Acquisition of LifeHealthcare, Equity Raising
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Not for release to US wire services or distribution in the United States
9 December 2021
NZX / ASX Code: EBO
ACQUISITION OF LIFEHEALTHCARE, EQUITY RAISING AND TRADING UPDATE
KEY HIGHLIGHTS
• Acquisition of LifeHealthcare for total consideration of approximately A$1,167 million
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,
representing an enterprise value (EV) of approximately A$1,275 million
2
on a 100% basis
• EBOS will acquire 100% of LifeHealthcare’s Australian & New Zealand subsidiaries and 51% of
LifeHealthcare’s Asian subsidiary, Transmedic, with the remaining 49% retained by the
Transmedic co-founders
• LifeHealthcare is one of the largest independent distributors of third party medical devices,
consumables and capital equipment, and inhouse manufactured allograft material in Australia,
New Zealand and South East Asia
• The Acquisition is expected to create one of the region’s leading medical device distribution
companies, providing EBOS with a platform to drive future growth
• Represents EBOS’ first material investment into South East Asia and will enable EBOS to
provide its original equipment manufacturer (OEM) partners with offerings across Australia,
New Zealand and South East Asia
• EBOS anticipates LifeHealthcare will generate A$110 million to A$114 million EBITDA in CY22
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• Acquisition values LifeHealthcare at approximately 11.5x EV / CY22F EBITDA
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• The Acquisition will be fully funded through a combination of non-underwritten retail offer to
raise up to A$100 million
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, a fully underwritten
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placement of approximately A$642 million
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,
A$540 million new term loan debt facilities and approximately 0.7 million new EBOS shares
issued to LifeHealthcare management (approximately $23 million
8
)
• EBOS shareholder Sybos Holdings has committed to subscribe for its pro rata equivalent share
of the equity raising
• The Transaction is expected to deliver low double digit percentage EPS accretion in CY22 on a
pro forma basis
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• EBOS has recorded a strong start to FY22 with NPAT growth of over 14% for the four months to
31 October 2021 compared to the prior corresponding period
1
Excludes transaction costs of A$37 million.
2
On a 100% consolidated basis and excludes lease liabilities.
3
On a 100% consolidated basis. See section 7 of the investor presentation for the key risks that may impact LifeHealthcare’s ability to
achieve the CY22 forecast.
4
On a 100% consolidated basis. Based on the mid-point of EBOS’ anticipated LifeHealthcare CY22 EBITDA of A$110 million - A$114 million.
5
The retail offer will be in the form of a share purchase plan, pursuant to ASX Listing Rules, NZX Listing Rules, applicable ASIC Instruments
and the terms of a Retail Offer booklet, expected to be released on 15 December 2021.
6
For further details regarding the nature of the underwriting arrangements, please see section 7 of the investor presentation released to
the ASX and NZX on 9 December 2021.
7
If the Acquisition does not complete as a result of a failure to satisfy conditions (or otherwise), EBOS will need to consider alternative
uses for the proceeds of the placement, or ways to return the proceeds to shareholders if suitable alternatives cannot be identified.
8
Subject to escrow arrangements. Scrip Consideration to be issued at the Placement Price in A$ based on the AUD NZD exchange rate as
reported by the Reserve Bank of Australia as at 4pm AEDT on 9 December 2021.
9
See section 7 of the investor presentation for the key risks that may impact LifeHealthcare’s ability to achieve the CY22 forecast. EPS
accretion includes LifeHealthcare for a full 12 months and is before amortisation of identifiable intangibles that will be recognised as a
result of the Acquisition. Excludes any impact of shares that may be issued under the Retail Offer.
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ACQUISITION OF LIFEHEALTHCARE
EBOS Group Limited (EBOS)
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has entered into a share purchase agreement to acquire
LifeHealthcare from Funds advised by Pacific Equity Partners and other minority holders, comprising
100% of LifeHealthcare’s Australian & New Zealand subsidiaries and 51% of LifeHealthcare’s Asian
subsidiary, Transmedic (together, LifeHealthcare), for total consideration of approximately A$1,167
million (representing an enterprise value of approximately A$1,275 million on a 100% basis) subject
to customary purchase price adjustments (the Acquisition or Transaction)
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. The remaining 49% of
Transmedic will be retained by the Transmedic co-founders, who will continue to manage the
business on a day-to-day basis. EBOS has entered into arrangements providing a pathway to
attaining 100% ownership of Transmedic
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in the medium term.
LifeHealthcare is one of the largest independent distributors of third party medical devices,
consumables, capital equipment, and inhouse manufactured allograft material in Australia, New
Zealand and South East Asia. LifeHealthcare comprises two primary divisions: Australia and New
Zealand (ANZ) Distribution & Allografts and Asia Distribution. For the 12 months ended 30 June
2021, LifeHealthcare generated A$326 million in pro forma revenue
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and A$92 million in pro forma
EBITDA
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. EBOS anticipates LifeHealthcare will generate between A$110 million - A$114 million
EBITDA in calendar year 2022
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.
Key investment highlights of LifeHealthcare include:
• Attractive sector / industry positions across ANZ Distribution & Allograft and Asia Distribution
• Distributes for leading global medical devices OEMs with a pipeline of new products and
technologies
• Diversification across OEMs, therapeutic areas and geographies
• Strong historical organic earnings growth
• Opportunities for further expansion across OEMs, therapeutic areas and geographies
• Experienced management team with a track record of achieving growth
The Acquisition is consistent with EBOS’ strategy of investing for growth. The strategic rationale for
the Acquisition is as follows:
• Substantially accelerates EBOS’ medical devices strategy and creates scale
• Enhances and diversifies EBOS’ existing medical devices portfolio while facilitating entry into
new therapeutic areas and introducing new OEM relationships
• Provides EBOS’ medical devices business with sufficient breadth and depth to service OEMs
across the entire Asia Pacific region
• Expands and diversifies EBOS’ earnings by segment and geography and increases exposure to
the high growth medical devices sector
• Establishes a measured entry into South East Asia for EBOS
• Creates a platform for EBOS to capitalise on additional future growth opportunities
• Expected to deliver low double digit percentage EPS accretion in CY22
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on a pro forma basis
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An Australian subsidiary of EBOS will be the acquirer of LifeHealthcare.
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On a 100% consolidated basis and excludes lease liabilities.
12
There are minority shareholders holding shares in subsidiaries of Transmedic. EBOS has a pathway to acquire 100% of Transmedic
Singapore Pte Ltd, the holding company of the Transmedic group.
13
On a 100% consolidated basis. Pro forma financials include financials from acquired business for FY21.
14
On a 100% consolidated basis. Pro forma financials include financials from acquired business for FY21.
15
On a 100% consolidated basis. See section 7 of the investor presentation for the key risks that may impact LifeHealthcare’s ability to
achieve the CY22 forecast.
16
See section 7 of the investor presentation for the key risks that may impact LifeHealthcare’s ability to achieve the CY22 forecast. EPS
accretion includes LifeHealthcare for a full 12 months and is before amortisation of identifiable intangibles that will be recognised as a
result of the Acquisition. Excludes any impact of shares that may be issued under the Retail Offer.
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EBOS CEO, John Cullity, said “The acquisition of LifeHealthcare represents an important step in EBOS’
medical devices strategy, providing greater exposure to this high growth sector as well as providing a
measured entry into South East Asia.”
“The enlarged medical devices business will remain part of EBOS’ existing Institutional Healthcare
division, which will represent approximately 38% of EBOS’ gross operating revenue. After entering
the medical devices distribution sector in 2019, EBOS has grown its medical devices offering and
post-Acquisition, we will have created a division generating approximately A$420 million in pro
forma annualised revenue.”
“The Acquisition aligns with our strategy to build a medical devices platform, and provides an
opportunity for future growth across existing and adjacent therapeutic areas.”
“We are excited to welcome the LifeHealthcare management team and employees to EBOS and look
forward to continuing the strong growth they have achieved to date.”
In commenting on the acquisition EBOS Chair Liz Coutts said, “The continued success of EBOS is
underpinned by our adherence to a disciplined strategy that includes investing for growth and
expanding and diversifying our earnings. The acquisition of LifeHealthcare is consistent with this
strategy and part of our overall objective to deliver value for our shareholders”.
The Acquisition is subject to closing conditions including obtaining warranty & indemnity insurance,
certain OEM and key counterparty consents in relation to change of control of LifeHealthcare, as
well as regulatory approvals from FIRB and NZCC and the finalisation of certain restructuring steps in
respect of Transmedic, and is expected to complete before the end of FY22. EBOS also has a
termination right if a material adverse effect occurs prior to closing.
EBOS TRADING UPDATE
EBOS has had a pleasing start to FY22 with strong revenue and earnings growth recorded across
both the Healthcare and Animal Care segments. For the four months ended 31 October 2021,
growth compared to the prior corresponding period
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was:
Healthcare Animal Care Group
Revenue 10.4% 14.3% 10.6%
EBIT 12.7% 14.8% 13.1%
NPAT
14.2%
EBOS’ FY22 dividend is expected to be in line with EBOS’ dividend policy to declare dividends
representing between 60% and 80% of NPAT.
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The financial results underpinning this growth are unaudited. The four months ended 31 October 2021 had one less trading day than the
corresponding period in 2020.
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FUNDING
The Acquisition will be fully funded through a combination of the proceeds of a non-underwritten
retail offer to eligible existing shareholders to raise up to A$100 million, with the ability to accept
oversubscriptions at EBOS’ discretion, approximately A$642 million raised from the Placement (refer
below), a new A$540 million term loan debt facility and approximately 0.7 million new EBOS shares
issued to LifeHealthcare management (approximately $23 million
18
). EBOS expects net debt / LTM
pro forma EBITDA to be below 2.25x at 30 June 2022
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.
RETAIL OFFER
EBOS intends to conduct a non-underwritten retail offer to eligible existing shareholders to raise up
to NZ$105 million (A$100 million
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), with the ability to accept oversubscriptions at EBOS’ discretion
(Retail Offer).
Eligible shareholders in New Zealand and Australia will be invited to apply for up to NZ$50,000 and
A$47,500, respectively of new shares under the Retail Offer, free of any brokerage, commission and
transaction costs.
The maximum application size has been selected with the objective of enabling as many retail
shareholders as possible to apply for their pro rata share of the equity raising via the Retail Offer
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.
New shares to be issued under the Retail Offer will be issued at the lower of the Placement Price and
the five-day VWAP of EBOS shares up to, and including, close of the Retail Offer.
New Shares to be issued under the Retail Offer will rank equally with existing EBOS shares on issue
and will be quoted on the NZX and ASX from the date of Retail Offer allotment.
If the Retail Offer is oversubscribed, applications will be scaled having regard to existing
shareholdings at 7:00pm NZDT / 5:00pm AEDT on Wednesday, 8 December 2021, and otherwise at
EBOS’ discretion.
Full details of the Retail Offer will be set out in the Retail Offer booklet, which will be released to the
NZX and ASX, and sent to eligible shareholders on Wednesday, 15 December 2021. The closing date
for applications by eligible shareholders is Monday, 17 January 2022.
PLACEMENT
EBOS is undertaking a fully underwritten
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placement of new fully paid ordinary shares to eligible
investors to raise approximately NZ$674 million / A$642 million
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(Placement).
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Subject to escrow arrangements. Scrip Consideration to be issued at the Placement Price in A$ based on the AUD NZD exchange rate as
reported by the Reserve Bank of Australia as at 4pm AEDT on 9 December 2021.
19
Net debt / LTM pro forma EBITDA ratio is based on covenant definitions which excludes the impacts of IFRS 16 Leases. The expected
leverage ratio is dependent on a range of factors including Retail Offer proceeds.
20
Assumes an AUD NZD exchange rate of 1.0499 as at 8 December 2021.
21
The A$ price will be determined with reference to the AUD NZD exchange rate as reported by the Reserve Bank of Australia as at 4pm
AEDT on the date of close of the Retail Offer. Further details of the Retail Offer will be contained in the Retail Offer Booklet, which will be
sent to eligible EBOS shareholders on 15 December 2021. EBOS may decide to accept applications (in whole or in part) that result in the
Retail Offer raising more or less than A$100 million, at its absolute discretion.
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For further details regarding the nature of the underwriting arrangements, please see section 7 of the investor presentation released to
the ASX and NZX on 9 December 2021.
23
Assumes an AUD NZD exchange rate of 1.0499 as at 8 December 2021.
5
The new shares under the Placement will be issued at NZ$34.50 per share
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(Placement Price),
representing a discount of 5.5% to the last close price of NZ$36.50 per share as at 8 December 2021.
The Placement will result in approximately 20 million new shares being issued, representing
approximately 11.9% of EBOS’ existing shares on issue.
New shares to be issued under the Placement will rank equally with existing EBOS shares on issue
and will be quoted on the NZX and ASX from the date of Placement allotment.
EBOS shareholder Sybos Holdings Pte Limited, holding approximately 18.9% of current EBOS shares
on issue, has provided a commitment to subscribe for its pro rata equivalent share of the equity
raising.
It is EBOS’ intention that eligible shareholders who bid for an amount less than or equal to their ‘pro
rata’ share
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of New Shares under the Placement and Retail Offer will be allocated their full bid on a
best endeavours basis.
The Placement is fully underwritten by Macquarie Securities (NZ) Limited.
KEY DATES
Description Date (NZT)
Record date (for identifying shareholders eligible to
participate in the Retail Offer)
7pm, Wednesday, 8 December
2021
Trading halt and announcement of the Placement and Retail
Offer
Thursday, 9 December 2021
Placement bookbuild and allocation Thursday, 9 December 2021
Trading halt lifted – trading resumes on the NZX and ASX Friday, 10 December 2021
ASX settlement of new shares issued under the Placement Tuesday, 14 December 2021
NZX settlement of new shares issued under the Placement Wednesday, 15 December 2021
ASX and NZX allotment and normal trading of new shares
issued under the Placement
Wednesday, 15 December 2021
Retail Offer opens and Retail Offer Booklet is dispatched Wednesday, 15 December 2021
Retail Offer closes Monday, 17 January 2022
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The prices for shares issued in A$ will be determined with reference to the AUD NZD exchange rate as reported by the Reserve Bank of
Australia as at 4pm AEDT on 9 December 2021.
25
For this purpose, an eligible institutional shareholder’s ‘pro rata’ share of New Shares under the Placement and Retail Offer (based on
the NZ$674 million target size) will be estimated by reference to EBOS’ beneficial register on 24 November 2021, but without undertaking
any reconciliation processes. Unlike in a rights issue, this may not truly reflect the participating shareholder’s actual pro rata share of the
New Shares under the Placement and Retail Offer. Nothing in this release gives a shareholder a right or entitlement to participate in the
Placement or Retail Offer and EBOS has no obligation to reconcile assumed holdings (e.g. for recent trading or swap positions) when
determining a shareholder’s ‘pro rata’ share of New Shares under the Placement and Retail Offer. Investors who do not reside in New
Zealand or Australia or other eligible jurisdictions will not be able to participate in the Placement. EBOS and the Lead Manager disclaim
any duty or liability (including for negligence) in respect of the determination of a shareholder’s ‘pro rata’ share of New Shares under the
Placement and the Retail Offer.
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Retail Offer allotment date Monday, 24 January 2022
Commencement of normal trading of new shares issued under
the Retail Offer on NZX Main Board
Monday, 24 January 2022
Commencement of normal trading of new shares issued under
the Retail Offer on ASX
Tuesday, 25 January 2022
Despatch of holding statements Friday, 28 January 2022
All dates and times are indicative and subject to change without notice. EBOS and Macquarie
Securities (NZ) Limited reserve the right to amend any or all of these dates and times subject to the
Corporations Act, the ASX Listing Rules, the NZX Listing Rules and other applicable laws.
FURTHER INFORMATION
Further details of the Acquisition, Retail Offer and Placement are set out in the Investor Presentation
also provided to the NZX and ASX today. The Investor Presentation contains important information
including key risks and foreign selling restrictions with respect to the Placement.
Macquarie Capital (Australia) Limited and Lazard Australia have acted as financial advisers.
Macquarie Securities (NZ) Limited is acting as sole lead manager, sole bookrunner and sole
underwriter to EBOS. Chapman Tripp and King & Wood Mallesons are acting as legal advisers.
If you have any questions in relation to the Retail Offer, please contact the EBOS Offer Information
Line on 0800 650 034 (within New Zealand) or 61 3 9415 5000 (in Australia) between 8:30am and
5:00pm (NZT) Monday to Friday. For other questions, you should consult your broker, solicitor,
accountant, financial adviser, or other professional adviser.
This media release and related materials were authorised for lodgement with NZX and ASX by the
Board of EBOS.
For further information, please contact:
Investor Relations:
Martin Krauskopf
General Manager, M&A and Investor Relations
EBOS Group
martin.krauskopf@ebosgroup.com
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Media:
New Zealand:
Geoff Senescall
Senescall Akers
+64 21 481 234
Australia:
Patrick Rasmussen
PRX
+61 430 159 690
ABOUT EBOS GROUP
EBOS Group Limited NZBN 9429031998840 (NZX/ASX Code: EBO) is the largest and most diversified
Australasian marketer, wholesaler and distributor of healthcare, medical and pharmaceutical
products. It is also a leading Australasian animal care brand owner, product marketer and
distributor.
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES
This market release has been prepared for publication in Australia and New Zealand and may not be
released to US wires services or distributed in the United States. This market release does not
constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States or
any other jurisdiction. The securities referred to in this release have not been, and will not be,
registered under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction
of the United States and, as a result, the securities may not be offered, sold or resold, directly or
indirectly, in the United States or to persons acting for the account or benefit of a person in the
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of a person in the United States) except in transactions exempt from, or not subject to, the
registration requirements of the US Securities Act and the applicable securities laws of any state or
other jurisdiction of the United States.
You must not send copies of this announcement or any other material relating to the Retail Offer to
any person in the United States or elsewhere outside Australia and New Zealand.
FORWARD LOOKING STATEMENTS
This market release contains forward looking statements which are identified by words such as
‘may’, ‘could’, ‘believes’, ‘estimates’, ‘expects’, ‘intends’ and other similar expressions that are
intended to identify forward-looking statements. Indications of, and guidance on, future earnings
and financial position and performance are also forward-looking statements.
Forward-looking statements, opinions and estimates provided in this announcement are based on
assumptions and contingencies that are subject to change without notice and involve known and
unknown risks, uncertainties, assumptions, contingencies and other factors, many of which are
8
beyond the control of EBOS and its related bodies corporate and affiliates and each of their
respective directors, securityholders, officers, employees, partners, agents, advisers and
management. This includes statements about market and industry trends, which are based on
interpretations of market conditions.
Investors are strongly cautioned not to place undue reliance on forward-looking statements,
particularly in light of the current economic climate and the significant volatility, uncertainty and
disruption caused by the Covid pandemic. Forward-looking statements are provided as a general
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publicly update or revise any forward- looking statement or other statements in this announcement,
whether as a result of a change in expectations or assumptions, new information, future events,
results or circumstances. Past performance and pro forma historical financial information is given for
illustrative purposes only. It should not be relied on and it is not indicative of future performance,
including future security prices.
IMPORTANT NOTICE
This market release does not constitute investment or financial product advice, nor is it a
recommendation to acquire shares in EBOS. It is not intended to be used as the basis for making a
financial decision, nor is it intended to constitute legal, tax, accounting or other advice. You should
make your own enquiries and investigations regarding any investment, and should seek your own
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This market release is not a prospectus, product disclosure statement or any other disclosure or
offering document under New Zealand and Australian law (and has not been, and will not be, lodged
with the Australian Securities and Investments Commission) or any other law. This market release is
for information purposes only and is not an invitation or offer of securities for subscription, purchase
or sale in any jurisdiction and neither this market release nor anything in it shall form any part of any
contract for the acquisition of EBOS shares.
---
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
ACQUISITION OF
LIFEHEALTHCARE
AND EQUITY
RAISING
INVESTOR PRESENTATION
9 December2021
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER
2
The following notice and disclaimer applies to this investor presentation (Presentation) and you are therefore advised to read this carefully before reading or making any
other use of this Presentation or any information contained in this Presentation. By accepting this presentation you represent and warrant that you are entitled to receive the
Presentation in accordance with the restrictions set out below and agree to be bound by the limitations contained herein.
This Presentation has been prepared by EBOS Group Limited (EBOS or the Company). This Presentation has been prepared in relation to an equity raising by EBOS comprising
a placement of new fully-paid ordinary shares in EBOS (New Shares) to eligible investors (the Placement) and a retail offer to be made to eligible shareholders and underlying
beneficial owners in Australia and New Zealand.
SUMMARY INFORMATION
This Presentation contains summary information about EBOS and its activities which is current only as at the date of this Presentation. The information in this Presentation is of
a general nature and does not purport to be complete nor does it contain all the information which a prospective investor mayre quire in evaluating a possible investment in
EBOS or that would be required to be included in a prospectus or product disclosure statement prepared in accordance with there quirements of the New Zealand Financial
Markets Conduct Act 2013 or the Australian Corporations Act 2001 (Australian Corporations Act).
EBOS' historical information in this Presentation is, or is based upon, information that has been released to the NZX Main Boardoperated by NZX Limited (NZX) and the
Australian Securities Exchange (ASX). This Presentation should be read in conjunction with EBOS' other periodic and continuous disclosure announcements lodged withthe
NZX and ASX, which are available at www.nzx.com and www.asx.com.au.
NOT AN OFFER
This Presentation is not a prospectus, product disclosure statement or other offering document under New Zealand, Australian law(and will not be lodged with the New
Zealand Companies Office or the Australian Securities and Investments Commission (ASIC)) or any other law. This Presentation is for information purposes only and is not an
invitation or offer of securities for subscription, purchase or sale in any jurisdiction.
The release, publication or distribution of this Presentation (including an electronic copy) outside New Zealand or Australiamay be restricted by law. If you come into
possession of this Presentation, you should observe such restrictions. Any non-compliance with these restrictions may contraveneapplicable securities laws. Refer to the
'International offer restrictions' section in the Appendix of this Presentation for more information.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES OF AMERICA
This Presentation may not be released to US wire services or distributed in the United States.
This Presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or any other jurisdiction in which such an offer
would be illegal. The New Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended(t he U.S Securities Act) or the securities laws of
any state or other jurisdiction of the United States. Accordingly, the new shares may not be offered or sold, directly or indirectly, to persons in the United States except in a
transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United
States.
NOT INVESTMENT ADVICE
This Presentation does not constitute investment or financial product advice (nor tax, accounting or legal advice) or any recommendation by EBOS or its advisers to acquire
New Shares and does not and will not form any part of any contract for the acquisition of New Shares. Each recipient of this Presentation should make its own enquiries and
investigations regarding all information in this Presentation including but not limited to the assumptions, uncertainties andcontingencies which may affect future operations
of EBOS and the impact that different future outcomes may have on EBOS.
This Presentation has been prepared without taking account of any person’s individual investment objectives, financial situationor particular needs. Before making an
investment decision, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and
needs and seek legal, accounting and taxation advice appropriate to their jurisdiction. EBOS is not licensed to provide financial product advice in respect of EBOS shares.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER
3
FUTURE PERFORMANCE
Certain statements made in this Presentation are forward-looking statements. These forward-looking statements are not historicalfacts but rather are based on EBOS' current
expectations, estimates and projections about the industry in which it operates, and beliefs and assumptions. Forward lookingstatements can generally be identified by the use
of forward looking words such as “anticipate“, “believe“, “expect“, “project“, “forecast“, “estimate“, “likely“, “intend“, “should“, “will“, “could“, “may“, “target“, “plan“ and other
similar expressions within the meaning of securities laws of applicable jurisdictions, and include statements regarding outcome and effects of the equity raising. Indications of,
and guidance or outlook on future earnings, distributions or financial position or performance are also forward looking statements. These statements are not guarantees of
future performance and are subject to known and unknown risks, uncertainties and other factors, some of which are beyond the EBOS' control, are difficult to predict and
could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. EBOS cautions shareholders and prospective shareholders
not to place undue reliance on these forward-looking statements, which reflect EBOS's views only as of the date of this release.There can be no assurance that actual
outcomes will not differ materially from these forward-looking statements.
The forward-looking statements made in this Presentation relate only to events as of the date on which the statements are made. EBOS will not undertake any obligation to
release publicly any revisions or updates to these forward looking statements to reflect events, circumstances or unanticipated events occurring after the date of this release
except as required by law or by any appropriate regulatory authority.
INVESTMENT RISK
An investment in EBOS shares is subject to known and unknown risks, some of which are beyond the control of EBOS. EBOS does not guarantee any particular rate of return or
the performance of EBOS. Investors should have regard to the risk factors outlined in this Presentation, including the 'Key Risks' in the Appendix when making their investment
decision.
FINANCIAL DATA
All currency amounts are in Australian dollars unless stated otherwise.
Investors should be aware that certain financial measures included in this presentation are ‘non-GAAP financial information’ under the Financial Market Authority's guidance
note and ‘non-IFRS financial information’ under ASIC Regulatory Guide 230: ‘Disclosing non-IFRS financial information’ publishedby ASIC and also 'non-GAAP financial
measures' within the meaning of Regulation G under the U.S. Securities Exchange Act of 1934, as amended, and are not recognised under NZIFRS and IFRS. The non-IFRS
financial information/non-GAAP financial measures include EBITDA, ROCE, Net Debt and Shareholder return. EBOS believes the non-IFRS financial information/non-GAAP
financial measures provide useful information to users in measuring the financial performance and condition of EBOS. The non-IFRS financial information/non-GAAP financial
measures do not have a standardised meaning prescribed by NZIFRS and IFRS. Therefore, the non-IFRS financial information is not a measure of financial performance, liquidity
or value under the IFRS and may not be comparable to similarly titled measures presented by other entities, and should not beconstrued as an alternative to other financial
measures determined in accordance with NZIFRS or IFRS. Investors are cautioned, therefore, not to place undue reliance on anynon-IFRS financial information/non-GAAP
financial measures included in this Presentation.
EFFECT OF ROUNDING
A number of figures, amounts, percentages, estimates, calculations of value and fractions in this Presentation are subject tothe effect of rounding. Accordingly, the actual
calculation of these figures may differ from the figures set out in this Presentation.
PAST PERFORMANCE
Investors should note that past performance, including past share price performance of EBOS and pro forma historical informationin this Presentation, is given for illustrative
purposes only and cannot be relied upon as an indicator of (and provides no guidance as to) future EBOS performance includingfuture share price performance. The pro
forma historical information is not represented as being indicative of EBOS' views on its future financial condition and/or performance.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
IMPORTANT NOTICE AND DISCLAIMER
4
DISCLAIMER
The information contained in this Presentation has been prepared in good faith by EBOS. No representation or warranty, expressedor implied, is made as to the fairness,
currency, accuracy, reliability or completeness of any statements, estimates or opinions or other information contained in this Presentation, any of which may change without
notice. None of EBOS, Macquarie Capital (Australia) Limited (acting through Macquarie Securities (NZ) Limited and its affiliates) (Lead Manager), or Macquarie Securities (NZ)
Limited (Underwriter), nor their respective related companies and affiliates including, in each case, their respective shareholders, directors, officers, employees, agents and
advisers, as the case may be (Specified Persons), have independently verified or will verify any of the content of this Presentation and none of them are under any obligation
to you if they become aware of any change to or inaccuracy in the information in this Presentation.
None of the Lead Manager or Underwriter, nor their or EBOS‘ respective advisers or any of their respective affiliates or relatedbodies corporate, nor any of their respective
directors, officers, partners, employees and agents have authorised, permitted or caused the issue, submission, dispatch or provision of this Presentation and, for the avoidance
of doubt, none of them makes or purports to make any statement in this Presentation and there is no statement in this Presentati on which is based on any statement by any of
them.
To the maximum extent permitted by law, the Specified Persons exclude and disclaim all liability, including without limitation for negligence or for any expenses, losses,
damages or costs incurred by you as a result of your participation in or failure to participate in the Placement or the retail offer and the information in this Presentation being
inaccurate or incomplete in any way for any reason, whether by negligence or otherwise.
To the maximum extent permitted by law, the Specified Persons make no representation or warranty, express or implied, as to the fairness, currency, accuracy, reliability or
completeness of information in this Presentation and, with regards to the Lead Manager and Underwriter, neither they nor their r espective advisers, nor any of their respective
affiliates or related bodies corporate, or any of their respective directors, officers, partners, employees and agents take any responsibility for any part of this Presentation or the
Placement or the retail offer.
The Lead Manager and the Underwriter and their respective advisers, and each of their respective affiliates and related bodies corporate, and each of their respective directors,
officers, partners, employees and agents make no recommendations as to whether you or your related parties should participatein the Placement or the retail offer nor do
they make any representations or warranties to you concerning the Placement or the retail offer, and you represent, warrant and agree that you have not relied on any
statements made by the Lead Manager or the Underwriter, or any of their respective advisers, or any of their respective affiliat es or related bodies corporate, directors, officers,
partners, employees or agents in relation to the Placement or the retail offer and you further expressly disclaim that you are in a fiduciary relationship with any of them.
Statements made in this Presentation are made only as at the date of this Presentation. The information in this Presentation remains subject to change without notice.
EBOS reserves the right to withdraw, or vary the timetable for, the Placement or the retail offer without notice.
ACCEPTANCE
By attending an investor presentation or briefing, or accepting, accessing or reviewing this Presentation, you acknowledge and agree to the terms set out in this 'Important
Notice and Disclaimer'.
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CONTENTS
5
1
Transaction summary6
2
Overview of LifeHealthcare9
3
Accelerating EBOS’ medical devices strategy16
4
Acquisition terms and financial impact25
5
EBOS trading update29
6
Equity raising31
7
Key risks34
A
Background information on EBOS45
B
International offer restrictions55
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6
TRANSACTION
SUMMARY
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EXECUTIVE SUMMARY
EBOS has agreed to acquire LifeHealthcarefor approximately $1,167 million
1
, accelerating
EBOS’ medical devices strategy and creating an exciting platform to drive future growth
7
Notes: See section 7 for the key risks that may impact LifeHealthcare’sability to achieve the CY22 forecast. 1. Excludes transaction costs of $37million. 2. On a 100%
consolidated basis and excludes lease liabilities. 3. On a 100% consolidated basis. 4. Subject to escrow arrangements. Scrip Consideration to be issued at the Placement Price
in A$ based on the AUD NZD exchange rate as reported by the Reserve Bank of Australia as at 4pm AEDT on 9 December 2021. 5. EPS accretion includes LifeHealthcarefor a
full 12 months and is before amortisation of identifiable intangibles that will be recognised as a result of the acquisition.Excludes any impact of shares that may be issued
under the Retail Offer. 6. Net debt / LTM pro forma EBITDA ratio is based on covenant definitions and therefore excludes the impacts of IFRS 16 Leases. The expected
leverage ratio is dependent on a range of factors including Retail Offer proceeds.
Transaction details
•EBOS has entered into a share purchase agreement to acquire LifeHealthcarefor total consideration of approximately $1,167
million
1
(Transaction orAcquisition) from Funds advised by Pacific Equity Partners (PEP)
—The purchase price represents an enterprise value of approximately $1,275million
2
on a 100% basis. EBOS will
acquire 100% of LifeHealthcare’sAustralian & New Zealand subsidiaries and 51% of LifeHealthcare’sAsian subsidiary,
Transmedic(together, LifeHealthcare), with the remaining 49% retained by the Transmedicco-founders
•EBOS anticipates LifeHealthcarewill generate approximately $110 million – $114 million EBITDA
3
in CY22
•The Acquisition values LifeHealthcareat approximately 11.5x EV / CY22F EBITDA (at the mid-point of the forecast range)
Overview of
LifeHealthcare
•LifeHealthcareis one of the largest independent distributors of third party medical devices, consumables, capital equipment
and inhouse manufactured allograft material in Australia, New Zealand and South East Asia
•LifeHealthcarecomprises two divisions: Australia and New Zealand (ANZ) Distribution & Allograft and Asia Distribution
Funding
•The Acquisition will be fully funded via:
—A non-underwritten retail offer to eligible existing shareholders to raise up to $100million (with the discretion to
accept oversubscriptions above that total amount) (Retail Offer)
—$642million fully underwritten placement to eligible investors (Placement)
—Approximately 0.7 million new EBOS shares issued to LifeHealthcaremanagement (approximately $23 million) (Scrip
Consideration)
4
—$540million new term loan facility (Debt Financing)
•EBOS shareholder Sybos Holdings Pte Limited, holding approximately 18.9% of current EBOS shares on issue, has provided a
commitment to subscribe for its pro rata equivalent share of the equity raising
Financial impacts
•The Transaction is expected to deliver low double digit percentage EPS accretion in CY22 on a pro forma basis
5
pre-synergies
•Net debt/ LTM pro forma EBITDA is expected to be below 2.25x at 30 June 2022
6
Timing
•The Acquisition is subject to regulatory approvals and a number of other conditions
•Completion is expected prior to the end of FY22
Trading update
•For the four months ended 31 October 2021, EBOS’ unaudited revenue and NPAT grew at over 10% and 14% respectively
compared to the prior corresponding period
•FY22 dividend is expected to be in line with EBOS’ dividend policy to declare dividends representing between 60% and 80%
of NPAT
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ACQUISITION STRATEGIC RATIONALE
8
Notes: See section 7 for the key risks that may impact LifeHealthcare’sability to achieve the CY22 forecast. 1. EPS accretion includes LifeHealthcarefor a full 12 months and is
before amortisation of identifiable intangibles that will be recognised as a result of the acquisition. Excludes any impact of shares that may be issued under the Retail Offer.
Substantially accelerates EBOS’ medical devices strategy and creates scale
Provides EBOS’ medical devices business with sufficient breadth and depth to service
OEMs across the entire Asia Pacific region
Expands and diversifies EBOS’ earnings by segment and geography and increases
exposure to the high growth medical devices sector
Establishes a measured entry into South East Asia for EBOS
Creates a platform for EBOS to capitalise on additional future growth opportunities
Expected to deliver low double digit percentage EPS accretion in CY22 on a pro forma
basis
1
pre-synergies
Enhances and diversifies EBOS’ existing medical devices portfolio while facilitating entry
into new therapeutic areas and introducing new OEM relationships
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9
OVERVIEW OF
LIFEHEALTHCARE
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LIFEHEALTHCARE INVESTMENT HIGHLIGHTS
10
Attractive sector / industry positions across ANZ Distribution & Allograft and Asia
Distribution
Distributes for leading global medical devices OEMs with a pipeline of new products and
technologies
Diversification across OEMs, therapeutic areas and geographies
Strong historical organic earnings growth
Opportunities for further expansion across OEMs, therapeutic areas and geographies
Experienced management team with a track record of achieving growth
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MEDICAL DEVICES SECTOR OVERVIEW
11
Sustainable demand expected due to the increasing
prevalence of chronic conditions
Ageing populationscontinue to support greater surgical
volumes
Higher quality of life expectationsare resulting in people
choosing to seek corrective surgery
Medical technology advancementsare improving surgical
outcomes and extending treatable disease states
Emerging markets are delivering accelerated growth due to
rising incomes and investment in health infrastructure
Key growth drivers
Estimated market size and growth
Source: Consultant analysis and management reports. Notes: 1. CAGR FY20–25.
The medical devices sector is highly attractive, offering solid growth and diversification
A$9b+
ANZ market
size
~4 – 6%
ANZ market
growth
1
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•LifeHealthcarerepresents leading implants and specialised
consumables, with strong positions across multiple therapeutic areas
•LifeHealthcare’stwo divisions comprise ANZ Distribution & Allograft
and Asia Distribution
•LifeHealthcarerepresents over 120 OEMs. Post-Acquisition, EBOS’
enlarged medical devices distribution business will be highly diversified
by OEM
—The largest third party OEM is expected to represent ~8% of
EBOS’ medical devices GOR and ~1.5% of total EBOS GOR in
pro forma FY21
—Average relationship tenure of LifeHealthcare’stop 10 OEMs
is ~13 years
1
LIFEHEALTHCARE SNAPSHOT
Business overview
12
FY21 revenue mix
2
by division and therapeutic area
3
Therapeutic areas
Source: Management reports. Notes: 1. Top 10 OEMs based on FY21 revenue for ANZ Distribution and CY20 revenue for Asia Distribution. Considers Stryker and Stryker Asia
to be two different OEMs. 2. Figures based on pro forma adjusted financials, after Eliminations. Figures on a 100% consolidated basis. 3. Asia Distribution CY20 revenue by
therapeutic area taken as proxy for FY21 revenue. Asia Distribution “Orthopaedics” revenue categorised in “Spine”.
LifeHealthcare is one of the largest independent distributors of third party medical devices,
consumables, capital equipment and inhouse manufactured allograft material in Australia,
New Zealand and South East Asia
ANZ Distribution &
Allograft, 71%
Asia Distribution,
29%
Spine,
45%
Orthopaedics,
11%
Neurovascular
Intervention, 8%
Blood Therapy, 5%
IVD, 4%
Plastics and
Reconstruction, 4%
Other,
24%
MEDICAL CAPITAL
& CONSUMABLES
GENERAL
SURGERY
NEUROSURGERYORTHOPAEDICSSPINE
PLASTICS &
RECONSTRUCTION
ROBOTICS
NEUROVASCULAR
INTERVENTION
ALLOGRAFT
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LIFEHEALTHCARE DIVISIONS
Distribution:
•Long term distribution partner to leading device OEMs (e.g.
Stryker, Establishment Labs, MicroVention)
•Therapeutic areas include spine, orthopaedics, neurovascular
intervention, plastics and reconstructive surgery
―Spine focuses on implantable spinal devices including
segmental fixation, interbody fusion devices and biologics
―Orthopaedics focuses on implantable devices for complex
orthopaedic indications and biologics
Allograft:
•Processes and distributes allograft tissue products for use in
a variety of surgical procedures
•Strong growth profile driven by clinical preference for
advanced allografts, geographic expansion, new distribution
partners and product development
•Includes the largest minority shareholding in Origin
Biologics, a United States based manufacturer of allograft
tissue products
ANZ Distribution & Allograft
•Long term distribution partner to some of the world’s largest
device manufacturers (Johnson & Johnson, Stryker, Abbott
and others)
•Therapeutic areas covered include orthopaedics, blood
therapy, in vitro diagnostics and cardiac
•Presence in Singapore, Malaysia, Thailand, Indonesia, Hong
Kong, Philippines and Vietnam
―Largest presence in Singapore and Indonesia, which have
market size of $0.9b and $2.3b respectively
•One of a small number of diversified, pan-Asian medical
device distributors
•EBOS will indirectly acquire a 51% stake in Transmedic. The
founders of Transmedicwill continue to lead the
management team and own the remaining 49%. EBOS has
entered into arrangements providing a pathway to 100%
ownership of Transmedic
1
in the medium term
Asia Distribution
13
Notes: 1. There are minority shareholders holding shares in subsidiaries of Transmedic. EBOS has a pathway to acquire 100% of TransmedicSingapore Pte Ltd, the holding
company of the Transmedicgroup.
LifeHealthcarecomprises two divisions: ANZ Distribution & Allograft and Asia Distribution
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FINANCIAL PERFORMANCE
Historical pro forma revenue by division ($m)Historical pro forma adjusted EBITDA ($m)
14
Source: Management reports and vendor due diligence. Notes: Pro forma financials include financials from acquired business for t he full FY19–21 period shown on a 100%
consolidated basis. 1. FY19–20 figures shown on a pre-IFRS 16 basis.
LifeHealthcare has generated strong underlying growth as reflected in the combined revenues
and EBITDA since FY19 of LifeHealthcare and businesses it has acquired
269
298
326
FY19FY20FY21
ANZ Distribution & AllograftAsia Distribution
59
72
92
FY19FY20FY21
11
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EXPERIENCED MANAGEMENT TEAM
LifeHealthcare has a management team with deep industry experience that will continue as
part of the EBOS team
15
Matt Muscio
CEO, LifeHealthcare
•Led the vision for the broader LifeHealthcare group through acquisitions and organic growth
•Appointed CEO in August 2015 after serving as COO from 2013, where he was responsible for sales,
marketing, and commercial operations
•Prior to LifeHealthcare, spent 13 years working with Johnson & Johnson’s medical orthopaedic business
David Bonham
CFO and COO, LifeHealthcare
•Joined LifeHealthcare in May 2019
•Prior to LifeHealthcare, spent 11 years with Bupa Dental Corporation in the roles of CFO, COO, and
Managing Director
Simon Berry
CEO, AusBio and Origin Biologics
•Co-founded AusBio in 2000
•Currently serves as CEO of AusBio and CEO of Origin Biologics
Lee Thian Soo
Chairman, Transmedic
•Co-founded Transmedic in 2000
•Owns and serves as Chairman of several businesses with a presence in South East Asia
Seah Kerk Chuan
CEO, Transmedic
•Co-founded Transmedic in 2000
•Prior to Transmedic, spent eight years as a Project Manager with Oakwell Engineering
Teo Kee Meng
MD Business Development,
Transmedic
•Co-founded Transmedic in 2000
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16
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ACCELERATING
EBOS’ MEDICAL
DEVICES STRATEGY
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EBOS’ ORGANISATION STRUCTURE
The enlarged Medical Devices business will remain part of EBOS’ Institutional Healthcare
division
17
Healthcare
Animal Care
Community Pharmacy
Institutional
Healthcare
Contract Logistics
Primary
businesses
Pro forma GOR
contribution
1
43%38%8%12%
Pharmacy Wholesale
Pharmacy Retail
Management
Value Added
Services
Hospital Wholesale
Medical
Consumables
Hospital Pharmacy
Management
Contract LogisticsPet Brands
Vet Wholesale
Pet Retail
Consumer Products
Medical Devices
Sources: Management reports. Notes: 1. Pro forma FY21 GOR includes whole of LifeHealthcare gross profit on a fully consolidated basis.
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EBOS FY21 pre-AcquisitionEBOS FY21 pro forma post-Acquisition
Revenue$9,203m$9,529m
EBITDA$367m$459m
Revenue by geography
GOR by division
FURTHER EXPANDS AND DIVERSIFIES EBOS’ EARNINGS
18
Source: Management reports. Notes: Shown on an adjusted underlying basis and excludes one-off costs. Financials include 100% of Transmedicearnings on a fully
consolidated basis. After eliminations of intercompany sales.
Community
Pharmacy,
51%
Institutional
Healthcare, 26%
Contract
Logistics, 9%
Animal Care, 14%
Community
Pharmacy,
43%
Institutional
Healthcare, 38%
Contract
Logistics, 8%
Animal Care, 12%
Australia,
80%
New Zealand,
20%
Australia,
80%
New Zealand,
19%
Asia, 1%
Institutional Healthcare will represent approximately 38% of group pro forma GOR and the
Acquisition provides a measured entry into Asia
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INCREASES EXPOSURE TO HIGH GROWTH SECTOR
19
EBITDA
1
CAGR (FY19–21)
Source: Management reports. Notes: 1. On an underlying and pre-IFRS 16 basis. LifeHealthcareEBITDA CAGR shown on a pro forma and 100% fully consolidated basis
(includes full contribution from acquisitions over the period shown). EBOS EBITDA CAGR not adjusted for acquisitions over theperiod shown.
The Acquisition will provide greater exposure to the high growth medical devices sector
EBOS (pre-Acquisition)
22%
12%
15%
11%
LachlanHealthcare segmentAnimal Care segmentGroup
LifeHealthcare
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EBOS’ MEDICAL DEVICES BUSINESS
EBOS entered the high growth medical devices distribution sector in 2019 and, post-
Acquisition, will have created a division generating ~$420m annualised revenue
20Notes: 1. Allograft presence only in Australia. 2. Represents upfront consideration.
BrandAcquisition dateEnterprise valueRegionOperationTherapeutic area
Sep 2019ANZDistribution
Orthopaedic, spine & neurosurgery and sports
medicine
Oct 2020ANZ
Marketing and
distribution
Aesthetic procedures
Aug 2021NZDistribution
Spine and major joint, orthopaedic and
neurosurgery
Sep 2021ADistribution
Interventional oncology, urology, gynaecology,
pathology and diagnostics, gastroenterology, and
ear, nose and throat
ANZ Distribution &
Allograft
1
2022ANZ
Process and
distribution
Spine, orthopaedics, neurovascular intervention,
plastics and reconstructive surgery, dental, oral-
maxillofacial, trauma surgery and sports medicine
Asia Distribution
2022AsiaDistribution
Orthopaedic, blood therapy, point of care
diagnostics and surgical products
Combined
~$84m
2
$1,275m
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EBOS
Medical
Devices
Therapy areas
Spine /
Neuro
Gastro-
enterology
Cardiac
Blood
Therapy
Aesthetics
Plastic
Surgery
Oncology
Robotic
Surgery
Women’s
Health
Gynecology
Urology
Point of care
testing
In-vitro
Diagnostics
Orthopaedic
/ Sports
Medicine
ACCELERATES EBOS’ MEDICAL DEVICES STRATEGY
21
Create a diversified portfolio covering
attractive therapeutic areas
Become a leader across multiple
therapeutic areas over medium to long
term
Leverage EBOS’ deep healthcare
experience and trusted hospital
customer relationships
Attract new OEMs as business scales
Target accretive bolt-on acquisitions in
highly fragmented industry
The acquisition of LifeHealthcare aligns with EBOS’ medical device strategy to build a
complete medical devices offering
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ADDITIONAL DEVICES GROWTH OPPORTUNITIES
There are five main strategic opportunities for growth in medical devices
22Source: Management reports.
Australia and New ZealandExisting Asian geographiesNew Asian geographies
Existing therapeutic
areas
Adding distribution agreements with
new OEMs in existing therapeutic areas
or distributing more products from
existing OEMs
Adding distribution agreements with
new OEMs in existing therapeutic
areas or distributing more products
from existing OEMs
Leverage existing OEM relationships
in new Asian geographies
Adjacent therapeutic
areas
Leverage LifeHealthcare’s capability to
grow into new target therapeutic areas
through acquisition or new OEM supply
partnerships
Leverage LifeHealthcare’s existing footprint and capabilities to offer a true
‘pan-APAC’ single distributor proposition
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MANAGEMENT REPORTING STRUCTURE
23
LifeHealthcare will continue to be led by Matt Muscio, who will report directly to John Cullity
John Cullity
CEO
EBOS tenure: 12 years
Brett Barons
CEO – Symbion
EBOS tenure: 19 years
Simon Bunde
Executive GM –
Strategic Operations
and Innovation
EBOS tenure: 17 years
Leonard Hansen
CFO
EBOS tenure: 10 years
Janelle Cain
General Counsel
EBOS tenure: 6 years
Andrea Bell
Chief Information
Officer
EBOS tenure: 6 years
Jacinta McCarthy
Group General
Manager – Human
Resources
EBOS tenure: 2 years
David Lewis
Executive General
Manager – Strategy
EBOS tenure: 25 years
Matt Muscio
CEO – LifeHealthcare
LifeHealthcare tenure: 8 years
Julie Dillon
CEO – Animal Care
EBOS tenure: 1 month
1
Notes: 1. Julie Dillon commenced with EBOS on 1 November 2021.
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CLEAR INTEGRATION APPROACH
The integration approach leverages EBOS’ strong track record of successful business
combinations
24
Background
•EBOS will apply the same integration principles that have served it well in integrating previous acquisitions
•EBOS’ existing presence and experience in medical devices creates strong strategic alignment and reduces integration risk
Approach
•The key strengths that have made LifeHealthcaresuccessful will be safeguarded, including the retention of key management
personnel
•EBOS will indirectly acquire a 51% stake in Transmedic, with the remaining 49% interest retained by the Transmedicco-
founders with arrangements to provide EBOS with a pathway to 100% ownership of Transmedic
1
in the medium term
—During this time, EBOS will partner with the Transmedicco-founders to continue to grow the business and develop an
ownership transition plan
•The Acquisition is conditional upon key LifeHealthcareOEMs providing change of control consents
•EBOS is regarded by stakeholders as a high quality owner with reputable healthcare sector presence
Experience
•EBOS has successfully completed 20 acquisitions over the last 10 years
•In 2013, EBOS completed the transformative acquisition of Symbion, which had an enterprise value ~1.8x larger than EBOS’
enterprise value at the time
—Since that time EBOS has delivered TSR of >400% (to 30 June 2021
2
)
•EBOS has expanded its medical devices footprint since it entered into the sector in September 2019
—EBOS has successfully acquired four devices businesses and the combined division generates ~$90m annualised
revenue
Source: FactSet. Notes: 1. There are minority shareholders holding shares in subsidiaries of Transmedic. EBOS has a pathway to acquire 100% of TransmedicSingapore Pte
Ltd, the holding company of the Transmedicgroup. 2. Total Shareholder Return calculated from 28 May 2013 (day before acquisition announcement).
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25
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ACQUISITION
TERMS AND
FINANCIAL IMPACT
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ACQUISITION FUNDING AND TERMS
Acquisition terms
26
Notes: All currency amounts are in Australian dollars unless stated otherwise. 1. Excludes transaction costs of $37million. 2. Excludes lease liabilities. 3. EPS accretion includes
LifeHealthcarefor a full 12 months and is before amortisation of identifiable intangibles that will be recognised as a result of the acquisit ion. Excludes any impact of shares
that may be issued under the Retail Offer. 4. Net debt / LTM pro forma EBITDA ratio is based on covenant definitions and therefore excludes the impacts of IFRS 16 Leases.
The expected leverage ratio is dependent on a range of factors including Retail Offer proceeds. 5. Subject to escrow arrangements. Scrip Consideration to be issued at the
Placement Price in A$ based on the AUD NZD exchange rate as reported by the Reserve Bank of Australia as at 4pm AEDT on 9 December 2021. 6. Excludes proceeds to be
raised under the Retail Offer as that offer is not underwritten and the amount to be raised is not certain.
EBOS will fund the Acquisition through a combination of incremental committed debt
facilities, an equity raising and scrip consideration
Sources$m
Debt Financing
540
Placement
6
642
Scrip Consideration
23
Total sources
1,204
Uses$m
Acquisition consideration
1,167
Transaction costs
37
Total uses
1,204
Purchase price
•Total consideration of approximately $1,167million
1
, representing an EV of approximately $1,275million
2
for LifeHealthcare on a
100% basis
—EBOS will acquire 100% of LifeHealthcare’s Australia & New Zealand subsidiaries and 51% of LifeHealthcare’s Asian
subsidiary, Transmedic, with the remaining 49% retained by the Transmedic co-founders. EBOS has entered into
arrangements providing a path to 100% ownership of Transmedic in the medium term
•Customary purchase price adjustment mechanism relating to movements in working capital and debt like items (if any) at
completion
•The Transaction is expected to deliver low double digit percentage EPS accretion in CY22 on a pro forma basis
3
pre-synergies
Funding
•A non-underwritten retail offer to eligible existing shareholders to raise up to $100million (with the discretion to accept
oversubscriptions above that total amount) (Retail Offer)
•$540million new term loan facility (Debt Financing)
—Net debt/ LTM pro forma EBITDA is expected to be below 2.25x at 30 June 2022
4
•$642million fully underwritten placement to eligible investors (Placement)
•Approximately 0.7 million new EBOS shares issued to LifeHealthcaremanagement (approximately $23 million) (Scrip
Consideration)
5
Timing and
closing
conditions
•The Acquisition is subject to closing conditions including obtaining warranty & indemnity insurance, certain OEM and key
counterparty consents in relation to change of control of LifeHealthcare, as well as regulatory approvals from FIRB and NZCC
and the finalisation of certain restructuring steps in respect of Transmedic, and is expected to complete before the end of FY22.
EBOS also has a termination right if a material adverse effect occurs prior to closing
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PRO FORMA FY21 INCOME STATEMENT
27
Notes: All currency amounts are in Australian dollars unless stated otherwise. The pro forma income statement does not include the impact of EBOS’ investments completed
post 30 June 2021, which generated approximately $13million of EBITDA in FY21. 1. EBOS’ estimates of LifeHealthcareand Transmedic’snormalised tax rates have been
applied to LifeHealthcareand Transmedicprofit before tax. 2. Acquisition accounting has not be completed for the acquisition of LifeHealthcareand the EBOS acquisitions
completed post 30 June 2021 and as such, the pro forma income statement does not reflect additional depreciation or amortisationthat may eventuate from the recognition
of intangibles under purchase price accounting principles. Assumes an all-in interest rate of 1.8% on the Debt Financing.
FY21 pro forma income statement (underlying, pre one-off costs and synergies associated with the Transaction)
$m, 30 June year endEBOSLifeHealthcare
1
Adjustments
2
EBOS pro forma
Revenue
9,202.9325.8-9,528.6
EBITDA
367.192.1-459.2
Depreciation and amortisation
(72.6)(17.6)-(90.2)
EBIT
294.574.5-369.0
Interest
(27.6)(0.9)(10.7)(39.2)
PBT
266.873.6(10.7)329.8
Tax expense
(79.2)(20.6)3.2(96.6)
NPAT
187.753.0(7.5)233.2
NPAT attributable to owners of the Company
188.249.1(7.5)229.8
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PRO FORMA FY21 BALANCE SHEET
$m, 30 June year endEBOSLifeHealthcare
1
Adjustments
2
EBOS pro forma
Cash
169.06.3-175.2
Trade and other receivables and prepayments
1,170.665.2-1,235.8
Inventory
784.8114.1-898.9
Property, plant and equipment
242.642.5-285.1
Right of use asset
222.411.2-233.5
Intangibles and other assets
3
1,360.5410.4751.72,522.6
Total assets
3,949.8649.6751.75,351.1
Trade and other payables
1,627.562.5-1,690.1
Bank loans
440.25.2536.7982.1
Current
116.6--116.6
Non-current
323.65.2536.7865.4
Lease liabilities
240.111.5-251.6
Other liabilities
236.240.7-276.9
Total liabilities
2,544.1119.9536.73,200.6
Net assets
1,405.7529.8215.02,150.5
Net debt / FY21 PF EBITDAF
4
0.85x1.99x
Interest cover ratio
4
16.00x13.19x
28
Notes: All currency amounts are in Australian dollars unless stated otherwise. The pro forma balance sheet does not include the impact of EBOS’ investments completed post
30 June 2021, whereby EBOS has drawn down $101million of additional debt. 1. The pro forma balance sheet for LifeHealthcareincludes the 100% consolidation of
Transmedicwhich was acquired in July 2021. LifeHealthcarecurrently owns 51% of Transmedic. 2. The LifeHealthcarepro forma acquisition impact is based on the 30 June
2021 balance sheet adjusted to reflect the cash free / debt free transaction structure, with all consideration in excess of purchased net assets disclosed as intangibles. This
value will be subject to a formal purchase price accounting process that under Accounting Standards will be completed within 12 months of completion. Bank loans
adjustment reflects net incremental acquisition debt after capitalisation of upfront debt costs. Includes total considerationof$1,204 million including transaction costs offset
by the cash raised via the Debt Financing, Placement and Scrip Consideration. No impact of the Retail Offer is included. 3. Includes deferred tax asset adjustment relating to
transaction costs. 4. Based on covenant definitions and therefore excludes the impacts of IFRS 16 Leases.
FY21 pro forma balance sheet (pre one-off costs associated with the Transaction)
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29
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EBOS TRADING
U P D AT E
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FY22 TRADING UPDATE
30
Notes: See section 7 for the key risks that may impact LifeHealthcare’sability to achieve the CY22 forecast. 1. The financial results underpinning this growth are unaudited.
The four months ended 31 October 2021 had one less trading day than the corresponding period in 2020. 2. On a 100% consolidated basis. 3. EPS accretion includes
LifeHealthcarefor a full 12 months and is before amortisation of identifiable intangibles that will be recognised as a result of the acquisition. Excludes any impact of shares
that may be issued under the Retail Offer.
•EBOS has had a pleasing start to FY22 with strong revenue and earnings growth recorded across both the Healthcare and Animal Care
segments
•For the four months ended 31 October 2021, growth compared to the prior corresponding period
1
was:
•EBOS anticipates LifeHealthcarewill generate $110million – $114million EBITDA
2
in CY22
•The Transaction is expected to deliver low double digit percentage EPS accretion in CY22 on a pro forma basis
3
pre-synergies
•EBOS’ FY22 dividend is expected to be in line with EBOS’ dividend policy to declare dividends representing between 60% and 80% of
NPAT
HealthcareAnimal CareGroup
Revenue
10.4%14.3%10.6%
EBIT
12.7%14.8%13.1%
NPAT
14.2%
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31
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EQUITY RAISING
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EQUITY RAISING OVERVIEW
32
Retail Offer
1
•EBOS will conduct a non-underwritten retail offer to eligible existing shareholders to raise up to NZ$105 million (A$100million
1
)
(with the discretion to accept oversubscriptions above that total amount) (Retail Offer)
•Eligible shareholders in New Zealand and Australia will be invited to apply for up to NZ$50,000and A$47,500, respectively of
new shares under the Retail Offer, free of any brokerage, commission and transaction costs
•Maximum application size has been selected with the objective to enable as many retail shareholders as possible to apply for
their pro rata share of the equity raising under the Retail Offer
2
•New shares to be issued under the Retail Offer will be issued at the lower of the Placement Price and the five-day VWAP of
EBOS shares up to, and including, close of the Retail Offer
Placement
•Fully underwritten placement to eligible investors to raise approximately NZ$674 million (A$642million
1,2
) (Placement)
—Approximately 20million new shares to be issued under the Placement, representing 11.9% of EBOS’ existing shares
on issue
•New shares to be issued under the Placement will be issued at a fixed price of NZ$34.50per share
2
(Placement Price),
representing a discount of 5.5% to the last close price of NZ$36.50 per share as at 8 December 2021
•EBOS shareholder Sybos Holdings Pte Limited, holding approximately 18.9% of current EBOS shares on issue, has provided a
commitment to subscribe for its pro rata equivalent share of the equity raising
Ranking
•New shares issued under the Placement and Retail Offer will rank equally with existing EBOS shares on issue and will be quoted
on the NZX and ASX from the date of allotment
Underwriting
•The Placement is fully underwritten by Macquarie Securities (NZ) Limited
•The Retail Offer is not underwritten
Notes: 1. Assumes a AUD NZD exchange rate of 1.0499as at 8 December 2021. The ultimate A$ raising size for the Placement will be dependent on the AUD NZD exchange
rate as reported by the Reserve Bank of Australia as at 4pm AEDT on 9 December 2021 and for the Retail Offer dependent on theAUD NZD exchange rate as reported by the
Reserve Bank of Australia as at 4pm AEDT on the Retail Offer closing date. The proposed target Retail Offer size has been setatA$100 million, and has been included to
provide investors with some visibility on the expected amount to be raised and level of shares to be issued under the Retail Offer (but may be more or less). This target amount
is considered appropriate to provide the opportunity for the vast majority of shareholders to achieve a pro rata allocation (based on the proposed total size of the capital
raising) having regard to an analysis of EBOS’ share register, and precedent participation rates in other NZX and ASX share purchase plans/retail offers. Any scale back of the
Retail Offer will be conducted pro rata based on the holdings of subscribers on the record date for the Retail Offer. The newsh ares issued will have the same rights and will
rank equally with existing shares on issue. EBOS may decide to accept applications (in whole or in part) that result in the Retail Offer raising more than A$100 million, in its
absolute discretion. Further details of the Retail Offer will be contained in the Retail Offer Booklet, which will be sent toeligible EBOS shareholders on Wednesday, 15
December 2021. 2. The A$ price for the Placement will be determined with reference to the AUD NZD exchange rate as reported by the Reserve Bank of Australia as at 4pm
AEDT on 9 December 2021.
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EQUITY RAISING TIMETABLE
33
DescriptionDate (NZT)
1
Record date (for identifying shareholders eligible to participate in the Retail Offer)7pm, Wednesday, 8 December 2021
Trading halt and announcement of the Placement and Retail OfferThursday, 9 December 2021
Placement bookbuild and allocationThursday, 9 December 2021
Trading halt lifted – trading resumes on the NZX and ASXFriday, 10 December 2021
ASX settlement of new shares issued under the PlacementTuesday, 14 December 2021
NZX settlement of new shares issued under the PlacementWednesday, 15 December 2021
ASX and NZX allotment and normal trading of new shares issued under the PlacementWednesday, 15 December 2021
Retail Offer opens and Retail Offer Booklet is dispatchedWednesday, 15 December 2021
Retail Offer closesMonday, 17 January 2022
Retail Offer allotment date Monday, 24 January 2022
Commencement of normal trading of new shares issued under the Retail Offer on NZX Main BoardMonday, 24 January 2022
Commencement of normal trading of new shares issued under the Retail Offer on ASXTuesday, 25 January 2022
Despatch of holding statementsFriday, 28 January 2022
Notes: 1. All dates and times are indicative and subject to change without notice. EBOS and Macquarie Securities (NZ) Limitedre serve the right to amend any or all of these
dates and times subject to the Corporations Act, the ASX Listing Rules, the NZX Listing Rules and other applicable laws.
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34
KEY RISKS
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KEY RISKS
35
RiskDescription
COVID-19
A material amount of the products that LifeHealthcare sells are used as part of surgical or clinical procedures. The COVID-19 outbreaks to date have led
to elective surgeries in a number of the countries in which LifeHealthcare operates being cancelled which has impacted demandfor products such as
those sold by LifeHealthcare. EBOS’ earnings expectations for LifeHealthcare assume a rebound and catch-up in the volume of surgeries during the 2022
calendar year. Further significant outbreaks of COVID-19, including as a result of new variants emerging, could result in the assumed rebound and catch-
up in the volume of surgeries failing to materialise in whole or in part and, more generally, could have an adverse effect onthe financial prospects of the
business being acquired and, in turn, EBOS.
More generally, the COVID-19 pandemic has severely impacted, and will likely continue to severely impact, New Zealand and Australia and South East
Asian nations. The impact of the COVID-19 pandemic on the group may change over time and affect different parts of the group in different ways. This
could include impacting some of the group’s supply chain, operations, people and customers. By way of example, a COVID-19 outbreak at a major
operational site could lead to that site being required to cease operations for a period which would likely result in significant disruption for customers
and suppliers.
Key risks
associated with the
Transaction
Transaction due diligence and reliance on information provided
EBOS has undertaken financial, operational, business and other analysis in respect of LifeHealthcarein order to determine its attractiveness to EBOS and
whether to pursue the Transaction.
Risks may exist in relation to LifeHealthcareof which EBOS may be unaware, including latent, future or otherwise unknown claims or liabilities. The
analysis undertaken by EBOS may draw conclusions and forecasts that are inaccurate or which are not realised in due course. There is no assurance that
the due diligence conducted was conclusive and that all material issues and risks in respect of the Transaction have been identified. To the extent a risk
was identified there is no assurance that the materiality of the risk has been accurately assessed or, to the extent that a material risk has been identified,
that it is effectively mitigated.
To the extent that the actual results achieved by the Transaction are weaker than those indicated by EBOS’ analysis, there isa risk that there may be an
adverse impact on the financial position and performance of LifeHealthcare, and therefore on the return EBOS receives from its ownership of
LifeHealthcare.
The due diligence undertaken by EBOS relied partly on the review of financial and other information provided by the vendors. EBOS has not been able to
verify the accuracy, reliability or completeness of all the information which was provided to it against independent data.
LifeHealthcarehas undertaken two key material acquisitions in the last two years, including the acquisition of a majority interest in Transmedicin July
2021.
Completion risk
Completion of the Transaction is conditional on various matters, and if any of the conditions are not satisfied or waived, oran y of the completion
deliverables are not delivered, completion may be delayed or may not occur on the current terms or at all. Unless the partiesag ree otherwise, the
Acquisition may be terminated if by the final date for satisfaction of the conditions precedent, the conditions are not satisfie d or waived. EBOS has the
ability to terminate the Acquisition sale and purchase agreement if a “material adverse effect” occurs in respect of LifeHealthcare. There is a risk that such
a material adverse effect does take place and the Acquisition is terminated.
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RiskDescription
Key risks
associated with the
Transaction
(cont’d)
Completion is conditional on the approval of, or clearance being obtained from certain regulators. In order to obtain the approval or clearance, EBOS
may be required to provide certain undertakings regarding its business (including as to divestment). If this occurred, this could result in EBOS incurring
losses or increased costs.
Capital raise risk
EBOS has entered into an underwriting agreement pursuant to which Macquarie Securities (NZ) Limited (Macquarie) has agreed tounderwrite the
Placement.
The underwriting agreement is subject to customary conditions precedent and termination events. If the customary conditions precedent are not
satisfied or the underwriting agreement is terminated, EBOS could not immediately complete the Transaction and would need to seek alternative sources
of funding.
A summary of the events which may trigger termination of the underwriting agreement include (but are not limited to) the following:
•the Acquisition sale and purchase agreement or new debt facilities entered into have become void or voidable, illegal, invalid or unenforceable
or have been amended in any material respect or materially breached, terminated or rescinded, or a circumstance exists which results in a
condition precedent being incapable of being satisfied;
•the disclosure documents or any aspect of the Placement or Retail Offer do not apply with any applicable law, or regulation, or listing rules
•the disclosure documents contain any information or statement that is or becomes misleading or deceptive or is likely to misleador deceive;
•there being a change to the to the form of the disclosure documents as required by any competent authority or EBOS;
•an obligation arises on EBOS to give ASX a correction notice in accordance with section 708A(9) of the Corporations Act 2001 (CthAustralia) and
the matters to be disclosed in that notice are adverse from the point of view of an investor;
•EBOS becomes required to give or gives a correction notice under clause 21 of schedule 8 of the Financial Markets Conduct Regulations 2014
(NZ) and the matters to be disclosed in that notice are adverse from the point of view of an investor;
•any information supplied by or on behalf of EBOS to Macquarie in relation to EBOS or the Placement and Retail Offer is, or becomes, misleading
or deceptive or likely to mislead or deceive;
•EBOS does not provide a certificate as and when required by the underwriting agreement or a statement in any certificate is misl eading,
inaccurate or untrue or incorrect;
•any event specified in the underwriting agreement (including in the timetable) is delayed for one or more business days without the prior written
consent of Macquarie, other than any delay which is solely attributable to the acts or omissions of Macquarie;
•a representation, warranty, undertaking or obligation contained in the underwriting agreement on the part of EBOS is breached, becomes not
true or correct or is not performed;
•a change in the position of the Chairperson or CEO of EBOS occurs or is announced;
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KEY RISKS
37
RiskDescription
Key risks
associated with the
Transaction
(cont’d)
•EBOS or any material subsidiary of EBOS is subject to an insolvency event, or there is an act or omission which is likely to result in EBOS or any
material subsidiary becoming subject to an insolvency event;
•EBOS or any EBOS group member, or any of their respective directors or any of John Cullityor Leonard Hansen engage, or have engaged since
the date of the underwriting agreement, in any fraudulent conduct or activity whether or not in connection with the Placementan d Retail Offer;
•any of the following regulatory matters occur:
―EBOS ceases to be admitted to the official list of ASX or NZX;
―EBOS’ shares are suspended from official quotation for one or more trading days or cease to be quoted on ASX or NZX, subject to
certain exceptions;
―ASX or NZX notifies EBOS that it will not grant permission for the official quotation of any of the New Shares;
―the permission for the official quotation of any of the shares the subject of the Placement granted is subsequently withdrawn, qualified
(other than by way of customary conditions) or withheld;
―a governmental authority withdraws, revokes or materially adversely amends any regulatory approvals required for EBOS to performits
obligations under the underwriting agreement or to carry out the transactions contemplated by the underwriting agreement, the
Acquisition sale and purchase agreement or the new debt facilities;
―there is introduced, or there is a public announcement of a proposal to introduce, adopts or announces a proposal to adopt a newlaw
or policy after the date of the underwriting agreement;
•any of the following occur:
―a director of EBOS is charged with an indictable offence or being held to have acted in breach of part 2 or subpart 2 or subpart3 of Part
5 of the Financial Markets Conduct Act 2013 (NZ);
―any governmental authority commences any public action against any of the directors of a EBOS group member in their capacity as a
director of the EBOS group member, or announces that it intends to take such action; or
―any director of EBOS is disqualified from managing a corporation under Part 2D.6 of the Corporations Act or is disqualified frombeing
appointed as a director under section 151(2) of the Companies Act 1993 (NZ);
―EBOS is prevented from conducting or completing the Placement and Retail Offer in compliance with any applicable laws or an order of
a court of competent jurisdiction or other governmental authority, or otherwise is unable or unwilling to do any of these things; or
―there is an event or occurrence, including any statute, order, rule, regulation, directive or request of any governmental authority which
makes it illegal for Macquarie to satisfy an obligation under the underwriting agreement, or to market, promote or settle thePlacement;
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KEY RISKS
38
RiskDescription
Key risks
associated with the
Transaction
(cont’d)
The underwriting agreement also prescribes a range of restructure events upon the occurrence of which if EBOS and Macquarie failto come to an
agreement to amend the underwriting agreement within one business day, Macquarie may terminate any of its obligations under the underwriting
agreement which have not been, and which are not required to be, performed at that time by notice in EBOS. These restructure events include:
•adverse change to EBOS;
•any following regulatory actions:
―an application is made by ASIC for an order under Part 9.5 of the Corporations Act or the FMA under part 8 of the Financial Markets
Conduct Act in relation to the Placement or the disclosure documents and that application becomes public or is not withdrawn within
two business days it is made or by the Placement allotment date;
―any governmental authority commences, or gives notice of an intention to hold, any investigation, proceedings or hearing in relation to
the Placement or the disclosure documents and that investigation, proceeding or hearing becomes public or is not withdrawn within
two business days after it is commenced or by the Placement allotment date;
―an application to a governmental authority for an order, declaration or other remedy in connection with the Placement or any
agreement entered into in respect of the Placement; or
―the New Zealand Commerce Commission or FIRB refuses, or indicates that it will refuse, to grant approval in relation to the Acquisition
on terms reasonably acceptable to EBOS; or
•financial market disruptions:
―a general moratorium on commercial banking activities in Australia, New Zealand, the United Kingdom, or the United States of America
or Hong Kong is declared by the relevant central banking authority in those countries;
―certain disruptions in commercial banking or security settlement or clearance services in any of those countries;
―hostilities not existing at the date of the underwriting agreement commence or a major escalation in existing hostilities occursinvolving
any one or more of Australia, New Zealand, the United Kingdom, the United States of America or the Peoples’ Republic of China
(including Hong Kong), or a terrorist act is perpetrated on any of those countries; or
•trading in all securities quoted or listed on ASX, NZX, New York Stock Exchange or London Stock Exchange is suspended or limitedin a material
respect for one or more days on which that exchange is open for trading.
If completion does not occur, EBOS will need to consider alternative uses for, or ways to return the proceeds of any subscriptions raised from EBOS
shareholders under the Retail Offer and Placement. If completion is delayed, EBOS may incur additional costs and it may take longer than anticipated for
EBOS to realise the benefits of the Transaction. Failure to complete, or delay in completing, the Transaction and/or any action required to be taken to
return capital may have a material adverse effect on EBOS’ financial performance, financial position and security price. Suchcircumstances may result in
a reduction in earnings to the extent that funds raised under the Retail Offer and Placement are retained in cash.
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RiskDescription
Key risks
associated with the
Transaction
(cont’d)
Debt financing risk
The Acquisition sale and purchase agreement is not subject to any financing condition. EBOS has obtained $540 million of new debt facilities to partially
fund the Transaction on a customary certain funds basis (New Debt Facilities). EBOS has received legally binding commitments from certain financiers
to provide the New Debt Facilities subject to certain conditions. If certain events occur (e.g. failure to complete the Transaction, failure to agree and
deliver certain documentation and breach of certain material representations and warranties or material undertakings or materialevents of default
occur), the financiers may terminate their commitment to provide the New Debt Facilities. If so, EBOS would need to secure alternative sources of
funding. Failure to source alternative funding could result in EBOS being unable to perform its obligations to complete the Transaction.
If the Transaction occurs, there will be an increase in EBOS’ debt levels. The use of the New Debt Facilities to partially fund the Transaction means that
EBOS will be exposed to risks associated with higher interest costs and insolvency.
In addition, EBOS will be more exposed to general risks relating to any refinancing of its debt facilities. An inability to refi nance debt facilities or the risk
of increased financing costs on refinancing may adversely affect the financial performance of EBOS.
Key management
Certain key management of LifeHealthcare have been identified by EBOS. Failure to retain some or all of these individuals maymaterially adversely
impact LifeHealthcare’s financial performance.
Change of Control
The Transaction may trigger change of control clauses in some material contracts to which LifeHealthcare or its subsidiaries is a party. When triggered,
the change of control clause will often require LifeHealthcare to seek the counterparty’s consent in relation to the Transaction, or enable the
counterparty to terminate the contract. There is a risk that the counterparty will not provide their consent to the Transaction which may trigger a
termination right in favour of that counterparty or the counterparty may seek to renegotiate terms to obtain such consent which may adversely affect
LifeHealthcare’s financial performance.
W&I risk
The Acquisition sale and purchase agreement includes a condition precedent that EBOS uses its reasonable endeavours to obtainwarranty and
indemnity (W&I) insurance covering certain risks arising from breaches of the representations and warranties given in connection with the Transaction.
There is a risk that the W&I insurance cannot be obtained, or can only be obtained on terms and conditions (including price and exclusions) which are
not favourable to EBOS. There is a risk that the W&I condition precedent is not satisfied or waived, that the price of the policy will be higher than
assumed or that there will be significant exclusions to the policy that were not anticipated at the time of signing the Acquisit ion share purchase
agreement. See above under the heading “Completion risk” for further details in respect of the risk of conditions precedent not being waived or satisfied.
The W&I insurance will be the sole recourse for most warranty and indemnity claims and EBOS will have no right to make any claimagainst the vendors
for breaches of the representations and warranties given by the vendors (except in limited circumstances such as in fraud by a vendor). EBOS also has
very limited ability to make claims against the vendors in respect of certain actions by a target group member which result in abreach of vendor
warranty before the W&I insurance is obtained. There is a risk that the vendors do not have the financial capacity to meet thoseclaims, and EBOS will
not have the ability to make those claims under the W&I insurance.
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RiskDescription
Key risks
associated with the
Transaction
(cont’d)
The W&I insurance will be subject to limitations and a minimum claim deductible. There is therefore the risk that the W&I insurance will not be available,
or adequate to cover a potential loss arising from breaches of the representations and warranties or be subject to exclusionsthat may result in a material
adverse impact on the EBOS financial position.
Integration risk
The integration of a business of the size of LifeHealthcare carries numerous risks, including potential delays, potential clientattrition, loss of key staff,
additional unanticipated costs in implementing necessary changes, and difficulties in integrating various operations. These risks are particularly
accentuated by the disruptions caused by COVID-19, which may make integration difficult, delayed or in some instances unachievable.
Integration risks include:
•loss of, or reduction in, key personnel, expert capability or employee productivity, or failure to procure or retain employees;
•possible increased risk of errors or incidents such as trading errors due to inadequate or inconsistent processes or controls;
•possible difficulties in bringing together the cultures and management styles of both organisations in an effective manner; and
•disruption to the ongoing operations of both businesses, including difficulties in distribution owing to disruptions of international travel and
distribution networks as a result of COVID-19.
Any of these possibilities may have an adverse impact on EBOS’ operating and financial performance and the future price of EBOS shares.
Transmedic business risks
LifeHealthcare acquired a 51% interest in Transmedic in July 2021 (Transmedic Acquisition). In connection with the Transaction, LifeHealthcare will be
granted a call option to acquire the remaining 49% interest in Transmedic from the Transmedic founders. The Transmedic founders will also be granted a
put option to require LifeHealthcare to acquire their 49% stake.
As the Transmedic Acquisition was only recently undertaken, the same integration risks described above under the heading “Integration risk” apply to
the Transmedic Acquisition.
Foreign jurisdiction compliance risks
LifeHealthcare has significant operations in Asia (Hong Kong, Singapore, Vietnam, Malaysia, Thailand, Indonesia and the Philippines) through the
Transmedic group. The operations of the LifeHealthcare business in each of these jurisdictions is subject to extensive laws, regulatory requirements and
industry standards and codes. A failure by Transmedic group of companies to hold relevant licences or approvals could, if not rectified, result in the
relevant Transmedic group companies being liable to fines, penalties and requirements to pay compensation for damages as wellasreputational
damage and the possibility, ultimately, of revocation of licences or approvals which could have a material adverse impact on thebusiness carried out in
those jurisdictions.
If EBOS or LifeHealthcare do not have appropriate systems and procedures in place to manage its regulatory compliance, EBOS could be subject to fines,
penalties and requirements to pay compensation for damages as well as reputational damage and the possibility of revocation of licences.
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RiskDescription
Key risks
associated with the
Transaction
(cont’d)
Economic, political and social conditions in Asia
Due to the operations in Asia through the Transmedic group of companies in Hong Kong, Singapore, Vietnam, Malaysia, Thailand,Indonesia and the
Philippines, the Lifehealthcare business, results of operations, financial condition and prospects may be influenced to a significant degree by economic,
political, social and legal conditions in those countries.
The economies of some of these countries differ from the economies of developed countries in many respects, including with respect to the amount of
government involvement, level of development, growth rate and allocation of resources.
LifeHealthcare’s operations in Asia are governed by local laws and regulations in the relevant countries and the level of sophistication of the legal and
regulatory regimes in most of those countries can be considerably lower than in more developed countries. As a result, the interpretation and
enforcement of these laws and regulations involve uncertainties and can be inconsistent and unpredictable. In addition, in certain jurisdictions the legal
system is often based in part on government policies and internal rules, some of which are not published on a timely basis oratall, and which may have
a retroactive effect.
As a result, EBOS may not be aware of any violation of laws, regulations or policies and rules by LifeHealthcare.
Product liability
exposure
EBOS and LifeHealthcare may, from time to time, experience product defects or other claims relating to its products or services.Defects in products that
EBOS or LifeHealthcare manufactures, markets, sells or distributes could be difficult or costly to correct, cause significantcustomer relations and business
reputation problems, harm EBOS or LifeHealthcare’s financial results and result in damage to or claims by their customers. Any such claim could also
result in increased challenges in obtaining insurance on comparatively reasonable terms.
Currency riskEBOS’ operations are primarily in New Zealand and Australia. Foreign exchange risk arises when future commercial transactionsan d recognised assets
and liabilities are denominated in a currency that is not the primary currency for EBOS’ operations. EBOS makes purchases in foreign currencies such as
the US dollar and the Euro and is therefore exposed to foreign exchange risk arising from movements in exchange rates. The acquisition of
LifeHealthcarewill further diversify EBOS geographically, which may also increase EBOS’ foreign exchange risk and expose EBOS to a number of
additional currencies.
To manage the currency risk in respect of both revenue and expenses, EBOS may hedge a percentage of its net foreign currency exposures using forward
foreign exchange contracts and/or foreign exchange options to reduce the variability from any changes in EBOS’ net operating income and cash flows to
acceptable parameters. Such hedging does not, however, guarantee a more favourable outcome than that achieved by not hedging.
CompetitionEBOS and LifeHealthcareoperates in a highly competitive environment. This competitive environment can be significantly affected by local market
forces, general competitive dynamics, new market entrants, changes in economic conditions and product demand. In relation to EBOS’ business,
contracts with pharmacy wholesale customers tend to be for periods of between 2 to 5 years and for this reason at any point in time EBOS is engaged in
customer negotiations and tender processes. Any increased competition from new and existing competitors can impact on EBOS’ and LifeHealthcare’s
ability to generate sales, lead to a loss of market share, and cause a decline in profitability. Such changes to the competitiveenvironment in which EBOS
and LifeHealthcareoperate may have an adverse impact on their financial position, performance and prospects.
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RiskDescription
Counterparty riskThere is a risk that counterparties (including customers) may fail to meet their contractual obligations resulting in loss toEB OS or LifeHealthcare and
impacting on EBOS’ or LifeHealthcare’s business relationships and operations. EBOS and LifeHealthcare cannot guarantee that their respective
counterparties will fulfil these obligations or that EBOS and LifeHealthcare will successfully manage counterparty risk (including credit risk). The failure of
customers to meet their obligations to EBOS or LifeHealthcare may adversely impact on revenue and the financial position, performance and prospects
of EBOS or LifeHealthcare.
Reliance on key
suppliers
EBOS’ and LifeHealthcare’s ability to supply products to its customers is highly dependent on securing products from third partysuppliers. EBOS and
LifeHealthcare would be materially impacted if any of those suppliers were unwilling or unable to provide products as contractedor made a decision to
supply products on unfavourable terms. If suppliers failed to supply the products, terminated the contracts connected with the supply of products (or
allowed them to expire without renewing them) or changed terms to be less favourable than those currently offered, and EBOS or LifeHealthcare were
unable to arrange for the supply of replacement products from another supplier on acceptable terms or at all, this change maymaterially impact EBOS
or LifeHealthcare’s financial position, performance and prospects.
LifeHealthcare also provides value-added services to bone banks by processing donor tissue into allograft and distributing it. Supply of donor tissue
relies on arrangements with two organisations. If either or both of those organisations were to reduce or stop supply of donor tissue, or if supply of
donor tissue was impacted for some other reason, that may impact LifeHealthcare’s allograft manufacture and distribution activit ies and, in turn, impact
revenue and earnings.
Impairment riskEBOS and LifeHealthcare carry significant goodwill and indefinite life intangible assets on their balance sheets. Accounting policies require that these
assets be regularly tested for impairment and that the underlying assumptions supporting their carrying value be confirmed. There is a risk that the
carrying balances for goodwill and/or intangibles may become impaired in the future, which would have an adverse impact on the financial position,
performance and prospects of EBOS or LifeHealthcare.
Regulatory risk
and changes in law
EBOS and LifeHealthcare operate in a number of highly regulated industry segments, including in relation to the distribution andsupply of
pharmaceutical, medical and related products.
EBOS and LifeHealthcare are exposed to the risk of new government policies, pricing arrangements, regulations and legislationthat may impact on both
the pricing of products and, accordingly, EBOS’ profitability.
For example, for EBOS, the Australian Government’s reforms to the Pharmaceutical Benefits Scheme (PBS) over many years has had and continues to
have the effect of lowering the prices paid for medicines, thereby lowering the distribution margin earned by EBOS.
Additionally, the financial performance of EBOS may be materially affected by changes in government regulations with respect to the pharmacy industry
in New Zealand and Australia, including the Community Service Obligation (CSO). Symbion Pty Ltd (a wholly-owned subsidiary of EBOS) is a signatory to
a CSO deed which governs the arrangements under which Symbion distributes PBS medicines around Australia, in return for access to a pool of funding
that subsidises the distribution of PBS medicines to rural and remote parts of Australia. Any material adverse change in the CSOarrangements could
have a material negative impact on the financial performance of EBOS. These changes could include: changes to the basis of the CSO funding (including
a reduction in the overall CSO funding pool or the way in which payments to eligible wholesalers are calculated), changes to theperformance criteria, or
the termination or expiry of Symbion’s CSO deed. In addition, Symbion could fail to achieve the performance criteria resulting in restricted or no access
to the CSO funding pool.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
KEY RISKS
43
RiskDescription
Regulatory risk
and changes in law
(cont.)
The benefit paid to medical device manufacturers and distributors such as LifeHealthcare and EBOS’ existing medical devices business by private health
insurers is determined by the Australian Government’s Prostheses List. Reforms to the Prostheses List in the past have reduced the benefit payable to
medical device manufacturers and distributors. Upcoming reforms to the Prostheses List have been flagged and are currently expected to have an
impact on LifeHealthcare’s future revenues and earnings. In particular, these changes are expected to include price reductions on some items on the
Prostheses List or removal of items from the Prostheses List altogether. There is no guarantee that LifeHealthcare will be able to mitigate the impact of
these (or other future reforms) in part or full.
More broadly, changes to government policy, law or regulations, or the introduction of new regulatory regimes (for example, in relation to climate
change), may lead to an increase in operational costs, reduce margin and may have a materially adverse effect on the financial position, performance
and prospects of EBOS or LifeHealthcare.
Failure to comply with applicable laws and regulations may result in enforcement actions, including orders issued by regulatory or judicial authorities
causing operations to cease or be curtailed, and may include civil or criminal fines or penalties.
Cyber riskEBOS and LifeHealthcare operate a number of information technology systems. These systems may be subject to internal or externalsecurity breaches. A
security breach could result in significant business disruption and cost, misappropriation of funds, loss of intellectual property and disclosure of sensitive
business information or personal data. Other consequences as a result of a security breach could include legal or regulatory liability, loss of business and
reputational damage. Any damage to EBOS’ information technology systems could lead to extended downtime of EBOS or LifeHealthcare’s websites or
corporate systems. This could adversely affect EBOS or LifeHealthcare’s operations and financial position, performance and prospects.
Privacy riskThe protection of customer, employee, third party and company data is critical to EBOS’ and LifeHealthcare’s operations. The legal and regulatory
environment surrounding information security and privacy is increasingly complex and demanding. Customers, employees and third parties such as
suppliers also have an expectation that EBOS and LifeHealthcare will adequately protect their personal information. A breach of customer, employee,
third party or company data could attract significant media attention, damage EBOS’ or LifeHealthcare’s reputation and customer or supplier
relationships and ultimately result in lost sales, legal or regulatory liability or litigation. This could have a material adverse effect on EBOS or
LifeHealthcare’s future financial position, performance and prospects.
Supply chain riskDisruptions to EBOS’ or LifeHealthcare’ssupply chains, or EBOS’ manufacturing operations, may have a material adverse effect on the productivity and
results of operations during the affected period. Any material damage or disruption to EBOS or LifeHealthcare’ssupply chains and EBOS’ manufacturing
operations may impair their ability to provide products and services and result in significant disruption to the business andcustomers.
Future dividends
and franking
No assurance can be given in relation to the payment of future dividends. Future determinations as to the payment of dividends by EBOS will be at the
discretion of the directors and will depend upon the availability of profits, the operating results and financial condition of EBOS, future capital
requirements, covenants in relevant financing agreements, general business and financial conditions and other factors consideredrelevant by the
directors. No assurance can be given in relation to the level of imputation and/or franking credits attaching to future dividendpayments. The level of
imputation and/or franking credits attaching to future dividend payments will largely depend upon the Group’s ability to carry f orward the existing
balance of imputation and franking credits, the amount of tax paid in Australia and New Zealand in the future, and other factors.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
KEY RISKS
44
RiskDescription
Health and safety
risk
Due to the nature of some of the industries in which EBOS and LifeHealthcare operate, there is a risk of accidents or unsafe operations. Notwithstanding
the preventative measures which EBOS and LifeHealthcare have taken or may take, there can be no assurance that accidents or unsafe operations will not
occur and injure EBOS’ or LifeHealthcare’s own personnel or third parties. Such events may result in additional costs and fines,and may jeopardise EBOS
or LifeHealthcare’s reputation and credibility.
Interest rate riskEBOS is subject to the risk of rising interest rates associated with borrowing on a floating rate basis. EBOS seeks to managepart of its exposure to
adverse fluctuations in floating interest rates through interest rate hedging arrangements, including derivative financial instruments. Such arrangements
involve risk, such as the risk that counterparties may fail to honour their obligations under these arrangements, and that such arrangements may not be
effective in reducing exposure to movements in interest rates. To the extent that EBOS does not hedge effectively (or at all)ag ainst movements in
interest rates, such interest rate movements may adversely affect EBOS’ results.
Litigation riskDisputes or litigation may arise from time to time in the course of the business activities of EBOS and LifeHealthcare. Thereis a risk that any material or
costly dispute or litigation could adversely affect EBOS’ or LifeHealthcare’s reputation, financial position, performance or prospects.
Insurance riskAlthough EBOS and LifeHealthcare maintain insurance coverage that it believes is appropriate to protect against major operating and other risks, not all
risks are insured or insurable. EBOS and LifeHealthcare cannot be sure that adequate insurance coverage for potential losses andliabilities will be
available in the future on commercially reasonable terms, and may also carry large deductibles and premiums. If EBOS or LifeHealthcare experiences a
loss in the future, the proceeds of the applicable insurance policies, if any, may not be adequate to cover replacement costs, lost revenues, increased
expenses or liabilities to third parties. This may have a materially adverse effect on EBOS’ or LifeHealthcare’s financial posit ion, performance and
prospects.
Taxation risksFuture changes in New Zealand or Australian taxation law, including changes in interpretation or application of the law by the courts or taxation
authorities in New Zealand or Australia, may affect the taxation treatment of an investment in EBOS shares or the holding anddisposal of those shares.
Further, changes in tax law, or changes in the way tax law is expected to be interpreted, in the jurisdictions in which EBOS or LifeHealthcareoperates,
may impact the future tax liabilities of EBOS or LifeHealthcare.
Changes to
accounting
standards
Changes to accounting standards that apply to EBOS could materially adversely affect the financial position and performance reported in EBOS’ financial
statements.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
APPENDIX –
BACKGROUND
INFORMATION
ON EBOS
45
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
EBOS SNAPSHOT
46
Businesses
Geographies (FY21 revenue)
Segments (FY21 GOR
3
)
Source: Management reports. Notes: 1. Market capitalisation as at 8 December 2021. 2. EBIT is statutory EBIT. 3. Gross operatingrevenue.
EBOS is the largest and most diversified Australasian marketer, wholesaler and distributor of
healthcare, medical and pharmaceutical products. It is also a leading marketer and distributor of
recognised consumer products and animal care brands
NZ$6.0bn
1
market capitalisation
NZX20 / ASX listed
$9.2bn
FY21 revenue
3,700+
employees
63
locations across ANZ
Community Pharmacy
Institutional Healthcare
Contract Logistics
Pet Brands
Vet Wholesale
Pet Retail
Healthcare
Animal Care
$291m
2
FY21 EBIT
Healthcare
86%
Animal care
14%
Australia
80%
New Zealand
20%
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
EBOS has leading positions across the ANZ healthcare products supply chain
Brands and
manufacturers
Wholesalers and
distributors
Contract logistics
providers
Pharmacies
Hospitals
WHAT WE DO: HEALTHCARE
Aged care &
primary care
Pharmacy
support services
= EBOS’ primary presence in the supply chain
Medicines; consumer health
products; medical devices
Patients
Community
Pharmacy
Leading wholesaler of pharmaceutical and healthcare products to retail pharmacies
Provider of franchisor and support services to leading pharmacy banners including TerryWhite Chemmart
Owner and marketer of consumer health brands sold via pharmacy, grocery and health specialty stores
Institutional
Healthcare
Leading wholesaler of pharmaceuticals and medical consumables to hospitals, aged care, medical centres and GPs, as well
as a growing presence in medical devices distribution
Contract
Logistics
Leading 3PL/4PL provider to pharmaceutical and healthcare products manufacturers
Source: Management reports. Notes: 1. In the healthcare products supply chain, brands and manufacturers also supply directly to pharmacies, hospitals, aged care and
primary care providers (not illustrated above).
Healthcare products supply chain
1
EBOS Healthcare businesses
47
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
Pet Brands
Owner and marketer of leading premium pet food and pet treats brands
BlackHawk and Vitapet, among other pet products, to pet specialty and
grocery retailers
Vet Wholesale
Wholesaler of pet medicines, health and food products to veterinarians and
pet retailers
Pet Retail
50% joint venture partner in Animates, the leading New Zealand pet retailer
and owner of vet clinics
WHAT WE DO: ANIMAL CARE
EBOS also has leading and diverse positions within the Animal Care segment
Source: Management reports.
EBOS Animal Care businesses
48
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
EBOS INVESTMENT STRENGTHS
49
EBOS offers investors a strong track record of growth, yield and shareholder returns
Defensive growth sectors
Scale and leading positions
Diversified group
Best-in-class healthcare distribution network
Proven value creation strategy
Supportive growth drivers
Strong financial track record
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
EBOS’ TRANS-TASMAN HISTORY
EBOS’ history stretches back 100 years in New Zealand and 175 years in Australia
50
1845
Francis Hardy Faulding
opened his first
pharmacy in Adelaide,
South Australia
1922
Early Brothers
Trading Co. is
founded
2011
EBOS acquires pet
brand business,
Masterpet
EBOS merges with
Symbion, the leading
pharmaceutical
wholesaler in Australia
and lists on the ASX
2013
Early Bros Dental
& Surgical
Supplies is listed
on NZX
1960
2020
EBOS revenues
exceed $8bn
Australia
New Zealand
Symbion acquires
veterinary wholesaler,
Lyppard Australia
2011
2007
EBOS acquires
Pharmacy
Retailing New
Zealand
2021
EBOS market
capitalisation
exceeds NZ$5bn
for the first time
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
INVESTING FOR GROWTH
51
Investing in our distribution network and value accretive acquisitions is core to our strategy
Growth
capital
expenditure
Acquisitions
Sydney Contract
Logistics DC
Brisbane DC
Keysborough DC
Onelink Australia DC
FY15
FY16
FY17
FY18
FY19
FY20
FY21
VET
20
acquisitions
over last 10
years
Pet Food
Manufacturing Facility
FY22
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
EBOS’ ACQUISITION STRATEGY
52
Select areas of focus for acquisitionsStrategic focus
•Targets aligned to our strategy within healthcare, animal care
or adjacencies
•High quality, profitable and growing businesses with strong
management teams
Size
•Typically focussed on small to medium size bolt-ons
•Consider larger opportunities where there is compelling
rationale and shareholder returns
Geographic focus
•A substantial pipeline remains in ANZ
•Open minded regarding offshore opportunities (Asia)
Disciplined adherence to investment criteria
•EPS accretion and acceptable ROCE
•Maintain a strong balance sheet
Track record of growing inorganically to expand and diversify our earnings
Animal Care
Retail pharmacy
franchise
networks
Consumer brands
Medical devices
distribution
Medical
consumables
distribution
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
PROVEN VALUE CREATION STRATEGY
53
Our businesses generate organic growth and significant cash flow, which funds our strategy of
re-investing for growth, as well as dividends for shareholders
SHAREHOLDER VALUE CREATION STRATEGY
DIVIDENDS
ORGANIC GROWTH
AND DISCIPLINED CASH FLOW
MANAGEMENT
INVESTING FOR GROWTH
DPS YIELDEPS GROWTH
~70% PAYOUT RATIO
1
(IMPUTED / FRANKED)
MAXIMISING OPPORTUNITIES
FROM OUR LEADING BUSINESSES
GROWTH CAPEX AND
ACQUISITIONS
Notes: 1. 70% average payout ratio over FY14 to FY21 compared to current dividend policy of dividends between 60% and 80% of NPAT.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
EBOS’ LONG TERM TRACK RECORD
54
Return on capital employed (%)
Underlying EBIT($m)
Summary
Strong earnings growth
Stable dividend growth and payout ratio
Disciplined focus on working capital
management and cash flow generation
Disciplined focus on ROCE
Strong balance sheet with growth
headroom
DPS (NZ$ cents per share)
Gearing (Net Debt : EBITDA)
Underlying EPS($ cents per share)
EBOS has delivered consistent financial performance through the cycle
11.4% CAGR10.6% CAGR11.6% CAGR
Disciplined focusSignificant funding headroom
138
160
185
204
218
230
263
295
FY14FY15FY16FY17FY18FY19FY20FY21
57
66
77
86
90
94
101
115
FY14FY15FY16FY17FY18FY19FY20FY21
1.93x
1.59x
1.18x
1.80x
1.74x
1.41x
1.11x
0.85x
FY14FY15FY16FY17FY18FY19FY20FY21
12.9%
14.6%
16.7%
17.1%
16.3%
15.9%
17.1%
18.0%
FY14FY15FY16FY17FY18FY19FY20FY21
41
47
59
63
69
72
78
89
FY14FY15FY16FY17FY18FY19FY20FY21
Source: Management reports.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
APPENDIX –
INTERNATIONAL
OFFER
RESTRICTIONS
55
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS
56
INTERNATIONAL OFFER RESTRICTIONS
AUSTRALIA
This document and the offer of New Shares under the Placement is only made available in Australia to persons to whom a disclosure document is not required to be given
under Chapter 6D of the Australian Corporations Act. This document is not a prospectus, product disclosure statement or any other form of formal “disclosure document” for
the purposes of the Australian Corporations Act, and is not required to, and does not, contain all the information which would be required in a disclosure document under the
Australian Corporations Act. If you are in Australia, this document is made available to you provided you are a person to whom an offer of securities can be made without a
disclosure document such as a professional investor, sophisticated investor or wholesale client for the purposes of Chapter 6D or Part 7.9 of the Australian Corporations Act.
No “cooling-off” regime will apply to an acquisition of any interest in the Company.
If you acquire the New Shares under the Placement in Australia then you:
•represent and warrant that you are a professional or sophisticated investor within the meaning of sections 708(11) or 708(8) of the Australian Corporations Act and a
wholesale client within the meaning of section 761G of the Australian Corporations Act; and
•agree not to sell or offer for sale any New Shares issued under the Placement in Australia within 12 months from the date of their issue under the Placement, except in
circumstances where:
―disclosure to investors would not be required under Chapter 6D of the Australian Corporations Act; or
―the sale or offer is made pursuant to a disclosure document which complies with Chapter 6D or Part 7.9 of the Australian Corporations Act.
ADDITIONAL INTERNATIONAL OFFER RESTRICTIONS
This document does not constitute an offer of New Shares of the Company in any jurisdiction in which it would be unlawful. Inparticular, this document may not be distributed
to any person, and the New Shares may not be offered or sold, in any country outside New Zealand or Australia except to the extent permitted below.
BERMUDA
No offer or invitation to subscribe for New Shares may be made to the public in Bermuda or in any manner that would constitute engaging in business in or from within
Bermuda. In addition, no invitation is being made to persons resident in Bermuda for exchange control purposes to subscribe for New Shares.
CAYMAN ISLANDS
No offer or invitation to subscribe for New Shares may be made to the public in the Cayman Islands or from within the Cayman Islands.
HONG KONG
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of
Hong Kong, nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of the Laws of
Hong Kong (the "SFO"). Accordingly, this document may not be distributed, and the New Shares may not be offered or sold, in HongKong other than to "professional
investors" (as defined in the SFO and any rules made under that ordinance).
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS
57
HONG KONG (CONT.)
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in thepossession of any person for the purpose of issue,
in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of HongKong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons outside Hong Kong or only to professional
investors. No person allotted New Shares may sell, or offer to sell, such securities in circumstances that amount to an offertothe public in Hong Kong within six months
following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you are in doubt
about any contents of this document, you should obtain independent professional advice.
JAPAN
The New Shares have not been, and will not be, registered under Article 4, paragraph 1 of the Financial Instruments and ExchangeLaw of Japan (Law No. 25 of 1948), as
amended (the "FIEL") pursuant to an exemption from the registration requirements applicable to a private placement of securitiesto Qualified Institutional Investors (as defined
in and in accordance with Article 2, paragraph 3 of the FIEL and the regulations promulgated thereunder). Accordingly, the New Shares may not be offered or sold, directly or
indirectly, in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors.
Any Qualified Institutional Investor who acquires New Shares may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisition by any
such person of New Shares is conditional upon the execution of an agreement to that effect.
LUXEMBOURG
This document has not been, and will not be, registered with or approved by any securities regulator in Luxembourg or elsewhere in the European Union. Accordingly, this
document may not be made available, nor may the New Shares be offered for sale, in Luxembourg except in circumstances that donot require a prospectus under Article 1(4)
of Regulation (EU) 2017/1129 of the European Parliament and the Council of the European Union (the "Prospectus Regulation").
In accordance with Article 1(4)(a) of the Prospectus Regulation, an offer of New Shares in Luxembourg is limited to persons who are "qualified investors" (as defined in Article
2(e) of the Prospectus Regulation).
NORWAY
This document has not been approved by, or registered with, any Norwegian securities regulator under the Norwegian SecuritiesTr ading Act of 29 June 2007 no. 75.
Accordingly, this document shall not be deemed to constitute an offer to the public in Norway within the meaning of the Norwegian Securities Trading Act. The New Shares
may not be offered or sold, directly or indirectly, in Norway except to "professional clients" (as defined in the Norwegian Securities Trading Act).
SINGAPORE
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the Monetary
Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription or purchase, of New
Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of aninvitation for subscription or purchase, whether
directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division1, Part XIII of the Securities and Futures Act,
Chapter 289 of Singapore (the "SFA"), or as otherwise pursuant to, and in accordance with the conditions of any other applicableprovisions of the SFA.
This document has been given to you on the basis that you are (i) an "institutional investor" (as defined in the SFA) or (ii)an"accredited investor" (as defined in the SFA). If you
are not an investor falling within one of these categories, please return this document immediately. You may not forward or circ ulate this document to any other person in
Singapore.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS
58
SINGAPORE (CONT.)
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that may be
applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisionsre lating to resale restrictions in Singapore and
comply accordingly.
SWITZERLAND
The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange or on any other stockexchange or regulated trading facility in
Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares constitutes a prospectus or a similar notice, as such terms are
understood under art. 35 of the Swiss Financial Services Act or the listing rules of any stock exchange or regulated trading facility in Switzerland.
No offering or marketing material relating to the New Shares has been, nor will be, filed with or approved by any Swiss regulatory authority or authorised review body. In
particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority (FINMA).
Neither this document nor any other offering or marketing material relating to the New Shares may be publicly distributed or otherwise made publicly available in Switzerland.
The New Shares will only be offered to investors who qualify as "professional clients" (as defined in the Swiss Financial Services Act). This document is personal to the recipient
and not for general circulation in Switzerland.
UNITED KINGDOM
Neither this document nor any other document relating to the offer has been delivered for approval to the Financial Conduct Authority in the United Kingdom and no
prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended ("FSMA")) has been publi shed or is intended to be published in
respect of the New Shares.
The New Shares may not be offered or sold in the United Kingdom by means of this document or any other document, except in circumstances that do not require the
publication of a prospectus under section 86(1) of the FSMA. This document is issued on a confidential basis in the United Kingdom to "qualified investors" within the meaning
of Article 2(e) of the UK Prospectus Regulation. This document may not be distributed or reproduced, in whole or in part, normay its contents be disclosed by recipients, to
any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received in connection with the issue or sale of the New Shares
has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the UnitedKingdom in circumstances in which
section 21(1) of the FSMA does not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to investments falling
within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005("FPO"), (ii) who fall within the categories of
persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully
communicated (together "relevant persons"). The investment to which this document relates is available only to relevant persons.Any person who is not a relevant person
should not act or rely on this document.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
INTERNATIONAL OFFER RESTRICTIONS
59
UNITED STATES
This document does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States. The New Shares have not been, and will not be, registered
under the US Securities Act of 1933 or the securities laws of any state or other jurisdiction of the United States. Accordingly,the New Shares may not be offered or sold in the
United States except in transactions exempt from, or not subject to, the registration requirements of the US Securities Act and applicable US state securities laws.
The New Shares will only be offered and sold in the United States to:
•“qualified institutional buyers” (as defined in Rule 144A under the US Securities Act); and
•dealers or other professional fiduciaries organized or incorporated in the United States that are acting for a discretionary or similar account (other than an estate or trust)
held for the benefit or account of persons that are not US persons and for which they exercise investment discretion, within themeaning of Rule 902(k)(2)(i) of Regulation S
under the US Securities Act.
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
NOT FOR RELEASE TO US WIRE SERVICES OR DISTRIBUTION IN THE UNITED STATES
---
EBOS Group Limited. NZBN 9429031998840
Level 7, 737 Bourke Street, Docklands, Victoria, Australia. PO Box 7300, Melbourne, Victoria 8004, Australia.
Phone: +61 3 9918 5555, Fax: +61 3 9918 5599.
www.ebosgroup.com
Not for release to US wire services or distribution in the United States
9 December 2021
NZX / ASX Code: EBO
NZX Limited
11 Cable Street
Wellington 6011
ASX Limited
525 Collins Street
Melbourne VIC 3000, Australia
Notice pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets
Conduct Regulations 2014
1 EBOS Group Limited (NZX/ASX: EBO) (EBOS) has announced that it intends to
undertake a capital raising, comprising a placement and a retail offer to eligible
shareholders with an address in New Zealand or Australia, under each of which new
fully paid ordinary shares in EBOS of the same class as already quoted on the NZX
Main Board operated by NZX Limited and the Australian Securities Exchange
operated by ASX Limited will be offered (Offer).
2 Pursuant to clause 20(1)(a) of Schedule 8 to the Financial Markets Conduct
Regulations 2014 (FMC Regulations) and the Financial Markets Conduct Act 2013
(FMC Act), EBOS states that:
2.1 EBOS is making the Offer in reliance upon the exclusion in clause 19 of
Schedule 1 to the FMC Act and is giving this notice under clause 20(1)(a) of
Schedule 8 to the FMC Regulations.
2.2 As at the date of this notice, EBOS is in compliance with the continuous
disclosure obligations that apply to it in relation to ordinary shares in EBOS.
There is no information that is "excluded information" (as defined in clause
20(5) of Schedule 8 to the FMC Regulations) in respect of EBOS.
2.3 As at the date of the notice, EBOS is in compliance with its financial reporting
obligations (as defined in clause 20(5) of Schedule 8 to the FMC Regulations).
2.4 The Offer is not expected to have any material effect or consequence on the
“control” (as defined in clause 48 of Schedule 1 to the FMC Act) of EBOS.
3 A separate notice will be given under s 708A(5)(e) of the Corporations Act 2001
(Cth) following allotment of shares pursuant to the placement.
Yours faithfully
Janelle Cain
General Counsel
EBOS Group Limited
100501915/8979156.3
Authorised for lodgement with NZX and ASX by EBOS’ Board of Directors
For further information, please contact:
Martin Krauskopf
General Manager, Mergers & Acquisitions and Investor Relations
+61 3 9918 5555
---
Corporate Action Notice
Section 1: issuer information
Name of issuer
EBOS Group Limited
Class of Financial Product
Ordinary Shares
NZX ticker code
EBO
ISIN
NZEBOE0001S6
Name of Registry
Computershare Investor Services Limited
Type of corporate action
(Please mark with an X in the relevant
box/es)
Share purchase
plan
X
Renounceable
Rights issue
Capital
reconstruction
Non
Renounceable
Rights issue
Call Bonus issue
Record date
8/12/2021
Ex-Date (one business day before the
Record Date)
7/12/2021
Currency
NZD
Section 2: Share purchase plans
Maximum dollar amount of Financial
Products to be issued
Up to:
(a) NZ$50,000 (comprising a share purchase plan
component of NZ$15,000, with provision to apply for
up to a further NZ$35,000) per shareholder/beneficial
owner with a registered address in New Zealand; or
(b) A$47,500 per shareholder/beneficial owner with a
registered address in Australia,
for an aggregate offer size of up to NZ$105 million
(A$100 million). EBOS reserves the right to, at its absolute
discretion, allow oversubscriptions.
Minimum application amount (if any)
N/A
Exercise Price
The lower of NZ$34.50 or the five day volume weighted
average price of EBOS shares up to, and including, the
Retail Closing Date of 17 January 2022.
Scaling reference date
By reference to holdings at Record Date
Closing Date
17/01/2022
Allotment Date
24/01/2022
Section 3: Authority for this announcement
Name of person authorised to make this
announcement
Janelle Cain
Contact person for this announcement
Janelle Cain
Contact phone number
+61 3 9918 5555
Contact email address
janelle.cain@ebosgroup.com
Date of release through MAP
09/12/2021
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.