cellestis scheme offer · 2011. 7. 8. · reasons you may vote in favour of the scheme •the...
TRANSCRIPT
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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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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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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The Webcast system
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Introductions
Dr Tony Radford, CEO Dr Jim Rothel, Chief Scientific Officer
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Why a Webcast? Why now?
• The Scheme Booklet is
now released
• To review the Scheme
proposal
• We’ve been listening
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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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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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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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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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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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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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Frequently asked questions
regarding the Scheme of
Arrangement
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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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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Questions from webcast participants
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