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Acquisition of EMD/Merck Crop BioScience Inc.
Investor announcement &
conference call
December 20, 2010
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
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
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
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
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
• 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
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
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
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
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
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
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
• 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
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
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
Q&A session
17
Appendix
20
Phosphate Consumption has Constantly Increased
Source: IFA – International Fertilizer Industry Association, August 2010
Mt P2O5 Global Phosphate Fertilizer Consumption
Phosphate rock
Manure
Phosphate Consumption has Constantly Increased
21
Global Phosphate Fertilizer ConsumptionMt P2O5
Source: IFA – International Fertilizer Industry Association, August 2010
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
Four Countries Control ~ 85% of the Reserves
Morocco
40%
Jordan
10%
South Africa
10%
China
25%
Source: USGS 2010
23
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.