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Price/Target:
Mkt Cap:
€45.2/€ 50.0
€59bn
Sanofi Aventis (SAN.PA) Sell
Net Cash/(Debt) (FY1) -€862m
Given the weight of speculation surrounding Genzyme and the recent history Carl
Jul 05 Jan 06 Jul 06 Jan 07 Jul 07 Jan 08 Jul 08 Jan 09 Jul 09 Jan 10 Jul 10
Source: FactSet Estimates
Price Price Relative to FTSE All Share
Icahn has had with the Company, we think it is reasonable to assume the
Company is in play. Our merger analysis implies that the most likely area of
common ground between a buyer and a seller is in the range of $70 to $ 80 per
share for Genzyme.
In the current low interest rate environment, Sanofi could pay upto $96 per share
before the deal was dilutive, on an 2011E EPS basis (assumptions included within
the report). HOWEVER, we also note that our DCF valuation for Genzyme
including synergies implies a fair value of no more than about $75 per share.
Using assumptions detailed within, we calculate a transaction at $75 per share,
could be accretive to Sanofi-Aventis’ business net income, by 1.7% in 2011, 6.2%
in 2012 and 12.7% in 2013.
Using a similar logic, we have also performed an accretion / dilution analysis for
other Companies in our European Universe, which provides the conclusion that
the deal would be accretive to the rest of our large cap universe. Given that
Genzyme is in an area, which is attractive to a number of Companies this implies
that there could be considerable competitive tension in the process. We note that
GSK and JNJ (not in our universe) have already been linked to Genzyme and we
could imagine that AZN could be interested in the opportunity, given their patent
cliff.
Nigel Birks
Chris Donnellan
+44 (0)20 7071 4706 EVO Securities makes markets in Sanofi Aventis
chris.donnellan@evosecurities.com This publication was produced by Evolution Securities Limited (ESL). This publication is disseminated in the EEA
by ESL. This publication is disseminated in the US by Evolution Securities US (ESUS); it has not been altered in
any way by ESUS prior to distribution. ESUS is a wholly owned subsidiary of ESL. Under the Markets in Financial
Instruments Directive and the Financial Services Authority’s Conduct of Business Rules, this document is a
marketing communication and has not been prepared in accordance with legal requirements designed to promote
The company has reviewed a draft of this the independence of investment research. Although it is not subject to any legal requirement prohibiting dealing
research note and factual changes have been ahead of the dissemination of investment research, Evolution Securities Ltd upholds this standard through its
internal systems and controls.
made
July 10
2. Its products are mainly biologics (implying a tougher pathway for generics) and
Genzyme generated sales of $4.5bn in 2009 and the largest 3 products are: 1)
Cerezyme (Gaucher’s Disease, 2009 sales=$793m); 2) Sevelamer (renal disease
2009 sales=$707m) and 3) Fabrazyme (Fabry’s Disease 2009 sales=$431m).
Our DCF of Genzyme generates a fair value of $55 to $65 per share, excluding
synergies and $65 - $75 per share including synergies. It is interesting to note that
Genzyme’s all time high stock price was $84 per share in August 2008 and that the
valuation has been impaired following the manufacturing problems they had with
Cerezyme and Fabryzme at the Allston and Haverhill manufacturing plants. It is
interesting to note that assuming a 5% cost of debt, the transaction would be
accretive, on a business net income basis (ie excluding restructuring expenses and
amortisation) at up to $96 per share.
We note activist shareholder, Carl Icahn, has taken a stake in the Company (4%,
according to Bloomberg on 31st March 2011) and has recently forced the addition of
two additional directors onto Genzyme’s board. This implies to us that the Company
is focussed on maximising shareholder value in the short term. Selling shareholders
would aim to use the following reasons to support their valuation:
► The phase 3 trials that are running for Campath in Multiple Sclerosis. First phase
3 data is due in mid 2011 and we have not assumed success in this trial in our
DCF.
► Management has fixed the worst of the manufacturing issues at the Allston and
Haverhill plant and hopes to be able to fully supply the market with Cerezyme by
the end of 2010 and Fabrazyme at some point in 2011.
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July 10
90
85
80
75
70
65
60
55
50
DCF Stand alone DCF Inc synergies Genzyme High 1st Yr post-deal EPS
Neutral
Source: EVO Securities
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July 10
Genzyme Sales as a % of pro-forma group Sales Genzyme EBIT as a % of pro-forma group EBIT
30% 30%
25% 25%
20% 20%
15% 15%
10% 10%
5% 5%
0% 0%
2011 2012 2013 2014 2011 2012 2013 2014
Genzyme Sanofi Genzyme Sanofi
Source: EVO Securities Source: EVO Securities. Note: Includes synergies of 2% Genzyme costs in
2011, 5% in 2012 and 10% in 2013.
We have put together a merger model for Sanofi-Aventis and Genzyme, using the
following assumptions:
► We assume 100% of Genzyme’s free cash flow is used to pay down the debt.
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July 10
MERGED
Sales 34,087 33,292 33,446 34,890 36,123
growth % -0.9% -2.3% 0.5% 4.3% 3.5%
Op costs (21,322) (21,691) (22,063) (23,120) (23,929)
Cost synergies 64 161 321 335 352
EBIT 12,829 11,761 11,703 12,105 12,545
% margin 37.6% 35.3% 35.0% 34.7% 34.7%
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July 10
Price ($) 54.2 59.6 65.0 70.4 75.8 81.3 86.7 92.1
Price (€) 42.0 46.2 50.4 54.6 58.8 63.0 67.1 71.3
Equity value (€m) 11,200 12,320 13,440 14,560 15,680 16,800 17,920 19,040
Enterprise Value (€m) 10,441 11,561 12,681 13,801 14,921 16,041 17,161 18,281
2011 Net Debt / EBITDA 0.44x 0.52x 0.60x 0.67x 0.75x 0.83x 0.91x 0.99x
2011 EBIT / interest 18.6x 17.2x 16.0x 15.0x 14.0x 13.2x 12.5x 11.9x
Source: EVO Securities
In this analysis, we use similar assumptions to those listed above, including a take
out price of $75 for Genzyme. As shown, the acquisition would be positive for all five
of the European companies.
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July 10
Segmental Analysis
Year End Dec - €m 2008A 2009A 2010E 2011E 2012E 2013E 2014E
Lovenox 2,738 3,043 2,891 2,350 2,177 2,043 2,005
Plavix 2,616 2,623 2,236 2,082 2,099 2,102 2,058
Delix / Tritace 513 429 395 355 320 288 259
Avapro / Aprovel 1,202 1,236 1,288 1,302 974 753 671
Multaq 0 25 148 387 679 868 1,169
Cardiovascular/Thrombosis tota 7,069 7,356 6,958 6,477 6,248 6,054 6,162
Taxotere 2,033 2,177 2,116 1,441 1,295 1,227 1,192
Eloxatin 1,348 957 382 939 678 290 250
Copaxone 622 467 463 460 46 0 0
Oncology / Immunology total 4,003 3,601 2,961 2,840 2,019 1,516 1,442
Ambien / Stilnox 370 376 415 448 477 511 540
Ambien CR 459 498 484 97 92 87 83
Depakine 323 329 329 313 297 282 268
CNS total 1,152 1,202 1,228 857 866 880 891
Lantus 2,450 3,080 3,482 3,796 4,046 4,297 4,551
Amaryl 387 416 441 451 462 474 489
Diabetes total 2,837 3,496 3,923 4,246 4,508 4,772 5,040
Allegra 688 745 492 522 539 549 560
Xyzal 93 115 138 152 156 159 163
Actonel 330 264 224 180 144 115 57
Xatral 331 296 296 133 60 54 49
Nasacort 241 220 198 188 179 170 161
Ketek 20 21 21 21 21 21 21
Apidra 171 137 166 191 214 235 254
Sculptra 82 90 97 107 117 129 129
Acomplia 72 0 0 0 0 0 0
Internal Medicine total 2,028 1,888 1,632 1,493 1,429 1,432 1,394
Polio / Whopping cough/ Hib Vaccin 768 968 968 1,113 1,225 1,335 1,442
Influenza Vaccines 736 1,062 1,075 700 735 772 810
Travel Vaccines 309 313 351 379 398 417 438
Meningitis 68 80 88 94 99 104 109
Adult Boosters 399 406 426 439 452 466 480
Menactra 404 445 467 491 554 621 683
Other Vaccines 174 179 346 381 411 320 339
Acambis (ACAM2000-Smallpox) 3 30 32 33 35 36 38
Pipeline Vaccines 0 0 0 0 0 0 50
Total Vaccines 2,861 3,483 3,753 3,630 3,909 4,071 4,390
Other Prescription Pharma 7,577 5,867 5,545 5,212 5,004 4,803 4,611
Generics: 0 1,010 1,357 1,480 1,607 1,745 1,897
OTC 41 1,401 1,902 2,079 2,183 2,292 2,407
Teriflunamide 0 0 0 0 0 25 75
Afibercept 0 0 0 0 40 100 200
AVE0010 (GLP-1) 0 0 0 20 50 100 150
AVE 5026 0 0 0 0 5 25 100
other pipeline 0 0 0 0 45 175 375
Jevtana 0 0 0 50 150 240 340
Pipeline total 0 0 0 70 290 665 1,240
Sales 27,568 29,304 29,258 28,384 28,062 28,231 29,473
% Growth -2% +6% 0% -3% -1% +1% +4%
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July 10
Income Statement
Year End Dec - €m 2008A 2009A 2010E 2011E 2012E 2013E 2014E
Sales 27,568 29,304 29,258 28,384 28,062 28,231 29,473
Other Revenue 1,249 1,443 1,595 1,629 855 469 416
Cost of sales (7,335) (7,853) (8,631) (8,657) (8,559) (8,611) (8,989)
Gross profit 21,482 22,894 22,222 21,356 20,358 20,090 20,900
Gross profit margin 77.9% 78.1% 76.0% 75.2% 72.5% 71.2% 70.9%
SG&A (7,168) (7,325) (6,964) (6,812) (6,735) (6,776) (7,044)
R&D (4,575) (4,583) (4,272) (3,974) (3,929) (3,952) (4,126)
Total operating costs (11,720) (11,743) (11,297) (10,943) (10,843) (10,928) (11,481)
Pre-exceptional operating incom 9,942 12,025 12,231 11,894 10,441 9,846 10,120
Pre-exceptional margin 36.1% 41.0% 41.8% 41.9% 37.2% 34.9% 34.3%
Operating exceptionals (578) (1,100) 0 0 0 0 0
Profit/loss JVs/Associates
Reported EBIT 9,364 10,925 12,231 11,894 10,441 9,846 10,120
EBIT margin 34.0% 37.3% 41.8% 41.9% 37.2% 34.9% 34.3%
Net financials (232) (300) (307) (176) (93) (17) 46
Pre-tax profit 9,132 11,252 11,923 11,718 10,347 9,828 10,166
Tax (2,333) (2,626) (3,339) (3,281) (2,897) (2,752) (2,846)
Tax Rate 25.5% 23.3% 28.0% 28.0% 28.0% 28.0% 28.0%
Share of profit/loss associates 890 1,082 1,436 1,594 1,007 743 748
Minorities (441) (427) (350) (332) (301) (279) (267)
Net income 7,248 8,626 8,585 8,437 7,450 7,076 7,319
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July 10
Balance sheet
Year End Dec - €m 2008A 2009A 2010E 2011E 2012E 2013E 2014E
Fixed assets 6,961 7,830 8,161 8,363 8,463 8,484 8,470
Goodwill 28,163 29,733 29,733 29,733 29,733 29,733 29,733
Intangible Assets 15,260 13,747 11,169 8,591 6,013 6,713 7,413
Long-term assets 56,584 56,175 56,851 56,069 54,598 56,062 57,496
Inventories 3,590 4,444 4,381 4,069 4,111 4,217 4,407
Accounts receivable 5,303 6,015 5,685 5,420 5,557 5,852 5,896
Cash 4,226 4,692 7,188 11,646 15,235 16,935 18,755
Current Assets 15,403 17,532 19,632 23,450 27,195 29,308 31,451
Total assets 71,987 73,707 76,483 79,519 81,793 85,370 88,947
Long-term debt 4,173 5,961 5,461 5,461 5,461 5,461 5,461
Pension liabilities 4,068 4,342 4,342 4,342 4,342 4,342 4,342
Long-term liabilities 17,571 19,205 18,705 18,705 18,705 18,705 18,705
Short-term debt 1,833 2,866 2,866 2,866 2,866 2,866 2,866
Accounts payable 2,791 2,654 2,475 2,332 2,406 2,566 2,590
Current liabilities 9,345 10,965 10,786 10,643 10,717 10,877 10,901
Total liabilities 26,916 30,170 29,491 29,348 29,422 29,582 29,606
Shareholder funds 44,866 48,188 51,619 54,771 56,940 60,322 63,836
Minorities 205 258 282 309 340 375 414
Total equity and liabilities 71,987 78,616 81,392 84,428 86,702 90,279 93,856
Gearing
Year End Dec 2008A 2009A 2010E 2011E 2012E 2013E 2014E
Net Debt/EBITDA 0.1x 0.3x 0.1x 0.0 0.0 0.0 0.0
Interest cover 42.9x 40.1x 39.8x 67.6x 111.9x 573.7x 0.0
Net cash/(Net debt) (1,377) (3,858) (862) 3,596 7,185 8,885 10,705
Dividend cover 2.6x 2.7x 2.6x 2.5x 2.2x 2.2x 2.2x
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July 10
Disclosures
Analyst details
Key: Analyst has financial interest, Analyst has material interest, Á Analyst is a director, Analyst has a business interest, ¡ EVO Securities is broker and/or advisor and has in
the last twelve months acted as broker and/or advisor or provided investment banking services, for which it has received compensation within the next three months, EVO
Securities is no longer broker and/or advisor, but has in the last twelve months acted as broker and/or advisor or provided investment banking services, for which they have
received compensation or are expecting compensation within the next three months, EVO Securities makes markets in the company, ® EVO Securities has shareholdings in the
Company in excess of 5%, ´ The Company has shareholdings in Evolution Group plc in excess of 5%
Recommendation history chart (for the last 12 months to previous days close)
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52
50
48
46
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Jun 09 Jul 09 Aug 09 Sep 09 Oct 09 Nov 09 Dec 09 Jan 10 Feb 10 Mar 10 Apr 10 May 10 Jun 10 Jul 10
Not Rated
1%
Not Rated Buy
1% 44%
Sell Buy
10% 52%
Sell
12%
Reduce
4%
Reduce
5%
Add Buy
15% 85% Add
16%
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July 10
The following Evolution research teams adopt a sector relative approach to recommendations: Banks, Property, Gold
(*A sector comprises stocks covered by one or more analysts which share a common industry and which together constitute those analysts’ coverage
universe)
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