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Diasorin — M&A Activity 2016
Mar 30, 2016
4129_rns_2016-03-30_913d3dfe-88f2-4692-a6ef-159d774dccbc.pdf
M&A Activity
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Planned Acquisition of Focus Diagnostics' Product Business
30 March 2016
The acquisition is of the Focus Diagnostics products business; it does not include certain clinical laboratories operating under that brand name which will continue to operate as part of Quest.
Disclaimer
These statements are related, among others, to the intent, belief or current expectations of the customer base, estimates regarding future growth in the different business lines and the global business, market share, financial results and other aspects of the activities and situation relating to the Company.
Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those expressed in or implied by these forward-looking statements as a result of various factors, many of which are beyond the ability of DiaSorin S.p.A. to control or estimate precisely.
The Company does not undertake to update or otherwise revise any forecasts or objectives presented herein, except in compliance with the disclosure obligations applicable to companies whose shares are listed on a stock exchange.
Luigi De Angelis, the Officer Responsible for the preparation of corporate financial reports of DiaSorin S.p.A., in accordance with the second subsection of art. 154-bis, part IV, title III, second paragraph, section V-bis, of Legislative Decree February 24, 1998, no. 58, declares that, to the best of his knowledge, the financial information included in the present document corresponds to book of accounts and book-keeping entries.
Focus: business description
Title of presentation Planned acquisition of Focus Diagnostics' Product Business - March 30, 2016 4
Focus' Product Business at a glance
Who is Focus Diagnostics
- Focus Diagnostics manufactures and distributes best-in-class:
- molecular products
- classic (serology) tests
- diagnostic solutions
for emerging infectious diseases for hospitals and commercial labs worldwide
- Founded in 1978 and acquired by Quest Diagnostics in 2006
-
Headquartered in Cypress, CA with approximately 180 employees
-
~ 80% of revenues in the US
- ~ 20% of international revenues, out of the US
Focus' Product Business at a glance
What Focus Diagnostics offers
| Molecular Diagnostics |
|
|---|---|
| TM | Real-time PCR assays for quantitative, qualitative and multi-analyte detection |
| ASRs | Analyte Special Reagents (ASR) |
| Immunoassay ELISA + IFA |
|
| Type specific classic tests aid in presumptive diagnosis of HSV-1 and HSV-2 | |
| ELISA and IFA/IHA kits for emerging infectious diseases |
Title of presentation Planned acquisition of Focus Diagnostics' Product Business - March 30, 2016 5
Focus Molecular Diagnostic solutions
Integrated Cycler: SIMPLEXA
Technology originally developed by 3M, PCR-based, enabling easy handling of molecular diagnostic testing in the labs
- The Integrated Cycler is:
- a versatile, practical laboratory instrument
- scalable, flexible, small and fast
- easily integrated into a lab's daily operations
Title of presentation Planned acquisition of Focus Diagnostics' Product Business - March 30, 2016 6
Functioning of the Integrated Cycler
Ease of use
1
Load
2
Run
3
-
Scan Assay Barcode 2. Scan Reagent Lot 3. Scan DAD ID 4. Scan Patient ID
-
Lift foil from wells 2. Pipette REACTION Mix into «R» well
-
Pipette specimen into «SAMPLE» well
-
Re-seal wells with foil. Tear off perforated edge
Place Direct Amplification Disc in the instrument and close lid. Click «Save» and then click «Run»
Title of presentation Planned acquisition of Focus Diagnostics' Product Business - March 30, 2016 7
Molecular Diagnostic tests portfolio
Title of presentation Planned acquisition of Focus Diagnostics' Product Business - March 30, 2016 8
US Catalog
Immunoassay ELISA tests portfolio
Rationale and financing of the planned acquisition
The rationale of the planned acquisition
A perfect fit with the business expectations
MOLECULAR DIAGNOSTICS: Infectious disease menu expansion
It will allow DiaSorin to compete in the Molecular Diagnostics segment with a set of specialty products, a market which is experiencing rapid growth in the United States and in Europe
ELISA IMMUNOASSAY: Broadening menu on specialties
Focus products also include a competitive catalogue of specialty ELISA assays that can be added to the DiaSorin product line and effectively distributed on DiaSorin's ELISA instrumentation in all countries where these products have a large potential (e.g. Asia and South America)
US: DiaSorin market presence strengthened
It is an acquisition in the US market in line with DiaSorin strategy to strengthen its presence in this market in the years to come, with the aim of making the US 50% of the total Company turnover in the near future.
Cypress, the current headquarter of Focus, will become the global headquarter for the DiaSorin's Molecular Diagnostic business.
US MARKET SHARE: Access to >200 hospitals
This acquisition brings along access to a qualified customer base in the US made up by approx. 200 large hospitals. Leveraging on the Focus relationship with these customers, DiaSorin wants to increase its penetration in this segment with its current LIAISON products
Title of presentation Planned acquisition of Focus Diagnostics' Product Business - March 30, 2016 11
Sales expansion of Focus products
Sales expansion of the Focus Diagnostics products leveraging the current DiaSorin global presence
New DiaSorin positioning in the US market
Planned acquisition of Focus Diagnostics' Product Business - March 30, 2016 13
Financing of the planned acquisition
Financing
Price of the transaction
The price for the transaction is \$ 300 million on a debt free cash free basis, with an agreed normalized level of trade receivables and payables
Funding
The cash transaction will be funded through available cash and a line of credit available to the company
Scope of the acquisition
All the employees of the Company (approx. 180), together with the tangible and intangible assets of Focus used by the Company in developing, manufacturing and distributing its molecular diagnostic products and its traditional immunoassay ELISA products, including among other the relevant IP, contracts and customer list
Accretion to DiaSorin EPS
The transaction is expected to be immediately accretive to DiaSorin's ongoing earnings per share upon close
Title of presentation Planned acquisition of Focus Diagnostics Inc. - March 30, 2016 14
Focus: Financials
Focus Products' Financials 2015*
2015A Financials*
* financial data is unaudited