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Biocon Ltd. — Capital/Financing Update 2022
Mar 11, 2022
61176_rns_2022-03-11_3dad85aa-4a23-4a18-9a6a-167f47f2a217.pdf
Capital/Financing Update
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Biocon Limited 20th KM, Hosur Road Electronic City Bangalore 560 100, India T 91 80 2808 2808 F 91 80 2852 3423 CIN : L24234KA1978PLC003417 www.biocon.com
March 11, 2022
| To, The Manager BSE Limited Department of Corporate Services Phiroze Jeejeebhoy Towers, Dalal Street,Mumbai – 400 001 |
To, The Manager National Stock Exchange of India Limited Corporate Communication Department Exchange Plaza, Bandra Kurla Complex Mumbai – 400 050 |
|---|---|
| Scrip Code – 532523 | Scrip Symbol - Biocon |
Subject: Intimation regarding revision in rating under Regulation 30 of SEBI Listing Regulations.
Dear Sir/Madam,
In continuation to our letter dated March 9, 2022, with respect to intimation regarding revision in rating from CRISIL, we wish to inform you that the Company has received a rating letter from ICRA on March 10, 2022, wherein ICRA has placed its ICRA AA+ and ICRA A1+ ratings on the long term and short-term banking facilities of the Company on ' Watch with Developing Implications '.
The above information will also be available on the website of the Company at www.biocon.com.
Kindly take the same on record and acknowledge.
Thanking You,
Yours faithfully, For Biocon Limited MAYANK Digitally signed by MAYANK VERMA VERMA Date: 2022.03.11 12:06:31 +05'30' _______ Mayank Verma Company Secretary and Compliance Officer
Enclosed: Rating Letter from ICRA
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March 10, 2022
Biocon Limited: Ratings placed under watch with developing implications
Summary of rating action
| Instrument* | Previous Rated Amount (Rs. Crore) |
Current Rated Amount (Rs. crore) |
Rating Action |
|---|---|---|---|
| Long-term term loans | 183.83 | 183.83 | [ICRA]AA+&; placed under watch with developing implications |
| Long-term unallocated | 6.17 | 6.17 | [ICRA]AA+&; placed under watch with developing implications |
| Long-term/short-term fund based/non-fund based |
260.00 | 260.00 | [ICRA]AA+& / [ICRA]A1+&; placed under watch with developing implications |
| Total | 450.00 | 450.00 |
*Instrument details are provided in Annexure-1 &: under rating watch with developing implications
Rationale
On February 28, 2022, Biocon Limited (Biocon) announced that its subsidiary, Biocon Biologics Limited (‘BBL’), has approved the proposed acquisition of biosimilars assets of Viatris Inc. (Viatris) for a consideration of up to $3.335 billion in stock and cash, subject to necessary regulatory and other approvals. Through the acquisition, BBL will acquire Viatris’ global biosimilars business with estimated revenues and OPBDITA of $875 million and $200 million respectively for CY2022 and $1.1 billion and $250 million respectively for CY2023, along with its portfolio of in-licensed biosimilar assets. The consideration would be a mix of cash and stock, and BBL will be paying an upfront cash consideration of $2 billion on closing of the transaction and up to $335 million as additional payments expected to be paid in CY2024. Additionally, upon closing of the transaction, BBL will issue $1 billion of Compulsorily Convertible Preference Shares (CCPS) to Viatris, equivalent to an equity stake of at least 12.9% in BBL, on a fully diluted basis. The cash payment of $2 billion is expected to be funded by $800 million raised through equity infusion in BBL from existing shareholders (including Biocon) while the balance will be funded by debt, additional equity or a combination thereof. The transaction is expected to close in H2 CY2022, subject to satisfaction of closing conditions (including certain regulatory approvals).
This transaction is expected to accelerate BBL’s direct market strategy for its biosimilars portfolio by gaining commercial engines in the developed markets including USA and Europe. BBL will also acquire complete ownership of Viatris’ rights in biosimilars assets, enabling it to realise the full revenue and associated profits from its partnered products, thereby expanding its operating profits. These are step-ups from its existing arrangement with Viatris. The deal is also expected to provide other advantages, including strategic agility and operational efficiencies, which could aid BBL in mitigating pricing pressures in a competitive global biosimilars landscape to an extent.
ICRA takes note of the development and has placed the ratings on watch with developing implications, pending complete clarity on the acquisition’s funding plan, in terms of the debt to be raised and the impact of the same on Biocon’s consolidated debt and coverage indicators post the transaction. Nonetheless, ICRA understands that the transaction, upon successful completion, could increase BBL’s debt levels in the near term. Despite incremental OPBDITA from the acquired entity, the debt metrics of Biocon could weaken because of the additional borrowings. In addition to this, any debt raised at the parent level (Biocon) for funding its portion of equity infusion into BBL, could add to Biocon’s consolidated borrowings over the near-term. BBL has indicated that it has plans for an IPO in the next 18-24 months. Further, Biocon (standalone) will also evaluate options for equity raise or monetisation of existing investments in its subsidiaries to fund the transaction.
www.icra .in
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ICRA will continue to monitor the developments on the transaction, especially on the incremental net debt, and take appropriate rating action as and when more clarity emerges. Pressure on ratings could emerge if the borrowings increase significantly from the current levels at Biocon consolidated level, in the absence of adequate equity infusion and management’s deleveraging plans. Downward pressure on ratings could also arise from any delay in integration or margin contraction owing to delays or lower than expected revenue potential of product launches in the merged entity.
Please refer to the following link for the previous detailed rationale that captures the key rating drivers and their description, liquidity position and rating sensitivities: Click here
Analytical approach
| Analytical Approach | Comments |
|---|---|
| Applicable Rating Methodologies | Corporate Credit Rating Methodology Rating Methodology for Pharmaceutical Industry |
| Parent/Group Support | NA |
| Consolidation/Standalone | For arriving at the ratings, ICRA has considered the consolidated financials of Biocon Limited. |
About the company
Biocon Limited was initially set up as a joint venture between Biocon Biochemicals Limited of Ireland and Indian entrepreneur Ms. Kiran Mazumdar Shaw in 1978 to manufacture and export enzymes. After Unilever acquired the JV partner and the businesses were restructured, Biocon became an independent entity, and the Indian promoters bought the entire stake in 1998. In 2000, the company commissioned its first fully automated submerged fermentation plant to produce specialty biopharmaceuticals and received USFDA approval for lovastatin in 2001. From being a predominantly fermentation-based APIs and enzymes manufacturer, the company has emerged as an R&D-based biotechnology company having developed its proprietary products and offering research services to global pharmaceutical majors. Biocon, through its subsidiary BBL, recently entered into a collaboration with Adagio Therapeutics for a novel Covid antibody therapy and a strategic alliance with SILS for vaccines and infectious diseases antibodies. The alliance with SILS for vaccines enables BBL to generate a committed revenue stream and related margins, commencing H2 FY2023. Currently, BBL has announced proposed acquisition of biosimilar assets of Viatris Inc., and the transaction is expected to be concluded by H2 CY2022.
Key financial indicators (audited)
| Biocon Consolidated | FY2020 | FY2021 |
|---|---|---|
| Operating Income (Rs. crore) | 6,432.5 | 7,105.8 |
| PAT (Rs. crore) | 899.8 | 925.4 |
| OPBDITA/OI (%) | 26.0% | 23.5% |
| PAT/OI (%) | 14.0% | 13.0% |
| Total Outside Liabilities/Tangible Net Worth (times) | 0.9 | 1.1 |
| Total Debt/OPBDITA (times) | 1.6 | 2.7 |
| Interest Coverage (times) | 25.7 | 28.9 |
PAT: Profit after Tax; OPBDITA: Operating Profit before Depreciation, Interest, Taxes and Amortisation; All ratios are as per ICRA calculations Source: Company and ICRA Research
www.icra .in
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Status of non-cooperation with previous CRA: Not applicable
Any other information: None
Rating history for past three years
| Current Rating (FY2022) | Current Rating (FY2022) | Current Rating (FY2022) | Chronology of Rating History for the Past 3 Years |
Chronology of Rating History for the Past 3 Years |
Chronology of Rating History for the Past 3 Years |
Chronology of Rating History for the Past 3 Years |
|||
|---|---|---|---|---|---|---|---|---|---|
| Type | Date & Rating in FY2022 |
Date & | |||||||
| Amount | Date & Rating | ||||||||
| Instrument | Amount | Outstanding as | in FY2021 |
Date & Rating in FY2020 | Rating in | ||||
| Rated | of Dec 31, | FY2019 | |||||||
| (Rs. crore) | 2021 | Mar 10, 2022 |
Oct 10, 2019 | Mar 15, | |||||
| (Rs. crore) | Jan 29, 2021 | Jul 31, 2018 | |||||||
| 2019 | |||||||||
| 1 | Long-term term loans |
Long Term | 183.83 | 75.00 | [ICRA]AA+& | [ICRA]AA+ (Stable) |
- | - | - |
| 2 | Long-term fund based |
Long Term | -- | -- | - | - | [ICRA]AA+ (Stable) |
[ICRA]AA+ (Stable) |
- |
| 3 | Long-term non- fund based |
Long Term | -- | -- | - | - | [ICRA]AA+ (Stable) |
[ICRA]AA+ (Stable) |
- |
| 4 | Long-term unallocated |
Long Term | 6.17 | -- | [ICRA]AA+& | [ICRA]AA+ (Stable) |
[ICRA]AA+(Stab le) |
[ICRA]AA+( Stable) |
[ICRA]AA+( Stable) |
| 5 | Long- term/short- term fund based/non-fund based |
Long Term/Short Term |
260.00 | -- | [ICRA]AA+& /[ICRA]A1+& |
[ICRA]AA+ (Stable)/ [ICRA]A1+ |
[ICRA]AA+ (Stable)/ [ICRA]A1+ |
[ICRA]AA+ (Stable)/ [ICRA]A1+ |
[ICRA]AA+ (Stable)/ [ICRA]A1+ |
| 6 | Short-term non- fund based |
Short Term | -- | -- | - | - | [ICRA]A1+ | [ICRA]A1+ | [ICRA]A1+ |
&: under rating watch with developing implications
Complexity level of the rated instruments
| Instrument | Complexity Indicator |
|---|---|
| Long-term term loans | Simple |
| Long-term unallocated | NA |
| Long-term/short-term fund based/non-fund based |
Simple/Very Simple |
The Complexity Indicator refers to the ease with which the returns associated with the rated instrument could be estimated. It does not indicate the risk related to the timely payments on the instrument, which is rather indicated by the instrument's credit rating. It also does not indicate the complexity associated with analysing an entity's financial, business, industry risks or complexity related to the structural, transactional, or legal aspects. Details on the complexity levels of the instruments are available on ICRA’s website: www.icra.in
www.icra .in
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Annexure-1: Instrument details
| ISIN | Instrument Name | Date of Issuance |
Coupon Rate | Maturity | Amount Rated (Rs. crore) |
Current Rating and Outlook |
|---|---|---|---|---|---|---|
| NA | Long-term term loans | May 2020 |
3 Months LIBOR + 1.75%p.a. |
June 2027 |
183.83 | [ICRA]AA+& |
| Long-term unallocated | - | - | - | 6.17 | [ICRA]AA+& | |
| Long-term/short-term fund based/non-fund based |
- | - | - | 260.00 | [ICRA]AA+& / [ICRA]A1+& |
Source: Company
Annexure-2: List of entities considered for consolidated analysis
| Company Name | Biocon Ownership | Consolidation Approach |
|---|---|---|
| Syngene International Limited | 70.24% | Full Consolidation |
| Syngene USA Inc. | 100% by Syngene International Limited | Full Consolidation |
| Biocon Biologics Limited | 93.47% | Full Consolidation |
| Biocon Pharma Limited | 100% | Full Consolidation |
| Biocon Academy | 100% | Full Consolidation |
| Biocon SA | 100% | Full Consolidation |
| Biocon FZ LLC | 100% | Full Consolidation |
| Biocon Pharma Inc. | 100% by Biocon Pharma Limited | Full Consolidation |
| Biocon Pharma Ireland Limited | Full Consolidation | |
| Biocon Pharma UK Limited | Full Consolidation | |
| Biocon Pharma Malta Limited | Full Consolidation | |
| Biocon Pharma Malta I Limited | 100% by Biocon Pharma Malta Limited | Full Consolidation |
| Biocon Biosphere Limited | 100% | Full Consolidation |
| Biofusion Therapeutics Limited | 100% | Full Consolidation |
| Biocon Biologics UK Limited (formerly Biocon Biologics Limited) | 100% | Full Consolidation |
| Biocon SDN BHD | 100% by Biocon Biologics UK Limited | Full Consolidation |
| Biocon Biologics Inc. | Full Consolidation | |
| Biocon Biologics Healthcare Malaysia SDN BHD | Full Consolidation | |
| Biocon Biologics Do Brasil Ltda, Brazil | Full Consolidation | |
| Biocon Biologics FZ LLC | Full Consolidation | |
| Neo Biocon FZ LLC,UAE(JV) | 49% | EquityMethod |
| Bicara Therapeutics Inc. | 87% | Equity Method |
Source: Biocon’s annual report FY2021
www.icra .in
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ANALYST CONTACTS
Shamsher Dewan Srikumar Krishnamurthy +91 124 4545 5328 +91 44 45964314 [email protected] [email protected]
Vinutaa S +91 44 4596 4305 [email protected]
Mythri Macherla +91 9701191490 [email protected]
Seetha Pillai +91 7550087070 [email protected]
RELATIONSHIP CONTACT
Jayanta Chatterjee
+91 80 4332 6401 [email protected]
MEDIA AND PUBLIC RELATIONS CONTACT
Ms. Naznin Prodhani
Tel: +91 124 4545 860 [email protected]
Helpline for business queries
+91-9354738909 (open Monday to Friday, from 9:30 am to 6 pm)
About ICRA Limited:
ICRA Limited was set up in 1991 by leading financial/investment institutions, commercial banks and financial services companies as an independent and professional investment Information and Credit Rating Agency.
Today, ICRA and its subsidiaries together form the ICRA Group of Companies (Group ICRA). ICRA is a Public Limited Company, with its shares listed on the Bombay Stock Exchange and the National Stock Exchange. The international Credit Rating Agency Moody’s Investors Service is ICRA’s largest shareholder.
For more information, visit www.icra.in
www.icra .in
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ICRA Limited
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Registered Office
B-710, Statesman House, 148, Barakhamba Road, New Delhi-110001 Tel: +91 11 23357940-45
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Branches
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Contents may be used freely with due acknowledgement to ICRA.
ICRA ratings should not be treated as recommendation to buy, sell or hold the rated debt instruments. ICRA ratings are subject to a process of surveillance, which may lead to revision in ratings. An ICRA rating is a symbolic indicator of ICRA’s current opinion on the relative capability of the issuer concerned to timely service debts and obligations, with reference to the instrument rated. Please visit our website www.icra.in or contact any ICRA office for the latest information on ICRA ratings outstanding. All information contained herein has been obtained by ICRA from sources believed by it to be accurate and reliable, including the rated issuer. ICRA however has not conducted any audit of the rated issuer or of the information provided by it. While reasonable care has been taken to ensure that the information herein is true, such information is provided ‘as is’ without any warranty of any kind, and ICRA in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness or completeness of any such information. Also, ICRA or any of its group companies may have provided services other than rating to the issuer rated. All information contained herein must be construed solely as statements of opinion, and ICRA shall not be liable for any losses incurred by users from any use of this publication or its contents.
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