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Cellestis Scheme Offer Investor Briefing Webcast Dr Tony Radford, Chief Executive Officer Dr Jim Rothel, Chief Scientific Officer moderated by Kyahn Williamson 8 July 2011 For personal use only

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Page 1: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Cellestis Scheme OfferInvestor Briefing Webcast

Dr Tony Radford, Chief Executive Officer

Dr Jim Rothel, Chief Scientific Officer

moderated by Kyahn Williamson

8 July 2011

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Page 2: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

DisclaimerThe material in this presentation contains information relating to the proposed scheme of arrangement (Scheme) between Cellestis Limited

(Cellestis) and the holders of fully paid ordinary shares in Cellestis Limited (other than Excluded Shareholders) in relation to the proposed

acquisition of all of the fully paid ordinary shares in Cellestis by QIAGEN Australia Holding Pty Limited (a wholly owned subsidiary of QIAGEN

N.V.) It is current at the date of preparation, 8 July 2011. Further details about the Scheme are provided in the Scheme Booklet dated 14 June

2011 (Scheme Booklet).

No representation, express or implied, is made as to the fairness, accuracy, completeness or correctness of information contained in this

presentation, or any opinions and conclusions it contains or any other information which Cellestis otherwise provides to you. In particular, no

representation or warranty is given as to the accuracy, likelihood of achievement or reasonableness of any forecasts, prospects, returns,

benefits or statements in relation to future matters contained in the presentation (forward-looking statements). Such forward­-looking

statements are by their nature subject to significant uncertainties and contingencies and are based on a number of estimates and assumptions

that are subject to change (and in many cases are outside the control of Cellestis and its officers) which may cause the actual results or

performance of Cellestis to be materially different from any future results or performance expressed or implied by such forward looking

statements. You should make your own independent assessment of the information contained in the presentation and seek your own

independent professional advice in relation to the information and any action taken on the basis of the information.

To the maximum extent permitted by law, Cellestis, its respective related bodies corporate, officers, employees, agents, and advisers disclaim

any responsibility for the accuracy or completeness of any information contained in this presentation including any forward-looking statements

and disclaim any responsibility to update or revise any information or forward-looking statement to reflect any change in Cellestis' financial

condition, status or affairs or any change in the events, conditions or circumstances on which a statement is based.

This presentation provides information in summary form only and is not intended to be complete. Do not rely on this information to make an

investment decision. It is not intended to be relied upon as advice to investors or potential investors, and does not take into account the

investment objectives, financial situation or needs of any particular investor. Investors or potential investors should consider seeking

independent professional advice.

To the maximum extent permitted by law, none of Cellestis, its respective related bodies corporate, officers, employees, agents, or advisers, or

any other person, accepts any liability, including, without limitation, any liability arising from fault or negligence, for any direct, indirect or

consequential loss or damage suffered by any person arising from the use of this presentation or its contents or otherwise arising in connection

with it.

This presentation should be read in conjunction with the Scheme Booklet and other publicly available material. Further

information is available in the Scheme Booklet or on our website, www.cellestis.com.

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Page 3: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Webcast Agenda

• Webcast system overview

• Introduction of speakers

• Why a webcast?

• Review of Qiagen Offer

• Frequently asked questions

• Open questions and answers

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Page 4: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

The Webcast system

Slide

Presentation

Presentation

slides shown

hereSpeaker’s image

is displayed here

Enter your

question here

Be sure to click

“Submit”

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Page 5: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Introductions

Dr Tony Radford, CEO Dr Jim Rothel, Chief Scientific Officer

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Page 6: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Why a Webcast? Why now?

• The Scheme Booklet is

now released

• To review the Scheme

proposal

• We’ve been listening

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Page 7: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Summary of QIAGEN's proposal

• Acquisition of 100% of Cellestis via Scheme of Arrangement

• Consideration of A$3.55 per share

• Cellestis Board of Directors unanimously recommends

shareholders vote in favour of the Scheme in the absence of

superior proposal

• Various conditions precedent including shareholder approval,

regulatory approval, court approval and the Independent Expert

determining the Scheme is fair and reasonable and in the best

interests of shareholders

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Page 8: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Summary of QIAGEN's proposal

• A break fee of A$3.5 million payable to QIAGEN under certain

circumstances

• Option agreements between the founders and QIAGEN for up to

19.9% that can only be exercised if:

– QIAGEN is selling into a superior offer;

– QIAGEN has elected to match or better the terms of a competing

transaction; or

– The founders deal in these shares

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Page 9: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Recent share price performance

Source: Bloomberg Financial Services as at 6 July 2011

Note: IER means Independent Expert’s Report

VWAP means Volume Weighted Average Price to the Cellestis share price immediately prior to the announcement of the Scheme

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

Oct-10 Nov-10 Dec-10 Jan-11 Feb-11 Mar-11 Apr-11 May-11 Jun-11

(Sh

are

pri

ce

)

0.00

0.50

1.00

1.50

2.00

2.50

3.00

3.50

4.00

4.50

5.00

(Vo

lum

e in

millio

ns)

Volume Price

Scheme Consideration: $3.55

Scheme announcement

4 April 2011

1 month VWAP = $2.85

6 month VWAP = $2.55

3 month VWAP = $2.70

24.3% premium

to 1 month VWAP

31.5% premium

to 3 month VWAP

39.2% premium

to 6 month VWAPIER assessed value

range: $3.00 - $3.52

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Page 10: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Reasons you may vote in favour of the Scheme

• The Independent Expert has concluded that the Scheme is fair and

reasonable and is in the best interests of Cellestis Shareholders

• $3.55 is above the assessed fair market value range of $3.00 - $3.52

on a control basis as determined by the Independent Expert

• $3.55 cash offer represents an attractive premium for your Cellestis

shares:

– 31.5% premium to the three-month volume weighted average price prior

to the QIAGEN offer

– 7.6x revenue multiple for the 12 months ending December 2010

– 37.1x price to earnings multiple for 12 months ending December 2010

• If the Scheme is not approved, it is likely that the Cellestis share

price will fall

• No superior proposal has emerged to date

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Page 11: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Reasons you may vote against the Scheme

• You may disagree with the recommendation of the Cellestis Board

of Directors and the conclusion of the Independent Expert

• You will lose the ability to participate in any potential upside that

may result from being a Cellestis Shareholder

• You may consider that a superior proposal may be made, although

as at the date of this presentation, no superior proposal has been

made

• There may be tax consequences for Cellestis Shareholders if the

Scheme proceeds

• You may wish to maintain your current investment profile

• You will lose your entitlement to potential future dividend income

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Page 12: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Board of Directors recommendation

• The Board of Directors unanimously recommends that, in the

absence of superior proposal, you vote in favour of the Scheme

• Subject to the same qualification, the Board of Directors intend to

vote all Cellestis Shares respectively held or controlled by them in

favour of the Scheme

• Additional reasons for your Directors’ recommendation

– Completion of a global canvassing of alternative bidders prior to signing

the Scheme Implementation Deed

– Assessment of strategic alternatives to the Scheme

– Ongoing business risks and additional investment requirements to

deliver growth plans

– Heavily negotiated transaction

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Page 13: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Frequently asked questions

regarding the Scheme of

Arrangement

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Page 14: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Question:

What arrangements have been made between

Drs Radford and Rothel with regard to on-going

employment at QIAGEN if this scheme is

approved?

None

Agreed to stay on for up to 2 years if askedFor

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Page 15: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Question:

What were the Directors previous statements

about selling Cellestis or licensing the

technology?

We would not license the technology

To get the technology they would have to buy the company

Normal fiduciary duties to assess any offer

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Page 16: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Question:

What did the Board of Directors do to assess

the offer by QIAGEN?

Contracted legal and financial advice

Surveyed global diagnostic companies for interest level

Undertook extensive negotiations with QiagenFor

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Page 17: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Question:

The Independent Expert’s Report finds the $3.55 per share offer from

QIAGEN is above its valuation range of $3.00 to $3.52.

However, some shareholders circulated a valuation model suggesting

Cellestis was worth more.

Why is there a difference?

Independent advice indicates the shareholder model is unreasonable

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Page 18: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Question:

Why did the Independent Expert use a multiple of

earnings model rather than a discounted cash flow

analysis?

DCF is unsuitable as primary method due to uncertain future cash flows

The multiple of earnings model is adopted by ASIC as its primary

valuation method

It is a market reference method

DCF and recent share price performance are used as cross checks

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Page 19: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Question:

Does the $3.55 offer allow for the growth

potential of Cellestis?

Yes, growth is reflected in Cellestis’ high PE ratio prior to the offer

An even higher PE ratio is reflected in the proposal price

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Page 20: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Question:

The Scheme Booklet and Independent Expert’s

Report talk a lot about the risks facing Cellestis

in the future. Are these new and what are they?

Risks have previously been explained

Normal business risks – FX economic conditions etc.

Patent expiry and risk of generic competition

New technology that may emerge

Unfavourable changes in regulatory conditions

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Page 21: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Question:

What growth does the Board of Directors expect

over the next 3, 5 and 10 years? How can we

value the company if we don’t know this?

Although the Board of Directors is in the best position, it is

impossible to forecast

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Page 22: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Question:

Cellestis currently has around 5% to 6% of the

estimated TB screening market. What

percentage do you think will be reached by

2020?

Cellestis aims to maximise its market share

It is also impossible to forecastFor

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Page 23: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Question:

What would we expect if the takeover proposal

does not happen?

As suggested by Independent Expert, share price will likely fall

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Page 24: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Question:

What will the Board of Directors do if the

scheme is voted down?

No changes are envisaged at Board of Directors level

Board of Directors will review ongoing strategy and tactics

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Page 25: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Question:

I have already voted – can I change my vote?

Yes, either online by contacting Computershare, or at the Scheme

Meeting

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Page 26: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

The Scheme Booklet

• Contains information necessary for Cellestis Shareholders to make an

informed decision about how to vote at the Scheme Meeting

• Includes a full copy of the Independent Expert’s Report and the

Independent Expert’s Supplementary Report

• It is important that you read the Scheme Booklet carefully and in full

• Your vote is important

Your Directors unanimously recommend that, in the absence of a

superior proposal, you vote in favour of the Scheme

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Page 27: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Further information for shareholders

• Scheme Booklet - Includes materials relevant to your consideration

of the Scheme as a Cellestis shareholder

• Proxy form - Provided with the Scheme Booklet

• Scheme Meeting - Wednesday, 20th of July, at the RACV Club at

Level 17, 501 Bourke Street, Melbourne, at 1:30pm.

– Shareholders do not have to attend in person and can mail in the

proxy form

– Shareholders may also vote on-line up until 48 hours before the

Scheme Meeting

• Dedicated transaction website: www.cellestis.com/IR/SOA

• Investor Relations enquiry line: 1300 893 956

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Page 28: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Timing and key datesKey Dates

14 June 2011- First Court Date

- Date of the Scheme Booklet

18 July 2011- Last date for lodgement of proxies

- Time for determining eligibility to vote at Scheme Meeting

20 July 2011 - Scheme Meeting of Cellestis Shareholders

If the Scheme is approved by Cellestis Shareholders

21 July 2011 - Special Dividend determined to be payable*

27 July 2011 - Second Court Date for approval of Scheme

28 July 2011- Scheme Effective Date

- Suspension of Cellestis Shares from trading

5 August 2011 - Special Dividend Record Date*

9 August 2011 - Scheme Record Date

16 August 2011

- Implementation Date

- Payment of Scheme Consideration and Special Dividend*

- Transfer of shares to QIAGEN

Note: * Special Dividend subject to receipt of a favourable ATO ruling

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Page 29: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

Questions from webcast participants

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Page 30: Cellestis Scheme Offer · 2011. 7. 8. · Reasons you may vote in favour of the Scheme •The Independent Expert has concluded that the Scheme is fair and reasonable and is in the

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