Attached files
| file | filename |
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| 8-K - FORM 8-K - FMC CORP | fmc8k03312017.htm |
| EX-99.1 - EXHIBIT 99.1 - FMC CORP | fmcex99103312017.htm |
FMC Corporation Announces
Transactions with DuPont
March 31, 2017
2
Safe Harbor Statement
Safe Harbor Statement under the Private Securities Act of 1995: Statements in this news release
that are forward-looking statements are subject to various risks and uncertainties concerning
specific factors described in FMC Corporation's 2016 Form 10-K and other SEC filings. Such
information contained herein represents management's best judgment as of the date hereof
based on information currently available. FMC Corporation does not intend to update this
information and disclaims any legal obligation to the contrary. Historical information is not
necessarily indicative of future performance.
Non-GAAP Financial Terms
These slides contain certain “non-GAAP financial terms” which are defined on our website
www.fmc.com. In addition, we have also provided on our website at www.fmc.com reconciliations
of non-GAAP terms to the most directly comparable GAAP term. Amounts in this presentation
focus on Adjusted Earnings for all EBIT, EBITDA and EPS references.
Although we provide forecasts for adjusted EPS and adjusted cash from operations (both of
which are non-GAAP financial measures), we are not able to forecast the most directly
comparable measures calculated and presented in accordance with GAAP. Certain elements of
the composition of the GAAP amounts are not predictable, making it impractical for us to forecast.
Such elements include, but are not limited to restructuring, acquisition charges, and discontinued
operations and related cash activity. As a result, no GAAP outlook is provided.
3
Transaction Overview
FMC to Acquire Crop Protection Business DuPont to Acquire H&N from FMC
• 2017 estimated revenue ~$1.5 billion(1)
• Global chewing pest insecticide portfolio
− Rynaxypyr®, Cyazypyr® and Indoxacarb
• Global cereal broadleaf herbicide portfolio
• Global R&D capabilities
− Discovery facility and 14 field biology /
development centers
− Existing discovery pipeline of 15 active
ingredients covering herbicides,
insecticides and fungicides
• 14 manufacturing and formulation facilities
• All IP, required registrations, data, etc.
associated with the acquired products /
pipeline
• DuPont acquiring FMC Health and Nutrition
− Will become part of DuPont’s Nutrition
& Health segment
• Cash payment to DuPont of $1.2 billion(2) at
closing
1) FMC estimate
2) Subject to adjustment based on actual working capital delivered at closing
Transaction Timing
• Close of transactions expected in 4Q ’17
− Contingent on closing of Dow and
DuPont merger
− Contingent on customary closing
conditions and regulatory approvals
4
Strategic Rationale
• Fundamentally repositions FMC’s Ag Solutions business
o “Tier One,” innovation-led company
o #5 position globally, ~$3.8 billion pro-forma revenues (2017)(1)
• Enhances the portfolio
o Complementary selective insecticide portfolio and broader, more balanced herbicide portfolio
o Adds substantial position in cereals and enhances position in multiple other crops
o Significantly increases market presence in Europe and Asia, creating a balanced global
footprint
o Strong IP protection, through Active Ingredient patents, formulations and delivery technology
• Transforms FMC’s innovation capabilities
o Unique opportunity to acquire world-class R&D capabilities
o Creates step-change in FMC’s ability to discover and develop new Active Ingredients
o Product development pipeline fits well with FMC’s existing pipeline
• Diversifies operational capabilities with addition of global manufacturing footprint
o Adds optionality to future manufacturing operations
1) FMC estimate
5
Enhanced Portfolio
B
y Re
gi
on
B
y
Tech
no
lo
gy
25%
33%
23%
19%
NA LA Europe + MEA APAC
43%
38%
13%
6%
Herbicide Insecticide Fungicide Seed Treatment, Biologicals and Other
37%
51%
8%
4%
22%
28% 25%
25%
Current FMC Ag Solutions New FMC Ag Solutions
Herbicide Insecticide Fungicide Plant Health and Other
23%
NA LA Europe + MEA APAC
6
Enhanced Portfolio
In
sectici
de
s
Her
bici
de
s
Current FMC Ag Solutions New FMC Ag Solutions
Broad-spectrum Selective Chewing Selective Piercing-sucking Acaricides
Pre-emerg. Broadleaf Pre-emerg. Cross-spectrum Post- Grass Post- Broadleaf Post- Cross-spectrum
40%
56%
2% 2%
90%
5% 5%
Broad-spectrum Selective Chewing Selective Piercing-sucking Acaricides Biologicals Others
43%
30%
5%
16%
6%
FMC
Pre-plant/pre-emerg
grass
Pre-plant/pre-emerg BL
Pre-plant/pre-emerg
cross-spectrum
Post grass
Post BL
Post cross-spectrum
30%
21%9%
35%
5%
FMC+X
Pre-plant/pre-emerg grass
Pre-plant/pre-emerg BL
Pre-plant/pre-emerg
cross-spectrum
Post grass
Post BL
Post cross-spectrum
7
Combined R&D Model
1) FMC facilities in U.S.; China; India; France; Brazil; Philippines; and Denmark
2) R&D personnel only
3) Discovery facility in Newark, DE plus 14 field biology facilities / development centers
YEARS 0 1 2 3 4 5 6 7 8 9 10 11 12
Traditional
AI Model
FMC AI
Development
Model
Acquired
R&D Capability
Pro Forma
FMC
(Synthetic
Chemistries)
Field
Trials
Formul.
Develop.
Full Reg.
Launch
Toxicology, Metabolism,E-Fate, Ecotoxicology, Residues
Discovery
Chemistry & Biology
Green
House
Process
Synthesis
~340 Employees1
~810 Employees
23 R&D Facilities
~470 Employees2
15 R&D Facilities3
8 R&D Facilities1
Development Timeline
S
ynth
eti
c
Chem
is
tr
y
B
io
log
ic
al
s
Reg Subm.
YEARS 0 1 2 3 4 5 6
FMC R&D
Model Discovery/screening (lab & greenhouse) Formulation
Development
Initial Strain Selection
Field Trials
Full Reg.
Strain Optimization
Launch
Marketing
Data Development
8
YEARS 0 1 2 3 4 5 6 7 8 9 10 11 12
FMC AGS
Pipeline
Acquired
Pipeline
TVE29
Combined R&D Pipeline for Synthetic AI’s
Fungicide Insecticide Herbicide
Launch
F4260
Valifenalate
F4050
F9650
F9990
F9944
F9600
F4177
F9960
Liquid SUs R7N80
UGZ56
TXE05
TNQ23
SGF45
U5F59
RZS12
EMN08
V9Y12
THQ25
SJC17
WLR08
V9X39
Development Timeline
Process
Synthesis
Field Trials Formul.
Develop.
Reg
Subm.
Full Reg. Green
House
Toxicology, Metabolism,E-Fate, Ecotoxicology, Residues
Discovery
Chemistry & Biology
UCQ09
9
Overview of Transaction Economics
(1)
1) Information included is forecasted non-GAAP financial information. As certain elements of the comparable GAAP measures are not predicable and cannot be estimated at this time, we are unable
to provide a reconciliation to the corresponding GAAP amounts.
2) Represents FMC’s estimate of the 2017 EBITDA of the acquired business, if it were a standalone business. EBITDA is a non-GAAP financial term and represents earnings before interest, taxes,
depreciation, and amortization. Refer to definitions at the beginning of this presentation.
3) Subject to adjustment based on actual working capital delivered at closing.
4) Modeling assumptions are FMC’s best estimates based on information known to date.
$mm
Ag Transaction EBITDA (2017 standalone basis)(2) 475
H&N divested EBITDA (2017 guidance midpoint) (230)
Net incremental EBITDA acquired 245
Cash Payment to DuPont by FMC(3) 1,200
Modeling Assumptions(4) $mm
Total Incremental Debt 1,500
Interest rate 3.0%
Depreciation 35
Purchase Price Accounting Amortization 50
Incremental tax rate 25%
Shares outstanding (mm) 134.5
Implied Incremental EPS ($) - 2017 basis $0.64
2018 Incremental Pre-Tax Earnings ($mm) 65
Implied Incremental EPS ($) - 2018 basis $1.00