24
Acquisition of EMD/Merck Crop BioScience Inc. Investor announcement & conference call December 20, 2010

Acquisition of EMD/Merck Crop BioScience Inc

  • Upload
    others

  • View
    2

  • Download
    0

Embed Size (px)

Citation preview

Page 1: Acquisition of EMD/Merck Crop BioScience Inc

Acquisition of EMD/Merck Crop BioScience Inc.

Investor announcement &

conference call

December 20, 2010

Page 2: Acquisition of EMD/Merck Crop BioScience Inc

Safe harbor statement

This presentation and its related comments contain forward-looking statements, including financial expectations.

Forward-looking statements are by their very nature associated with risks and uncertainties that may cause actual results to differ materially from expectations.

The uncertainties may include unexpected developments in the international currency exchange and securities markets, market-driven price decreases for Novozymes’ products, and the introduction of competing products within Novozymes’ core areas.

2

Page 3: Acquisition of EMD/Merck Crop BioScience Inc

Agenda

• Introduction

• Strategic rationale

• Describing and defining the ag biologicals business

• Impact on Novozymes’ financials

Participating in the call from Novozymes:

Steen Riisgaard, President and CEO

Thomas Videbæk, EVP & Head of BioBusiness

Benny D. Loft, EVP and CFO

Trevor Thiessen, President, Novozymes BioAg business

Investor Relations

3

Page 4: Acquisition of EMD/Merck Crop BioScience Inc

Part of Novozymes’ Overall Strategy

• Part of our ongoing strategy to expand BioBusiness

• DKK 6 billion by 2018

• As stated before -> partly from acquisitions

• Novozymes’ existing BioAg business proven successful

• Philom Bios (Canada) in 2007

• Turfal (Brazil) in 2010

• Need for more sustainable solutions for the agriculturalindustry as larger population puts pressure on supply and natural resources

• Aligned with our ambition:

• Complementing technology platform

• An industry where our technology can make a difference

• Supportive of our long-term expectations

4

Page 5: Acquisition of EMD/Merck Crop BioScience Inc

The Acquisition of EMD/Merck Crop Bioscience – Introduction

• Novozymes has today announced an agreement with Merck KGaA to acquire EMD/Merck Crop BioScience

• Novozymes will become a global leader in biofertility solutions for the agricultural biologicals (ag biologicals) business, and a major player in the ag biologicals industry

• The acquisition strengthens Novozymes’ presence in the growing ag biologicalsmarket, complementing the existing product range and geographical scope

• Expected sales for EMD/Merck Crop Bioscience in 2010 around USD 60 million (DKK 340 million)

• Average annual sales growth of roughly 15% over the last 7 years

• EBIT margins supportive of Novozymes’ long-term expectations (> 20%)

• Purchase price of USD 275 million in cash (DKK 1.55 billion)

• Financed from existing financial resources

5

Page 6: Acquisition of EMD/Merck Crop BioScience Inc

Strategic Rationale

• Established and proven technology

• Well-defined and proven technology on numerous soils and crops –

EMD/Merck Crop Bioscience dates back to 1898

• Growing opportunity for biological solutions for the agricultural industry

• Current opportunity: Biofertility ~ USD 250 million

• Additional opportunity ~ USD 750 million in bioyield enhancers and biocontrol

• Cost-efficient and environmentally-friendly solutions

• Biofertility market expected to double in the next 7 years

• Strategic fit

• With Novozymes’ existing BioAg business: complementary markets and products

• With Novozymes’ unique biotechnology platform: joint use can bring a new

level of innovation to the biofertility, bioyield and biocontrol markets

• Worldwide presence

• EMD/Merck Crop Bioscience has a strong presence in the US and South America -

Novozymes has strong presence in Canada and Brazil

• Exciting R&D pipeline

• Supportive of Novozymes’ long-term targets

• Expectations for EMD/Merck Crop BioScience’s long-term sales and earnings

performance support Novozymes’ long-term expectations

6

Page 7: Acquisition of EMD/Merck Crop BioScience Inc

• Agricultural biologicals. Novozymes provides biological solutions for the agricultural industry

• Biological products (inoculants) for the agricultural industry have different functionalities, but in general they are:

• Benefiting the grower with still effective but more sustainable ways to grow crops• Cost-efficient

• Increased demand over the last decade due to:

• Chemical and fertilizer inputs becoming more scarce and price volatile• Higher demand for agricultural produce from growing population• Focus on more sustainable agriculture• Technology advancements (R&D) allowing for more efficient products

What are Ag Biologicals, and Why is this Area Interesting?

7

Page 8: Acquisition of EMD/Merck Crop BioScience Inc

Ag Biologicals Applications are Classified in Three Subsegments

Solutions for the ag biologicals industry are products based on microbes or plants and applied by end users to supply nutrients, control pests, and improve crop health and productivity

There are three product subcategories within ag biologicals:

• Biofertility products increase the supply of nutrients to crops

• Bioyield enhancement products stimulate crop stress resistance andgenerally improve crop health and productivity

• Biocontrol products control insects, disease, and weed crop pests

8

Page 9: Acquisition of EMD/Merck Crop BioScience Inc

Traditional chemicals and pesticides

Ag biological treatments

Strong Potential – Both Short and Long Term

• Biocontrols(~ USD 700 million)

- control insects, disease, and weed crop pests

• Biofertility(~ USD 250 million)

- increase the supply of nutrients to crops

• Bioyield enhancers (~ USD 100 million)

- stimulate crop stress resistance and generally improve crop health and productivity

BioAg business segments

9

Novozymes’ unique capabilities

• R&D capabilities

• Microbiology, bioinformatics, classical mutagenesis, robotic screening, combination of microbial

physiology and plant physiology, metabolic engineering, formulation technology

• Commitment to sound scientific principles

• Marketing approach

Fertilizers

(~ 110bn)

Pesticides

(~ 40bn)

Biocontrols

(~ 700m)

USD

Biofertility

(~ 250m)Bioyield (~100m)

~ 150bn

1bn +

Source: Novozymes; EMD/Merck Crop BioScience; external analysis

Page 10: Acquisition of EMD/Merck Crop BioScience Inc

Novozymes Building its BioAg Business

10

LONGER-TERM OPPORTUNITY Bioyield

Biocontrol Global expansion

Other crops

Technology Crops Geography

• Biofertility • Canola• Pulses

• Primarily Canada

• Soy • Brazil

Mainly• Soy• PulsesPartly other crops

• Primarily USA, and Argentina

2007

August 2010

Today

Philom Bios

Turfal

EMD/Merck Crop

BioScience

Novozymes’ total BioAg business is now well positioned for continued global growth

• Biofertility• Biocontrol

• Biofertility• Bioyield

enhancement

Page 11: Acquisition of EMD/Merck Crop BioScience Inc

Strong Product Portfolio with Exciting Future Potential

Canada

USA

Brazil

Argentina

Novozymes EMD/Merck Crop BioScience

Bioyield

enhancersBiocontrolBiofertility

Current product platform

Novozymes

EMD/Merck

Crop

Bioscience

Crop

applications

Soy

Pulse crops

Forage crops

Peanuts

Today

Corn

Foliar applications

Technological enhancements to current crop applications

Emerging growth areas

11

JumpStart

TagTeam

N-Prove

Glycimax

Rhizomax

Legumax

Met52/Bio 1020

Trichodermax

Bovemax

Methamax

RhizoMyx

RhizoMyco

RhizoPlex

Proventus

Torque

Rachet

Cue

Bolt

Jewel

Wave

Azospirillum

Optimize

CellTech

Nitragin

Soil Implant

Puse Signal

Apex

Key regions

Locations

Page 12: Acquisition of EMD/Merck Crop BioScience Inc

Biofertility use is Increasing in All Geographies with Strong Growth Expected from New Crop Applications

Opportunity by region (USDm)

Source: Novozymes; EMD/Merck Crop BioScience; external analysis

The biofertility market is largest in the Americas, and

growing rapidly

Soybean is currently the most important crop, but corn has

high potential for growth

Opportunity by crop (USDm)

0

100

200

300

400

500

600

2010 2017

North America

South America

Europe

Asia

Other

~ 250

~ 500

~ 250

~ 500

12

Page 13: Acquisition of EMD/Merck Crop BioScience Inc

The Biofertility Market has Developed Primarilyin the Americas and, over Time, will Expand Globally

* Regional differences; for example, Japan and Korea have sophisticated agricultural practicesNote: Level of sophistication in agricultural practices varies slightly by crop type (e.g., USA ahead of Western Europe in corn)Source: interviews

Less developed agricultural practices

Highly developed agricultural practices

High (industrial approach, large farms,

high yields, high tech)

MediumLow

(nonindustrial approach, small farms, low yields, low tech)

Eastern Europe

China

Asia (excl.

China & India*)

Africa

India

South America

North America

Australia

Western Europe

13

Page 14: Acquisition of EMD/Merck Crop BioScience Inc

• Inoculants and seed treatments

provide a cost-efficient way for

farmers to protect their

investment

• Can provide resistance to pests

and also sponsor seedling

strength

• Right cocktail of treatments can

add 4−5% to crop yields

• Attention shifting from chemical

treatments to applications of

microorganisms

Ag Biologicals Products are an Important Building Block for Higher Yields

14

Key drivers of long-term agricultural yield improvement

Source: Jefferies & Company estimates1. Reflects more efficient tools and precise processes.

Yield-enhancing factor Yield gain

Time to achieve yield

gainPotential 10-

year gain

Germplasm 1−2% 1 year 10−20%

Traits 5−10% 5−10 years 5−21%

Seed treatments 0−4% 2−3 years 0−17%

Inoculants, harpins, etc.

0−4% 2−3 years 0−17%

Agronomy1 0−10% 10 years 0−10%

Refuge reduction ~ 5% Enabled by traits 5%

10-year total 20−92%

Year 2010 2020E

Corn yield(bu/acre)

165 200−317

Page 15: Acquisition of EMD/Merck Crop BioScience Inc

Opportunity to Realize Growth by Driving Enhanced Penetration in the World’s Largest Crops

Source: Company estimates

88 81 6 5 1

Untreatedacres

Treatedacres

Estimated biofertility penetration by type of crop (North America, million acres, 2010)

15

Page 16: Acquisition of EMD/Merck Crop BioScience Inc

Financial Implications Following the Acquisition

• No impact on Novozymes’ latest 2010 full-year guidance from October 28

• Subject to customary regulatory approvals, expected to close between February-May 2011

• Difficult to predict impact on full-year 2011:• Sales and earnings:

• Final takeover date impact sales significantly due to high seasonality in sales (sales peak in Q1 and Q4)

Earnings:

• IFRS accounting practices require inventories at the acquired company to be valued at selling price net of selling and other

costs linked to sales, earnings are impacted negatively until acquired inventory is consumed

• Expectations

• Sales impact highly dependent on takeover date, > 50% of sales in February-May period

(Full-year 2010 sales expected at around USD 60 million)

• EBIT contribution, regardless of sales impact for the year, is expected at around zero due to:

• Transaction and integration costs

• IFRS policies for acquired inventories

• The acquired business is expected to have long-term organic average annual sales growth supporting Novozymes’ more than 10% expectation, and the EBIT margin is expected to support Novozymes’ long-term EBIT margin expectation of > 20%, including amortization of know-how and patents

• Novozymes will finance the transaction from existing financial resources

16

Page 17: Acquisition of EMD/Merck Crop BioScience Inc

Q&A session

17

Page 18: Acquisition of EMD/Merck Crop BioScience Inc
Page 19: Acquisition of EMD/Merck Crop BioScience Inc

Appendix

Page 20: Acquisition of EMD/Merck Crop BioScience Inc

20

Phosphate Consumption has Constantly Increased

Source: IFA – International Fertilizer Industry Association, August 2010

Mt P2O5 Global Phosphate Fertilizer Consumption

Phosphate rock

Manure

Page 21: Acquisition of EMD/Merck Crop BioScience Inc

Phosphate Consumption has Constantly Increased

21

Global Phosphate Fertilizer ConsumptionMt P2O5

Source: IFA – International Fertilizer Industry Association, August 2010

Page 22: Acquisition of EMD/Merck Crop BioScience Inc

Break the Consumption Curve before 2030

0

100

200

300

400

500

600

700

800

900

1000

1960 1980 2000 2020 2040 2060 2080

FAO projection

FAO Asian growth

projection

Historic consumption

FAO projection

FAO Asian growth

scenario

End of currently

known phosphate

reserves

2030

22

Page 23: Acquisition of EMD/Merck Crop BioScience Inc

Four Countries Control ~ 85% of the Reserves

Morocco

40%

Jordan

10%

South Africa

10%

China

25%

Source: USGS 2010

23

Page 24: Acquisition of EMD/Merck Crop BioScience Inc

Novozymes JumpStart® – JumpStart releases unavailable soil and fertilizer phosphate for improved broad acre crop results.

Novozymes TagTeam® – TagTeam releases unavailable soil and fertilizer phosphate and delivers more fixed nitrogen for improved legume crop results.

Novozymes N-Prove® (Novozymes Glycimax®, Novozymes Rhizomax®, Novozymes Legumax® in Brazil) – N-Prove delivers more fixed nitrogen for

improved legume crop results.

Novozymes’ Current Ag Biologicals Products

24

Biofertility

Biocontrol

Novozymes Met52® G - Met52 G is a soil-applied bioinsecticide for the effective and safe control of weevil, thrip, and grub larvae on ornamental and berry crops.

Novozymes Trichodermax® - Trichodermax is a soil- and seed-applied biofungicide for the effective and safe control of soil-borne diseases on ornamental,

vegetable, and broad-acre crops.

Novozymes Methamax® – Methamax is a bioinsecticide for the effective and safe control of leafhoppers on sugar cane.

Novozymes Bovemax® – Bovemax is a bioinsecticide for the effective and safe control of broca larvae on "erva mate".

Bioyield enhancements

Microbial products – Novozymes RhizoMyx® (Endo Roots Soluble), Novozymes RhizoMyco® (Mycorrhiza roots), and Novozymes RhizoPlex® (Mycoplex) are complex

blends of mycorrhizae and biostimulants applied at planting or transplanting for early root establishment, uniform growth, stress resistance, and improved crop health.

Biostimulant products – Novozymes Proventus® LC, DS, SB (Roots Concentrate, Dry Soluble, Dry Roots) are complex blends of biostimulants applied throughout

vegetative growth to help manage crop stress.