presentation mrk's acquisition of sgp-submitted
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VALUATION ON Mercks (MRK)ACQUISITION OF Schering-
Plough (SGP)
MT5011 Group 1
Goh Zhi Qiang Justus A0076842X
Cheah Sin Sheng A0076902A
Lin Qiuyue A0076985H
Wu Hengxin A0077069U
11/20/20101
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AGENDA
Introduction
Overview of Merck (MRK)
Overview of Schering-Plough (SGP)
Financial Valuation Synergies Target
Mode of M&A Conclusion
Q & A
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Introduction
VALUATION ON Mercks (MRK)
ACQUISITION OF Schering-Plough (SGP)
11/20/20103
(March 2009) (Nov 2009)
Proposed Acquisition Price
for Schering-Plough (SGP)
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Merck MRK
VALUATION ON Mercks (MRK)
ACQUISITION OF Schering-Plough (SGP)
11/20/20104
by Wu Hengxin
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About Merck Global Health care company
MedicineVaccines
Biologic Therapies
Animal
Incorporated in 1891
Listed in New York Stock Exchange
93,000 employees in 53 countries
Market capitalization of 114 Billion USD as at Sep 2010
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Organization Structure
CEO
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Global Human
Health
Animal Health Consumer Health
care
Merck ResearchLaboratories
MerckManufacturing
From SGP
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History
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SWOT Analysis
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Immediate Concerns
Patent Expiry of Top Selling Drugs
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Competitors
19,337
11,053
10,340
10,135
7,318
0 5,000 10,000 15,000 20,000 25,000
Pfizer
Novartis
Procter & Gamble
GlaxoSmithKline
HoffmannLa Roche
Net Income USD Million
11/20/201010
7,202
6,450
6,063
5,033
4,434
4,197
2,950
2,870
2,6632,163
2,113
1,717
1,585
1,397
1,057
Jo nson an Jo nson
BayerAstraZeneca
Sanofi-Aventis
Merck & Co.
Wyeth
Amgen
Takeda Pharmaceutical Co.
Eli Lilly and CompanyBoehringer Ingelheim
Genentech
Abbott Laboratories
Bristol-Myers Squibb
Baxter International
Schering-Plough
Source: Top 50 Pharmaceutical Companies Charts & Lists, Med
Ad News, September 2007
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Schering-Plough (SGP)
11/20/201011
by Lin Qiuyue
VALUATION ON Mercks (MRK)
ACQUISITION OF Schering-Plough (SGP)
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Schering-Plough
Overview
Global Pharmaceutical Company R&D and manufacturing of human pharmaceutical,
animal health and consumer healthcare
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Presence in 140 countries with subsidiaries in morethan 55 countries
51,000 employees
Listed on NYSE
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Schering-Plough
Overview Revenue:
$18.5B (08), $12.7B (07) and $10.6B (06)
Schering-Plough 2008-13 sales CAGR of 4.5%
(fastest growth rate for pharmaceuticals)
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Motivations-Geogaphical
ExpansionSchering-Plough's
Total Revenue (2008):USD $18,502 mil
Merck'sTotal Revenue (2008):
USD $23,850 mil
SGP's Total revenue (%) 2008
Latin America
Merck's Total Revenue (%) 2008
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Source: GlobalData andcompany's financial reports
Europe and Canada
48%
US
30%
Asia Pacific11%
11%
US, 56%Europe, Middle
East and Africa,
24%
Japan, 8%Others, 12%
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Motivations-Schering-Ploughs
Wide Product Portfolio Animal Health, Cardiovascular Disease, Central Nervous
System-Anesthesia, Consumer Health Care, Immunology,
Oncology, Respiratory and Women's Health.
More than 50 brands in 55 countries outside the US.
Consumer health products- '
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such as Coppertone Suncare
lotions and antifungal
creams.
PrescriptionAnimal Health
Consumer
Health
77%
16%
7%
0%
10%20%
30%
40%
50%
60%
70%
80%
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Motivations-Patent Expiry Schering-Ploughs biggest-selling drugs have longer patent protection
Mercks $4 billion-a-year asthma drug Singulair will face generic competitionby 2012. By then, Schering-Plough has said it plans to file for approval of
seven drugs, each with more than $1 billion in peak annual sales.
Top drugs for both companies
Com an Dru Name What it treats Patent Ex ir
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Singulair Asthma 2012Cozaar/Hyzaar Hypertension 2010
Maxalt Migraine Headaches 2012
Januvia Diabetes 2022
Merck/
Schering-Plough Zetia/Vytorin Cholestrol 2011
Remicade Inflammatory diseases 2018
Nasonex Allergies 2014
Temodar Brain Tumors 2012
Nuvaring Women's health 2018
Banamine Livestock health 2023
Merck
Schering-Plough
Source: Drugs Expiration Table(2009 Medco Health Solutions)
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Motivations-
Schering-Ploughs R & D
19.07% of total revenue goes to R & D (3529mil in 2008)
6 R & D projects have received fast track designation from FDA
SGPs acquisition of Organon (in 2007)-
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a biotechnology company which has 18 drugs in phase 3 clinical trials
Late-stage R&D pipeline, from 2004 to 2008:
three new entities in Phase III and four more in pre-registration
(total 12 in late-stage development)
Blood thinner (TRA) to seek regulatory approval in 2010 or 2011.
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Financial Valuation
11/20/201018
by Cheah Sin Sheng
VALUATION ON Mercks (MRK)
ACQUISITION OF Schering-Plough (SGP)
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Market Value of Schering-Plough
Three approaches used to measure the
market value of SGPAsset-based Valuation Using Net Asset Value
-Industry as SGP
Income-based Valuation Using DCF Method
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Asset-based Valuation SGPs 2008 finance statement,
Total asset value is $28,117M
Short term liabilities: $5,193M
-
benefits: $304M
Long term liabilities: $12,395M
SGP Net Asset Value (NAV)NAV = $28,117 - $5,193 - $304 - $12,395 = $10,225M
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Market-based Valuation PFIZER (PFE) agrees to pay $68 Billion for rival
drug maker WYETH (WYE) on Jan 2009roughly 29% premium over WYE Stock Price
PFE $113.75 Billion vs. MRK $44.4 Billion
WYE $51.7 Billion vs. SGP $32.6 Billion
Might NOT reflect a similar market conditions
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Income-based Valuation
Assumption/Calculation:
Weight of Equity, We 37.45%
Weight of Debt, Wd 62.55%
Cost of Equity, Re 15.56%
Cost of Debt, Rd 3.00%
SGP WACC = We x Re + Wd x Rd 7.70%
= 0.86SGP beta
rf = 4.28US Treasury Yield Curve Rates (30 years)rm = 8.80S&P 500 CAGR past 22 years market return
Re = rf + (rm - rf)
k 12.00%Long-term growth rate (CAGR) 4.50%
Rd = rf x (1 - Tax %)
Pharmaceutical Industry WACC
Pfizer (PFE) 6.80
Johnson & Johnson (JNJ) 7.30
GlaxoSmithKline (GSK) 8.00
Bristol Myers Squibb (BMY) 7.20Abbott Labs (ABT) 7.20
Source: http://www.wikiwealth.com
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Assumptions SGP historical data (2006, 2007 & 2008) were extracted from
the financial report to project the forecast in this report. Interest paid, Interest expense, Tax expense, Depreciation and
Amortization are projected at the rate of the assumption
.
Changes in the net working capital and Capital expenditure isassumed to grow at the same growth rate of the assumption
made to the growth rate for next 5 years.
Terminal value at 2028 is calculated consideration typical drugpatent 20 years expiration with no growth after 2013.
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SGP HistoricalYear 2006 2007 2008
(in millions)
Revenue $10,594.00 $12,690.00 $18,502.00Interest Expense $ 172.00 $ 245.00 $ 536.00
Income Tax Expense $ 362.00 $ 258.00 $ 146.00
Net Income $ 1,143.00 $ (1,473.00) $ 1,903.00
Net Income $ 1,143.00 $ (1,473.00) $ 1,903.00
+Interest Expense $ 172.00 $ 245.00 $ 536.00
+Income Tax Expense $ 362.00 $ 258.00 $ 146.00
+Depreciation and Amortization $ 568.00 $ 861.00 $ 2,175.00EBITDA $ 2,245.00 $ (109.00) $ 4,760.00
EBITDA $ 2,245.00 $ (109.00) $ 4,760.00
Less: Interest paid $ (172.00) $ (245.00) $ (536.00)
Less: Tax paid $ (362.00) $ (258.00) $ (146.00)
Add: Changes in net working capital $ 1,188.00 $ (1,458.00) $ 975.00
Less: Capital expenditures $ (458.00) $ (618.00) $ (747.00)
Free cash flow $ 2,441.00 $ (2,688.00) $ 4,306.00
Ratio Calculation Study
Sales growth 11.42% 19.78% 45.80%
Interest expense ratio 1.62% 1.93% 2.90%
Tax expense ratio 3.42% 2.03% 0.79%
Depreciation and amortization exp. ratio 5.36% 6.78% 11.76%
Net income ratio 10.79% -11.61% 10.29%
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SGP Projected DataYear 2009 2010 2011 2012 2013
(in millions) Forecast Forecast Forecast Forecast Forecast
1 2 3 4 5
Net Income $ 1,988.64 $2,078.12 $2,171.64 $2,269.36 $ 2,371.48
+Interest Expense $ 560.12 $ 585.33 $ 611.67 $ 639.19 $ 667.95
+Income Tax Expense $ 152.57 $ 159.44 $ 166.61 $ 174.11 $ 181.94
+Depreciation and Amortization $ 2,272.88 $2,375.15 $2,482.04 $2,593.73 $ 2,710.45
EBITDA $ 4,974.20 $5,198.04 $5,431.95 $5,676.39 $ 5,931.83
EBITDA $ 4,974.20 $5,198.04 $5,431.95 $5,676.39 $ 5,931.83
Less: Interest paid $ (560.12) $ (585.33) $ (611.67) $ (639.19) $ (667.95)Less: Tax paid $ (152.57) $ (159.44) $ (166.61) $ (174.11) $ (181.94)
Add: Changes in net working capital $ 1,018.88 $1,064.72 $1,112.64 $1,162.71 $ 1,215.03
Less: Capital expenditures $ (607.67) $ (635.01) $ (663.59) $ (693.45) $ (724.65)
Free Cash Flow $ 4,672.72 $4,882.99 $5,102.73 $5,332.35 $ 5,572.30
Terminal Value @ 2028 $39,660.05
Discount factor $ 0.89 $ 0.80 $ 0.71 $ 0.64 $ 0.57 $ 0.57
Total Cash Flow $ 4,672.72 $4,882.99 $5,102.73 $5,332.35 $ 5,572.30 $39,660.05
Discounted Cash Flow $ 4,172.07 $3,892.69 $3,632.02 $3,388.80 $ 3,161.87 $22,504.18
Valuation of target/Enterprise value $40,751.64
Assumption Made
k 12.00%
Long-term growth rate (CARG) 4.50%
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DCF Sensitivity AnalysisPV of Enterprise Value ($ Million) SGP Growth Rate
WACC 3.5% 4.5% 5.5% 6.5% 7.5%
11.0% 41,618 43,573 45,613 47,740 49,95912.0% 38,947 40,752 42,633 44,596 46,641
13.0% 36,546 38,215 39,955 41,770 43,660
PV of Enterprise Value ($/per share) SGP Growth Rate
WACC 3.5% 4.5% 5.5% 6.5% 7.5%
11.0% 25.45 26.65 27.90 29.20 30.56
12.0% 23.82 24.92 26.08 27.28 28.53
13.0% 22.35 23.37 24.44 25.55 26.70
# 0f shares (million) 1,635
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Synergy Target &Reverse Merger
11/20/201027
by Justus Goh
VALUATION ON Mercks (MRK)
ACQUISITION OF Schering-Plough (SGP)
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Synergy TargetSynergy target of$3.5 billion in recurring
savings per year from its operations by 2012
rocess tream n ng1. Headcount reductions (15,000/100,000 15%)2. Duplicate facilities to be closed or divested
3. Initiate procurement savings
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Reverse MergerMerck's acquisition of its rival, Schering-Plough is
being structured as Reverse Merger
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Sale ofBusiness
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Reverse MergerSale of Business
Schering-Plough would technically be the survivingcorporation, but it would take on the Merck's name.
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Subsidiary
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Why Reverse MergerTo avoid triggering a loss of rights in an agreement between
Schering-Plough and Johnson & Johnson;-Blockbuster arthritis treatment, Remicade
-Follow-up drug in late-stage development, Golimumab
Currently, SGP owns the drugs international rights and J&J
owns the domestic (USA) rights.
Remicade generated $2.1 billion in revenue
11.35% of SGP sales.
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Conclusion Presented the reasoning and motivation for Merck
acquisition target Schering-Plough
Pro osed an ac uisition value of 40.75 Billion for
Schering-Plough based on DCF and its associatedassumptions
Explain why the M&A deal between Merck andSchering-Plough is being structured as a Reverse
Merger
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Thank you
Q & A
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Back-u Slides
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Actual Acquisition Price
March 10, 2009
Merck to Buy Schering-Plough for
US $41.1 Billion
The deal values SGP at $23.61 a share, apremium of 34 percent over its closing price
Friday. (3/6/09 - $17.63)
For each share of SGP, shareholders willreceive 0.5767 shares in the new company
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Market-based Valuation Pfizer would pay $50.19 a share for WYE ~
29% premiumWYE Closing Stock Price ~ $38.90 (1/23/09)
,
value of SGP could be $21.97 (12/31/08 closing$17.03)
SGP might value at ~ $35.92 Billion
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Total S&P 500 annual returns
Year
Annual$1.00
Investment
5 Year 10 Year 15 Year
Year
Annual $1.00 Investment 5 Year 10 Year 15 Year
Return GivesAnnualized
Return
Annualized
Return
Annualized
ReturnReturn Gives
Annualized
Return
Annualized
Return
Annualized
Return
1988 17% $1.17 - - -1999 21.04% $8.18 28.56% 18.21% -
1989 31.69% $1.54 - - -2000 9.10% $7.44 18.33% 17.46% -
1990 3.10% $1.49 - - -2001 11.89% $6.55 10.70% 12.94% -
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Source: http://en.wikipedia.org/wiki/S%26P_500
1991 30.47% $1.94 - - -2002 22.10% $5.10 0.59% 9.34% 11.47%
1992 7.62% $2.09 15.89% - -2003 28.69% $6.57 0.57% 11.07% 12.19%
1993 10.08% $2.30 14.55% - -2004 10.88% $7.28 2.30% 12.07% 10.91%
1994 1.32% $2.33 8.70% - -2005 4.91% $7.64 0.54% 9.07% 11.51%
1995 37.58% $3.21 16.59% - -2006 15.79% $8.85 6.19% 8.42% 10.65%
1996 22.96% $3.94 15.22% - -2007 5.49% $9.33 12.83% 5.91% 10.48%
1997 33.36% $5.26 20.27% 18.05% -2008 37.00% $5.88 2.19% 1.38% 6.46%
1998 28.58% $6.76 24.06% 19.21% -2009 26.46% $7.26 0.06% 1.19% 7.87%
High 37.58% 28.56% 19.21% 12.12%
Low 37.00% 2.25% 1.51% 6.46%
CAGR 8.80%
Medi
an10.88% 10.92%
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Cost of Restructuring Merger restructuring program: $1.4 billion
Merger related costs: $544 million
Other restructuring programs: $521 million
Restructuring costs, primarily employee separations: $1.6 billion
Total overall costs associated with restructuring programs included inmaterials and production, research and development, and restructuring
costs: $2.0 billion
The first phase of the Merger Restructuring Program is expected to becompleted by the end of 2012 with total pretax costs estimated at $2.6
billion to $3.3 billion.
Synergy target of $3.5 billion in in recurring savings per year
from its operations by 2012
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Required Divestures Merckmust sell its interest in Merial Limited, an animal health
joint venture with Sanofi-Aventis. As Merial and Schering-
Plough together account for about 75 percent of U.S. sales of
such vaccines, causing monopoly in poultry vaccines
Schering Plough must sell its assets related to drugs that treatnausea and vomiting in humans. As Schering-Plough nausea
drug, Rolapitant will competed with Mercks drug, Emend.
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Merger Mechanics The Merck/Schering transaction features the two stages with the creation
of two subsidiaries, namely MS1 and MS2 by SGP
Stage 1MS1 will merge with and into Schering. In the merger, each share of Schering common stock shall be converted into the right to
receive, (a) 0.5767 of a share of the surviving corporation (Schering), and (b) $10.50 in
cash;
Stage 2MS2 will merge with and into Merck. In that merger, each share of Merck common stock shall be converted into one share of
the stock of the surviving corporation (Schering).
The merger agreement provides that "it is intended that the [Merck]
merger shall qualify as a reorganization." In fact, the deal is conditionedon the receipt of an opinion that the Merck merger qualifies as such a
reorganization.
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Merck Financial Data
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