Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - COOPER COMPANIES, INC. | d741197dex991.htm |
| 8-K - 8-K - COOPER COMPANIES, INC. | d741197d8k.htm |
 Acquisition of
Sauflon Pharmaceuticals Ltd June 30, 2014
Exhibit 99.2 |
 Forward-Looking Statements
June 30, 2014
2
This presentation contains "forward-looking statements" as defined by the
Private Securities Litigation Reform Act of 1995. Statements relating to
guidance, plans, prospects, goals, strategies, future actions, events or performance and other
statements which are other than statements of historical fact, including all statements
regarding the proposed acquisition of Sauflon including Sauflon’s financial position, market position, product development
and business strategy, expected cost synergies, expected timing and benefits of the
transaction, as well as estimates of our and Sauflon’s future expenses, sales and
earnings per share are forward-looking. To identify these statements look for words like "believes," "expects," "may," "will,"
"should," "could," "seeks," "intends," "plans,"
"estimates" or "anticipates" and similar words or phrases. Forward-looking statements necessarily
depend on assumptions, data or methods that may be incorrect or imprecise and are subject to
risks and uncertainties.
Among the factors that could cause our actual results and future actions to differ materially
from those described in forward-looking statements are: acquisition-related
adverse effects including the failure to close the Sauflon acquisition, the failure to successfully obtain anticipated revenues, margins
and earnings benefits of the Sauflon acquisition, integration delays or costs and the
requirement to record significant adjustments to the preliminary fair value of assets
acquired and liabilities assumed within the measurement period, required regulatory approvals for the Sauflon acquisition not being
obtained or being delayed or subject to conditions that are not anticipated, adverse impacts
of contingent liabilities or indemnification obligations, increased leverage and lack
of access to available financing (including financing for the acquisition or refinancing of debt owed by us or Sauflon on a
timely basis and on reasonable terms); adverse changes in the global or regional general
business, political and economic conditions due to the current global economic
downturn, including the impact of continuing uncertainty and instability of certain European Union countries that could adversely affect
our or Sauflon’s global markets; foreign currency exchange rate and interest rate
fluctuations including the risk of further declines in the value of the yen and the
euro that would decrease our or Sauflon’s revenues and earnings; a major disruption in the operations of our or Sauflon’s manufacturing,
research and development or distribution facilities due to technological problems, natural
disasters or other causes; disruptions in supplies of raw materials, particularly
components used to manufacture our or Sauflon’s silicone hydrogel lenses; limitations on sales following product introductions
due to poor market acceptance; new competitors, product innovations or technologies; reduced
sales, loss of customers and costs and expenses related to recalls; new U.S. and
foreign government laws and regulations, and changes in existing laws, regulations and enforcement guidance, which affect the
medical device industry and the healthcare industry generally; failure to receive, or delays
in receiving, U.S. or foreign regulatory approvals for products; failure to obtain
adequate coverage and reimbursement from third party payors for our products; compliance costs and potential liability in connection
with U.S. and foreign healthcare regulations, including product recalls, and potential losses
resulting from sales of counterfeit and other infringing products; legal costs,
insurance expenses, settlement costs and the risk of an adverse decision or settlement related to product liability, patent
protection or other litigation; changes in tax laws or their interpretation and changes in
statutory tax rates; the requirement to provide for a significant liability or to write
off, or accelerate depreciation on, a significant asset, including goodwill; the success of our or Sauflon’s research and development
activities and other start-up projects; dilution to earnings per share from the Sauflon
acquisition or other acquisitions or issuing stock; changes in accounting principles or
estimates; environmental risks and other events described in our Securities and Exchange Commission filings, including the
"Business" and “Risk Factors” sections in the Company’s Annual Report
on Form 10-K for the fiscal year ended October 31, 2013, as such Risk Factors may
be updated in quarterly filings.
We caution investors that forward-looking statements reflect our analysis only on their
stated date. We disclaim any intent to update them except as required by law. |
 Company
Description Manufactures and distributes soft contact lenses and solutions, including a
full suite of 1-Day silicone hydrogel products (sphere, toric and
multifocal) Forecasted
2014
revenue
of
$210
million
1
,
up
22%
year-over-year
Product / Geographic Portfolio
Lead
product:
clariti®
1day
(sphere,
toric
and
multifocal)
–
Received FDA clearance in August 2013; launched in the US in March 2014
Global presence with sales offices in over 10 countries and products sold in over 50
countries Primary operations in UK and Hungary
Other
Privately-held
in
the
UK
with
~1,000
employees
Company website: sauflon.co.uk
Acquisition of Sauflon Pharmaceuticals Ltd
Sauflon Overview
Note: 1. Sauflon’s forecasted revenue for fiscal year ending 10/31/14
Source: Management estimates
June 30, 2014
3 |
 Consistent with
CooperVision’s strategy to expand presence in underpenetrated
areas
–
1-Day
silicone
hydrogel
lenses
1-Day silicone hydrogel lenses account for approximately $400M of the global
$3.1B 1-Day market
Significantly accelerates CooperVision’s 1-Day franchise
Enables a multi-tier 1-Day strategy with a full suite of silicone hydrogel and
hydrogel lenses available in all product categories (sphere, toric and multifocal)
Enhances position with key retailers
Provides opportunities for synergy
Halo
effect
–
selling
existing
products
into
new
accounts
given
demand
for
1-Day
silicone hydrogels
Capitalizes
on
CooperVision’s
global
footprint
to
aggressively
roll
out
clariti®
1day
Acquisition of Sauflon Pharmaceuticals Ltd
Strategic Rationale
June 30, 2014
4
Source: Management estimates |
 Purchase
Price Approximately
$1.2B
1
Financial Impact
Accretive
to
earnings
per
share
in
fiscal
2015
2
Additional guidance to be provided on fiscal Q3 2014 earnings call and at 9/11/14
Analyst Day
Process
Subject to regulatory approval; closing anticipated prior to the
end of fiscal 2014
Financing with off-shore cash and credit facilities
Acquisition of Sauflon Pharmaceuticals Ltd
Key Deal Terms
Notes:
June 30, 2014
5
1.
British Pound purchase price converted to US dollar at a rate of 1.70
2.
Excludes one-time charges and deal-related amortization and assumes closing
before end of fiscal year 2014; fiscal 2015 ending 10/31/15 |
 10%
global
growth
in
calendar
2012
and
2013;
2%
growth
in
FRP
2
during
2012
and
2013
–
25% growth in 2013 for 1-Day silicone hydrogel; anticipated to grow over 20% per year to
2018 Today only 13% of 1-Day sales are silicone versus 71% of FRP sales
Attractive Opportunity
Market Growth by Geography in Calendar 2013
Fastest
Growing
Modality
in
the
Global
SCL
1
Market
June 30, 2014
6
Note:
1. SCL refers to Soft Contact Lenses
2. FRP refers to Frequent Replacement which includes two-week and monthly lenses
Source: Management estimates
1-Day continues to be the fastest growing modality
US
EMEA
Japan |
 Competitive
Landscape Global SCL Market
By Competitor
Source: Management estimates
EMEA SCL Market
By Competitor
Cooper vs. Its Peers
June 30, 2014
7 |
 Sauflon has
great momentum in 1-Day silicone hydrogel Forecasted revenue in fiscal 2014 of $85
million, up 43% year-over-year Strong European presence and recent entry into
the US Proven technology with strong brand recognition
Once integrated into CooperVision, we expect to accelerate Sauflon’s growth
Ability to more aggressively roll out clariti®
in the US and Asia Pacific utilizing
existing infrastructure
Ability to support a more aggressive CapEx program to support multi-year growth
A Winning Combination
Cooper and Sauflon
June 30, 2014
8 |