for
financing (BNDES)
Financial perspectives are bad for year to come (tax increases, end of social charge incentive)
30. Conclusion
An acquisition is the fastest way to enter developing markets
Strategy particularly efficent in Brazil vis a vis the entry barriers
When structuring an acquisition, need to chose between forex exposure or local debt (i.e.
high interest rates)
Lessons of the Urgo case: BP in BRL is on track… but strong adverse impact of forex (Killing
the project NPV) and of macro-economical situation in 2015
Today, Brazil economic situation is at a low-point and risk of additional BRL devaluation is
low
Some Brazilian companies are in a critical situation
The € is strong
It is the moment to purchase!!