Attached files
| file | filename |
|---|---|
| EX-99.2 - PRESS RELEASE - COOPER COMPANIES, INC. | d362335dex992.htm |
| EX-99.1 - PRESS RELEASE - COOPER COMPANIES, INC. | d362335dex991.htm |
| 8-K - FORM 8-K - COOPER COMPANIES, INC. | d362335d8k.htm |
 Tender Offer
for Origio June 4, 2012
A Quality of Life Company
TM
Exhibit 99.3 |
 This
presentation contains forward-looking statements as defined by the Private Securities
Litigation Reform Act of 1995, including all revenue and earnings per share guidance,
statements regarding anticipated closing of a transaction and the terms of a transaction,
and other statements regarding anticipated results of operations, market conditions and
integration of any acquisitions. Forward-looking statements necessarily
depend on assumptions, data or methods that may be incorrect or imprecise and are
subject to risks and uncertainties. Actual results and future actions of the Company
could differ materially from the projections made in this presentation.
Additional
information concerning factors that could cause material differences can be found in
Cooper’s periodic filings with the Securities and Exchange Commission.
They are
available publicly and on request from Cooper’s Investor Relations department.
2
Forward Looking Statements |
 Company
Description Founded in 1987, Denmark-based Origio develops, manufactures and
distributes highly specialized products that target in vitro fertilization (IVF)
treatment with a goal to make fertility treatment safer, more efficient and
convenient
#1
market
share
position
in
the
global
IVF
market
1
Well-developed
sales
and
distribution
organization;
strong
management
team
with
industry
expertise
2011 revenue of DKK 370 million (approximately US$65 million)
Product / Geographic Portfolio
Extensive
product
portfolio:
IVF
media,
ICSI
needles,
retrieval
needles,
catheters
and
equipment
Strong international market presence with sales offices in 13 countries and specialized
manufacturing sites in three countries (headquartered in Copenhagen, Denmark)
Other
Publicly traded company listed on the Oslo Stock Exchange (OSE: ORO)
Approximately 320 employees
Company website at www.origio.com
3
Tender Offer for Origio
Origio Overview
Note: 1. Market
share
based
on
annual
sales.
Global
IVF
market
excludes
pharmaceuticals.
Source: Management estimates |
 4
Attractive Market Opportunity
Global
IVF
Market
Size
(2011E):
Approx. $223M, up 12% YoY driven by
geographic expansion
Geographically Diversified Global
Market:
Top Markets Include: U.S./Canada,
Japan, China, India, France
Call Points:
Approx. 2,700 IVF Centers Globally
with approximately 450 in the U.S.
Global IVF Market
By Competitor
Note:
1.
Market
share
based
on
annual
sales.
Global
IVF
market
excludes
pharmaceuticals.
Source: Management estimates
Origio
32%
Vitrolife
23%
Cook
16%
Irvine
11%
CSI (Sage)
7%
Other
11%
1
1 |
 Strengthens
CooperSurgical’s women’s healthcare franchise by providing significant scale to
existing Fertility business Global market with strong growth characteristics
Recession resistant product portfolio
Limited reimbursement risk (US is primarily private pay)
Expanded international presence
Effective utilization of available off-shore cash and credit facilities
5
Tender Offer for Origio
Strategic Rationale
Financial Rationale |
 Purchase
Price NOK 28 per share all cash offer
–
US$189M total purchase price (approx. $151 million equity and $38 million net debt)
Financing
Available off-shore cash and credit facilities
EPS Impact
Excluding one-time charges, neutral to fiscal 2012 EPS
Excluding one-time charges, slightly accretive to fiscal 2013 EPS
Process
Expected
voluntary
tender
offer
period
June
4
–
June
22
Anticipated close during fiscal third quarter 2012
Other
Origio’s board of directors unanimously recommend the offer which it believes to be
attractive in terms of value and in the interest of shareholders, the employees and
other stakeholders. Cooper has conditioned its offer on the tender of 90% of
Origio’s shares. Danish corporate law requires at least 90% share ownership to
squeeze out minority shareholders who do not sell their shares in the tender offer.
6
Tender Offer for Origio
Key Offer Terms |