DISCLOSURE APPENDIX AT THE BACK OF THIS REPORT CONTAINS IMPORTANT DISCLOSURES, ANALYST CERTIFICATIONS, AND THE STATUS OF NON-US ANALYSTS. US Disclosure: Credit Suisse does and seeks to do business with companies covered in its research reports. As a result, investors should be aware that the Firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision.
CREDIT SUISSE SECURITIES RESEARCH & ANALYTICS BEYOND INFORMATION®
Client-Driven Solutions, Insights, and Access
07 January 2014
Americas/United States
Equity Research
Pharmaceutical Distribution
McKesson Corporation (MCK) ACQUISITION
Elliott Management Involvement Complicates
Deal But Risk/Reward Still Favorable
■ Bottom Line - Focus On Jan 9 Tender Expiration: Given the significant
interest around MCK's proposed acquisition of Celesio, we have attempted
to frame the key issues and opportunities related to the transaction. In our
view, the €23 (~11x EBITDA, roughly consistent with WAG/AB) proposed
price is fair, however with that said, we believe that there is a greater chance
that the tender may initially fail more than the market may expect due to
Elliott Management's opposition. We acknowledge there is a slight chance
MCK may look to sweeten the offer price in order to ensure the closing of the
deal. While the whole situation is hard to handicap, we believe the shares
still offer an attractive risk/reward. We see significant upside in the wake of
completing the deal, and only modest near-term downside in the event the
tender fails. We continue to recommend the shares on a stand-alone basis
as the solid fundamentals & capital deployment opportunities should provide
a path of ample upside long-term. With both parties' (MCK and Elliott)
incentives heavily aligned, we remain comfortable that a deal can ultimately
get done, which would set the stage for significant upside in the shares.
Based on our view that the shares have limited downside (ex-Celesio) and
significant upside assuming consummation of the deal, we view the long-
term risk-reward as favorable. We are increasing our standalone F15 and
F16 EPS estimates to $9.65 and $10.81 from $9.52 and $10.68, respectively.
Our new PT of $189 (from $172) reflects a probably-weighted valuation of a
standalone MCK and a combined pro-forma MCK-Celesio. Reiterate
Outperform rating.
Share price performance
99
119
139
159
Jan-13 Apr-13 Jul-13 Oct-13 Jan-14
Daily Jan 07, 2013 - Jan 07, 2014, 1/07/13 = US$100.
Price Indexed S&P 500 INDEX
On 01/07/14 the S&P 500 INDEX closed at 1837.43
Quarterly EPS Q1 Q2 Q3 Q4 2013A 1.55 1.92 1.41 2.32 2014E 2.07 2.27 1.74 2.51 2015E 2.27 2.61 1.93 2.83
Financial and valuation metrics
Year 03/13A 03/14E 03/15E 03/16E EPS (CS adj.) (US$) 7.20 8.60 9.65 10.81 Prev. EPS (US$) — — 9.52 10.68 P/E (x) 22.5 18.8 16.8 15.0 P/E rel. (%) 127.9 113.5 111.0 109.9 Revenue (US$ m) 122,455.0 130,765.5 134,006.6 137,107.0 EBITDA (US$ m) 3,032.5 3,537.1 3,840.1 4,122.7 OCFPS (US$) 8.60 20.67 24.62 28.37 P/OCF (x) 12.5 7.8 6.6 5.7 EV/EBITDA (current) 13.1 10.8 9.9 9.0 Net debt (US$ m) 2,417 1,131 691 84 ROIC (%) 22.75 25.58 28.51 31.21
Number of shares (m) 229.71 IC (current, US$ m) 9,487.00 BV/share (Next Qtr., US$) — EV/IC (x) — Net debt (Next Qtr., US$ m) — Dividend (current, US$) — Net debt/tot cap (Next Qtr., %) — Dividend yield (%) —
Source: Company data, Credit Suisse estimates.
Rating OUTPERFORM* Price (07 Jan 14, US$) 161.83 Target price (US$) (from 172.00) 189.00¹ 52-week price range 165.89 - 100.00 Market cap. (US$ m) 37,174.12 Enterprise value (US$ m) 38,304.84
*Stock ratings are relative to the coverage universe in each
analyst's or each team's respective sector.
¹Target price is for 12 months.
Research Analysts
Glen Santangelo
212 538 5678
Jeffrey Bailin
212 325 6167
Diego Hernandez
212 325 1231
07 January 2014
McKesson Corporation (MCK) 2
Other Considerations:
■ Elliott Management Involvement Complicates Tender Process But Risk/Reward
Still Favorable: Since the announcement of the Celesio acquisition on 10/24/13,
hedge fund Elliott Management (Elliott) has announced that it has built up a stake of
over 25% of voting rights (although we estimate this represents north of 21% of the
fully diluted outstanding shares). Additionally the hedge fund has issued a press
release noting that it will not tender its shares as it believes the MCK offer undervalues
Celesio. Elliott has been a regular participant in German M&A transactions, and we
evaluate the hedge fund's history in similar types of situations in the body of the report.
Given that we believe much of the fund's stake in Celesio is at a cost basis near the
offer price, and a sizeable portion of the fund's assets are involved, we believe Elliott
has significant downside risk if MCK were to walk away from the transaction.
Consequently we believe both Elliott and MCK are incented to come to a mutually
acceptable solution to close the deal. We would suggest that the initial offer
represented a fair premium (39%) and multiple consistent with similar transactions,
although we acknowledge MCK could modestly increase the purchase price to close
the deal without sacrificing much accretion. We would note that the absence of a
break-up fee and management commentary suggesting a willingness to walk away,
leads us to conclude there were no other serious bidders for this asset.
■ Celesio Survival Kit - Everything You Ever Wanted (and Needed) to Know about
MCK's Proposed Acquisition: Given the intense investor scrutiny around the Celesio
transaction and the many moving parts, our report contains a detailed overview of: 1)
Celesio's operating structure and company background; 2) dynamics in key end-
markets; 3) recent operating results, challenges, and company initiatives; 4) risks to the
acquisition; 5) transaction structure; 6) evaluation of potential synergies; 7) detailed
C15 accretion model; 8) sensitivity analysis around deal price and synergy capture;
and 9) potential sources of upside. Please see the body of the report for greater
details.
■ Celesio Provides Global Platform for Growth and Additional Acquisitions: We
believe that a key factor in the rationale for this acquisition was that Celesio represents
a platform that can offer MCK additional avenues for growth or further acquisition
targets beyond its core domestic markets. Celesio's retail presence and the fragmented
markets that it operates in could offer additional consolidation opportunities for MCK.
Additionally, we suspect that Brazil and other emerging geographies likely represent
the next "frontier" for the U.S. drug distributors. With a presence in Brazil, Celesio
offers MCK an opportunity to build on that platform and expand in a rapidly growing
and under-developed market. We would emphasize that we don't anticipate large-scale
international M&A in the near-term, but believe tuck-in global deals could represent an
under-appreciated growth driver going forward.
■ Don't Forget - Underlying Fundamentals in Core Business Remain Quite Strong:
Somewhat lost amidst the attention on the Celesio transaction and other generic
sourcing partnerships has been the very strong operating environment for the three
drug distributors and MCK specifically through C3Q13. We believe that MCK has
numerous tailwinds and potentially still-conservative F14 guidance. The key drivers of
the operating momentum have been: 1) better generic pricing; 2) still robust brand
price inflation; 3) PSSI acquisition; and 4) stable Technology Solutions performance.
Additionally, longer-term ACA implementation could present another source of upside.
Please see the body of the report for further details.
07 January 2014
McKesson Corporation (MCK) 3
Summary Given the significant interest around MCK's proposed acquisition of European drug
wholesaler/retailer Celesio, we have attempted to frame the key issues and opportunities
related to the transaction. In our view, the €23 (~11x EBITDA, roughly consistent with
WAG/AB) proposed price is fair, however with that said, we believe that there is a greater
chance that the tender may initially fail than the market may expect due to Elliott
Management's opposition. We acknowledge there is a slight chance MCK may look to
sweeten the offer price in order to ensure the closing of the deal. Our analysis suggests
that each incremental €1 would only reduce C15 accretion by $0.03-$0.04. While it is
challenging to predict the outcome of the tender (expires Jan 9), we ultimately believe
there is enough incentive for both parties to come to some sort of an agreement in 1H14.
However given the strong underlying (stand-alone) growth outlook, coupled with the
potential accretion and strategic opportunities from Celesio we remain comfortable that the
risk-reward profile at current valuations is quite favorable.
We are increasing our standalone F15 and F16 EPS estimates to $9.65 and $10.81 from
$9.52 and $10.68, respectively. Our new PT of $189 (from $172) reflects a probably-
weighted valuation of a standalone MCK and a combined pro-forma MCK-Celesio.
Reiterate Outperform rating.
Exhibit 1: MCK Price Target Methodology
Forward Multiple
Implied Target Price
$10.54 $11.68
16x
$169 $200
C15E EPS
Probability 33% 67%
$189
17x
Celesio Bid Fails Celesio closes
CS Target Price
Source: Company data, Credit Suisse estimates
07 January 2014
McKesson Corporation (MCK) 4
Celesio Survival Kit Celesio Background
Celesio is the largest of the "Big Three" in Europe which include Alliance Boots and
Phoenix. There are 772 pharmaceutical wholesalers in Europe servicing over 170K retail
pharmacies, hospital and dispensing doctors through a combined network of over 2K
distribution centers.
Celesio is an international provider in the pharmaceutical and healthcare markets serving
over 2M customers and with over €22.3B in revenue (F12) and 39K employees. It
operates three main divisions which benefit a patient pool of about 15M per day:
■ Patient and Consumer Solutions - consists of almost 2,200 retail pharmacies
serving over 550K customers in six European countries.
■ Pharmacy Solutions - operates 131 wholesale branches servicing around 65K
pharmacies with up to 130K pharmaceutical products.
■ Manufacturer Solutions - offers manufacturers logistics, marketing and sales
services.
Celesio Pharmacy Solutions caters to the needs of pharmacies. The company operates its
wholesale business by procuring, storing and distributing medicines approved by each
country from regional distribution centers using an efficient warehousing management
system that ensures rapid and safe supply direct to its pharmacy customers. The business
enjoys a price-related margin for its wholesale services although this varies from country
to country (regulated by the individual governments). Interestingly, Celesio has
pharmaceutical wholesale operations in ten countries and Brazil.
The company's current outlook embeds certain assumptions for the future development of
the economic and regulatory environment taking particular care when considering
government intervention in the health sector and social security systems. Chief among
headwinds to F13 results has been competition in Germany (prevalent since the end of
F12). The company expects earnings for both consumer and pharmacy solutions to
decline compared to previous year levels in light of a number of challenges specific to
each segment (and discussed below) and expect consolidated adjusted EBIT for the
company of €405-425M for F13.
Exhibit 2: Celesio Pharmacy Solutions Financial Snapshot
2010 2011 2012 Growth
Revenue €23.2B €22.1B €22.3B 0.50%
Gross Profit €2.8B €2.3B €2.4B 3.90%
EBITDA €0.70B €0.55B €0.58B 4.50% Source: Company data, Credit Suisse estimates
The company also underwent some changes to its management board. Effective 9/16/13
the supervisory board appointed Martin Fisher to the Management Board placing him in
charge of operations (procurement, supply chain management, quality management and
regulation) as well as IT. Additionally, following the dismissal of Markus Pinger on 7/3/13,
Dr. Marion Helmes assumed the role of spokesperson of the Management Board in
addition to her role as CFO.
Segment Overview
■ Consumer Solutions (formerly Patient and Consumer Solutions)
07 January 2014
McKesson Corporation (MCK) 5
o As of 1Q13 the segment was renamed Consumer Solutions
o The division caters to patients and consumers by providing prescription-
only pharmaceuticals as well as a broad portfolio of over-the-counter
products
o Consumers are also offered a wide range of medical services
o As of 9/13 the division had 2,176 pharmacies (down from 2,232 the year
prior) in six countries. The segment also had 14,909 employees as of
9/30/13
o Results in the segment have been impacted by public health policy
decisions in the UK and Ireland. Additionally, the trend towards branded
substitution with cheaper generics and somewhat longer prescription
cycles (particularly in the UK) have challenged results as well
o The segment has benefited from Celesio's broad top-in-class
procurement initiative and the operational excellence program (OEP)
both of which have driven cost savings
o Performance has been good in the UK, Norway and Sweden
o Outlook: Celesio expects 2013 segment earnings to fall below previous
year levels for the segment in light of the government measures in the
UK. Somewhat offsetting this headwind will be the positive effects from
the OEP initiative and its procurement program as well as overall
improvements to the UK operations. The company's outlook embeds an
assumption of continued positive development in the Norwegian market,
a tense economic situation in Italy and an improvement in the Swedish
market due to the success of restructuring measures.
■ Pharmacy Solutions
o Operates 131 branches (down from 141 the year prior) and is active in 10
European countries as well as Brazil. Pharmacy solutions had 13,485
employees as of 9/30/13
o Market has been challenged by the surge of generic substitution and
weak volume growth - particularly in France
o Price/discounting competition in Germany has posed a significant
challenge to the segment despite otherwise solid market growth
o Brazil remains an area of dynamic development despite an FX headwind
o Outlook: Improvements to the wholesale business and a closer alignment
with the company's retail operations will help offset some of the
discounting competition in Germany as well as the negative organic
growth in some European markets. Celesio expects earnings to "decline
slightly" in F13. By geography the company expects France earnings to
increase slightly in spite of a difficult environment given an improved cost
structure. Earnings are also expected to increase in the UK as the
improved generic procurement benefit the segment. Despite solid organic
growth in the German market, margins will remain pressured in light of
the irrational nature of the competition and the company expects a
"massive fall in earnings." On a more positive note, management
believes there is "further growth" in Brazil where the improvements to
operations as well as a number of opportunities should drive constant
currency earnings improvement. The segment should also experience a
meaningful improvement in Norway as a result of the reorganization in
that geography.
07 January 2014
McKesson Corporation (MCK) 6
■ Manufacturer Solutions - offers manufacturers logistics, marketing and sales
services.
Recent Operating Results
We thought it would be helpful not only to briefly discuss the most recent set of quarterly
results but also briefly summarize F13 YTD results in order to provide a more complete
picture of the company's operations. We would highlight that the European wholesale and
retail pharmacy environment has faced a variety of regulatory and reimbursement issues
in 2013 as governments wrestle with fiscal challenges. During F1Q, EBIT was below
previous year levels but in line with expectations as competition and government
measures impacted earnings. Strategic alignment of growth initiatives was on schedule
and the outlook for F13 was confirmed. In F2Q, EBIT was slightly below previous year
levels but in line with expectations as price competition, government intervention in France
and the UK as well as FX rate changes (GBP and BRL) challenged earnings. In its mid-
year report, the company adjusted its F13 adjusted EBIT forecast to €405M-425M (from
€445M-475M) for F13.
The first 9 months of 2013 were shaped by a slight recovery in the economic environment
driven by economically stable countries like the UK and Germany. The driving issues in
Europe remain debt reduction, austerity measures and high unemployment. The
budgetary situation in Europe remains strained and has impacted the healthcare system
with a number of austerity measures - in particular in the United Kingdom which has
somewhat challenged results for Celesio. Challenging the top line as well has been the
substitution of branded prescription drugs with cheaper generic alternatives, especially in
France. In its 1H13 filing, the company cited the "irrational nature of discounting
competition" pressuring German wholesale operation margins, and the company is
forecasting a "massive fall in earnings" at its German subsidiary. In its Interim Report for
3Q13, Celesio again noted "fierce discounting competition in the German wholesale
market" which continued to present a significant headwind. During the most recently
reported quarter, EBIT was again slightly below previous year levels but in line with
expectation as Celesio faced similar earnings headwinds as in Q2. The company
continued to make significant progress in its strategic realignment and central procurement
activities. It also reaffirmed its guidance for adjusted EBIT of €405M-425M for F13.
Restructurings, Divestitures, and Challenged End Markets
Celesio is in the midst of implementing an operational excellence program meant to
stabilize earnings while driving overall growth. The company was forced to re-evaluate its
competitive and strategic position in light of the relatively fragile and anemic economic
outlook in Europe as well as the individual country market dynamics. Specific adjustments
within the broader turn-around strategies have aimed at offsetting a number of issues
including but not limited to: the weak healthcare budget situation in Europe (in particular
the UK and France); the impact of the ongoing patent cliff; negative market growth in
France; and irrational discounting in Germany.
The strategy revolves around five key pillars: 1) focus on core business; 2) creation of a
European pharmacy network; 3) regional expansion; 4) a review of manufacturer
solutions; and 5) an operational excellence program (OEP). The company has also
integrated country organizations to reduce the cost base and improve efficiency. As part of
the restructuring associated with the OEP, the company incurred €80M and €40M of
charges in 2011 and 2012, respectively. Due to the company's OEP, Celesio realized
€40M of savings in 2012 and is in on track to generate an incremental €20M-€30M in
2013.
07 January 2014
McKesson Corporation (MCK) 7
It has also undertaken a top-in-class (TIC) procurement initiative by bundling the cross-
country purchasing activities in the area of generics. The company successfully
recognized savings of €10M and €15M in 2012 and 2013E, respectively in line with its
original expectations of long-term generation of "tens of millions." As of F3Q13, the
company had successfully implemented its new procurement initiative across all of its
geographies in an effort to reap the benefits from economies of scale. The company has
suggested that its TIC heralded the first pan-European purchasing agreement with generic
suppliers.
Exhibit 3: Celesio 2012-2014 Strategic Roadmap
Source: Company Presentation
Since it began its restructuring efforts, the company also divested a number of non-core
assets including:
■ Movianto to Owens & Minor for €130M;
■ Pharmexx to United Drug for €35M;
■ Czech retail and wholesale to Penta Investments for €85M (November 2012);
■ DocMorris mail-order pharmacy to Zur Rose AG for €25M (in 2012); and
■ Ireland Wholesale (including Movianto Ireland) to Uniphar for €50M (May 2013).
Celesio also sold Rudolf Spiegel - the mail-order company for pharmacy equipment -
during C13 although the sale did not have a material financial impact. We would highlight
that checks had suggested that the DocMorris transaction had been a particular cause of
channel conflict with Celesio's retail customer, and consequently the divestiture efforts
rectified one of the key issues that had impacted Celesio as a standalone company. The
company's divestiture program concluded on 5/15/13 with the sale of Cahill May Roberts
(Ireland Wholesale) to Uniphar plc after receiving the approval from the relevant Irish
authorities.
07 January 2014
McKesson Corporation (MCK) 8
Celesio's Key Markets and Local Operating
Dynamics
There are 772 pharmaceutical wholesalers in Europe servicing over 170K retail
pharmacies, hospital and dispensing doctors through a network of over 2K distribution
centers. Within the EU reports suggest there are 176 wholesalers with roughly ~38% of
the market controlled by Celesio, Alliance and Phoenix. However we’d highlight that in key
geographies (i.e. Germany, France, Italy, Spain, and the U.K.) the “big 3” European
distributors (Alliance Boots, Celesio, & Phoenix) have 50%-70% market share.
Wholesalers in Europe fulfill a similar role to the one traditional wholesalers have in the
U.S. – ensuring a safe, rapid, continuous and cost effective supply of pharmaceuticals
throughout the geography – earning an average margin in the 1.5%-3.5% range. There is
a particular emphasis placed on the value-added services distributors provide
manufacturers.
07 January 2014
McKesson Corporation (MCK) 9
Exhibit 4: Pro-forma MCK-Celesio Geographic and Market Share Distribution
Country Customers Pharmacies Market Share Position
Austria 1,175 NA 43% NA
Belgium 1,200 96 16% #10
Brazil 35,000 NA 12% NA
Denmark 62 NA 32% NA
France 16,000 NA 34% NA
Germany 6,661 NA 17% NA
Ireland NA 73 NA #1
Italy 1,150 163 2% #1
North America > 40,000 3,000 + Franchisees NA #1 in pharmaceutical distribution
Norway 410 195 53% #1
Portugal 1,497 NA 18% NA
Slovenia > 1,000 NA 44% NA
Sweden NA 77 NA #5
UK 3,500 1,572 30% #2
Combined Company
Source: Company data, Credit Suisse estimates
Celesio is an international provider in the pharmaceutical and healthcare markets serving
over 2M customers and with over €22.3B in revenue (F12) and 39K employees. It
operates three main divisions which benefit a patient pool of about 15M per day in over 10
countries across Europe and Brazil. Although the company has benefited from its strong
07 January 2014
McKesson Corporation (MCK) 10
market presence in the economically stable Germany and UK, results have been
somewhat challenged given its 90%+ exposure to an economically fragile European
economy. We would highlight that after the UK, France and Germany (roughly 70% of the
company), the next largest geography for Celesio is actually Brazil.
Results have been varied by geography and impacted by country specific trends
throughout 2013. The UK is the most important pharmacy market for Celesio (with a ~66%
share) driven by strong results from Lloyds Pharmacy. Despite strong organic growth,
results in the UK have been impacted by government intervention. Meanwhile in Germany,
strong organic market growth has been more than offset by irrational discounting which
has presented a meaningful headwind for Celesio. Results in France have been
challenged by an above average adoption of cheaper generic substitution. Norway has
recorded solid revenue growth offset by higher operating expenses. Italy has seen solid
revenue increases driven by an increase in OTC products. Similarly, Sweden has seen
both improvements in revenue and gross profit driven by product mix and price increases.
Exhibit 5: Celesio Revenue By Country F13 YTD
UK21%
France29%Germany
20%
Brazil8%
Norway6%
Austria5%
Other11%
Source: Company Data
Current Market Trends in Pharmaceutical Wholesaling in Europe
While European pharmaceutical wholesale business is somewhat insulated from economic
cycles a number of key trends have arisen in the past few years that warrant a closer look:
■ It is our sense that government austerity measures have led to some price cuts for
medicines which has, in turn, modestly impacted wholesaler margins although some of
these impacts are likely somewhat offset by increased productivity and discount
adjustments.
■ Rise of alternative distribution models such as direct sales from manufacturers and the
UK’s direct-to-pharmacy distribution model (adopted in 2007 and accounting for ~25%
of sales). Despite these increases, the majority of pharmacists across the EU have a
positive view on the services provided by the wholesalers and the wholesalers provide
a number of crucial value-add services to manufacturers themselves.
■ Consolidation continues both vertically (wholesalers acquiring pharmacy chains) and
horizontally (wholesalers acquiring other wholesalers). A key element to further
consolidation involves country specific regulatory standards with particularly limited
ability to do so in Spain, France and Greece.
07 January 2014
McKesson Corporation (MCK) 11
■ Retail business has grown increasingly competitive as pharmacy chains have
developed, with 19 countries in the EU now allow the existence of pharmacy chains.
■ Wholesalers are offering more services to their clients (manufacturers, and retail)
including kitting, re-labeling, information services, patient services, clinical trial
packaging, waste management, returns management, logistics, etc.
Exhibit 6: European Wholesaler End Markets
Pharmaceutical full-line wholesaler
Retail Pharmacies
Hospital Pharmacies
Drugstores & Others
Dispensing doctors
92.75% 4.03% 1.43% 1.88%
Source: GIRP 2010, IPF Research 2011
Key Differences Between US and European Drug Wholesaling
Despite the many similarities shared by the European and US wholesale model, there
exist a number of key differences as they pertain to the level of integration,
delivery/service model and end-market exposures. We would highlight that commentary
from MCK's CEO John Hammergren suggests that "essentially wholesaling in Europe is
wholesaling in [MCK's] North American operations…[wholesalers] buy from the same
manufacturers both generic and brand…have similar kinds of relationships and there's a
process by which [wholesalers] can improve the efficiency with…retail customers through
the systems…deploy[ed]." Below we have attempted to provide a brief outline of some of
the more salient disparities.
(1) Vertical Integration In Europe
Perhaps the most apparent difference between the U.S. wholesalers and the European
wholesalers is the vertical integration in Europe. All three major drug distributors in Europe
own a retail presence in a variety of geographies (Alliance Boots with Boots UK, Celesio
with LloydsPharmacy and Phoenix with BENU). We would highlight that this is an area of
opportunity in light of the increasing importance of pharmacy as a care provider beyond
the dispensing of medication. Pharmacy is a lower cost alternative to most care settings
and initial trials in the U.S. pharmacy model (i.e. CVS's MinuteClinic) highlight the
opportunity for change. Some of the operational synergies and benefits of the vertical
model expanding beyond Europe have come to light as the integration between Alliance
Boots, Walgreens and ABC continues to develop. With that said, country-specific
standards in Europe somewhat handicap the ability to fully form large pharmacy chains
like the ones in the U.S.
(2) Service Model Differences
Although the service models between every individual customer, even in the U.S., are
nuanced, we thought it would be helpful to highlight some of the more salient differences.
(1) Contracting - While the prime vendor model dominates in the U.S., Europe has a
relatively more diverse mix with some Direct to Pharmacy contracts in addition to restricted
wholesaler agreements (RWA) and some prime vendor agreements. (2) Delivery - A key
difference between the U.S. operating model and the European operating model is the
07 January 2014
McKesson Corporation (MCK) 12
frequency with which wholesalers deliver to stores and the frequency of the order patterns
of the customers. While there is an opportunity to streamline and improve this portion of
the model, we are also cognizant of the fact that the form factor of European pharmacies
(smaller pharmacies have a more limited capacity to hold inventory) may ultimately mean
that there is an inherent need for a higher touch level of service than the U.S.
counterparts. (3) Financing - European wholesalers on average provide a meaningful
financing function to customers. In 2011 pharmaceutical wholesalers in Europe provided
€10.2B worth of medicines in financing over 41 days. (4) Parallel importation - A challenge
specific to the European wholesalers, parallel trade or importation refers to the exportation
of pharmaceuticals from one EU country to another without the explicit agreement of the
manufacturer. This tactic is allowed as long as the imported drug is essentially the same
as an approved drug by the end-country supervisory firm but requires repackaging and
relabeling. Traditional US-only wholesalers typically do not deal with this issue.
(3) Larger Government Involvement in Europe
Unlike the U.S., European governments are much more involved as payers and providers
within the healthcare system. Government reimbursement can also have a heavy hand in
the type of drug dispensed (branded vs. generic) as well as the overall level of
reimbursement. Although we would highlight that companies like McKesson (and
historically ABC) have had experience in dealing with a universal healthcare payer in
countries like Canada, this still represents a meaningful difference between US and
European Drug wholesaling. Additionally, wholesale sell-side margins to pharmacy
customers are regulated in a number of EU countries.
(4) Generics - Friend or Foe?
On average, pharmaceuticals constitute only around 10% of a country's total healthcare
budget - with generics making up ~2% of the total. However, there is a lack of coherent
policies, pricing and reimbursement across the EU which makes the system extremely
complex. European use of generics trends far below the US and Canada (where the
generic market share by volume is 89% and 81% respectively). Given the profitability
boost U.S.-only wholesalers have experienced as a result of the increased penetration of
generics, this would appear to be an area of opportunity for the European wholesalers.
However, due in large part to government-based reimbursement, European wholesalers
have at times seen generics as somewhat of a headwind to profitability. With that said, we
are somewhat encouraged by MCK's analysis of the market and the experience the
company has had in managing generic selection to drive profitability.
07 January 2014
McKesson Corporation (MCK) 13
Exhibit 7: Generic Market Share by Volume
89%
81%75% 73% 71%
65%59%
52% 51% 50%46%
41% 40%
24%
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
US Canada Germany Poland UK
Brazil Czech Republic France Turkey Australia
Hungary Spain Italy Japan
Source: IMS
07 January 2014
McKesson Corporation (MCK) 14
Operational Risks to the Deal We would be remiss to not acknowledge that this transaction does carry some level of
execution risk. Celesio has undergone challenges and restructuring initiatives recently,
and MCK management has not operated in Europe on a large scale. Given the
management team's long tenure and strong execution track record, we are comfortable
with the company's ability to meet its internal targets and potentially exceed public
accretion and synergy guidance. However, below we highlight the key risks to the
transaction:
■ Management distraction leads to operational missteps in core domestic businesses;
■ Generic purchasing synergies prove more challenging to achieve given geographical
and regulatory differences;
■ German price war continues to be a source of profitability pressure;
■ Reimbursement pressure in European markets where national governments are often
responsible for healthcare benefits; and
■ Greater leverage limits capital deployment flexibility.
07 January 2014
McKesson Corporation (MCK) 15
German M&A Considerations Given the particulars around German M&A law as it relates to a public company takeover,
we thought it would be helpful to briefly review the most important aspects of Germany's
M&A law. In C3Q13, German companies saw €23.4B in targeted M&A activity, the highest
Q3 since 2008. Deal values increased 32% due to the Vodafone-Kabel megadeal.
Exhibit 8: German M&A Trends
Source: Merger Market
The most common way of taking control of a German public company is through a public
offer (as is the case in the MCK-CLS1 transaction) or statutory merger. Mergers such as
these are regulated by the Securities Acquisition and Takeover Act (Wertpapiererwerbs -
und Übernahmegesetz) and overseen by the Federal Financial Supervisory Authority
(BaFin). Requirements on transparency during takeover including the anticipated
consequences of a successful offer, bidder's intention with regard to the future operations
of the target and bidder's shareholding in the target prior to, during and after the offer
proceedings are required in most German M&A transactions.
Details Around Transaction Mechanics
German law dictates that a bidder must offer the same price to all shareholders.
Additionally, any acquisition of shares during an offer period and/or within one year of the
publication of the final results of the bid/offer must be disclosed. We would note that
breakup fees are not common in German M&A. Funds for the entire transaction must be
committed before making the offer. In other words, BaFin does not accept offers subject to
financing conditions.
The target's management commonly discloses some information to the prospective
acquirer. However, even in a recommended bid - MCK's offer for Celesio stock is
supported by CLS1's management - the target's management board has a duty to
safeguard certain information. Disclosure is therefore a gradual process.
07 January 2014
McKesson Corporation (MCK) 16
Funds must be committed before making the offer i.e. offer cannot be made subject to
financing conditions. Additionally bidders are not allowed to withdraw their offer but can
lower the minimum acceptance threshold.
Ownership Thresholds
Once a bidder makes a formal offer, "control" is granted once the acquirer has 30% of the
voting rights. However, acquirers seeking to integrate the acquired business into their
existing business typically impose a 75% acceptance threshold because only that level of
majority allows full integration. With 75%+ ownership, the acquirer can issue legally
binding instructions to the management board of the acquired company. We would
highlight that per McKesson's voluntary public takeover offer filing, "the takeover offer is
subject to the minimum acceptance threshold condition of attaining at least 75% of the
Celesio shares." Additionally, a 75% control of a company (domination) allows the acquirer
to control the acquired company's cash flows. Voting right from shares of the target held
by a person other than the bidder may be attributed to the bidder if sufficient influence over
the voting rights exists. A 25% ownership of a company's voting rights constitutes a
blocking minority for certain structural decisions - including a formal takeover.
If an acquiring company reaches 95% of ownership it can apply to a court in order to gain
the remaining 5% of the voting rights or settle it with the minority shareholders. This is
commonly referred to as a "squeeze out."
Domination Agreement
When a domination agreement is reached between the two entities (bidder and target), the
acquirer offers to buy out minority shareholders (the remaining 25% of voting rights) or
issue them a guaranteed perpetual dividend. Buyout prices tend to be the tender offer
price. However, minority shareholders can pursue legal action and have a court determine
the fair value price taking into account operations at the acquired company, bidder's
intentions and potential synergies. If a minority shareholder block exist, it may also tender
enough shares to ensure that the deal closes and then pursue a higher bid price for the
remaining shares. Minorities have been successful at getting better terms although we
would underscore that this type of settlement can take years to resolve. Importantly, two
examples in 2012 underscore the relative success minority shareholders can have:
■ Minority shareholders of utility company Mainova received a 41% premium to the
original tender offer price in courts.
■ Minority shareholders in HVB Real Estate Bank received a 22% premium to the
original tender offer price in the courts.
Other examples of takover agreements are the Volkswagen AG takeover of truckmaker
MAN SE and DB's acquisition of Deutsche Postbank DPB.
Elliott Management Involvement Complicates Tender
Process
Founded in 1977 and headquartered in NY, Elliott Management ("Elliott") has over $23B in
assets under management and has offices in London, Hong Kong, and Tokyo. Since
inception the fund has been continuously managed by Paul Elliott Singer with Jon Pollock
acting as long time co-CIO. Elliott has delivered a compounded annual return of ~14%
since inception only registering a loss in two of its 36 years in existence.
Elliott and the McKesson/Celesio Timeline
■ On 10/23/13 MCK announces its intent to acquire Haniel's stake in Celesio.
07 January 2014
McKesson Corporation (MCK) 17
■ On 11/4/13 Elliot announces it has exceeded the 3%, 5% and 10% thresholds of the
Voting Rights reaching 10.06%.
■ On 11/5/13 Elliot announces that its stake of Celesio's voting rights amounts to
11.68%.
■ On 11/16/13 Elliot announces that it has exceeded the 15% threshold of the Voting
Rights reaching 15.69%.
■ On 11/20/13 Elliot announces that it has exceeded the 20% threshold of the Voting
Rights reaching 20.42%.
■ On 11/23/13 Elliot announces that it has exceeded the 25% threshold of the Voting
Rights reaching an ownership of 25.16%. Note that 6.05% of the voting rights are
based on financial/other instruments.
■ On 12/2/13 Elliot referenced its crossing of 10% ownership threshold while stating the
objectives pursued with the acquisition of voting rights. These included: 1)
implementing strategic objectives where the sale of the shares shall not be excluded;
2) plans to acquire further voting rights of Celesio within the next twelve months by
purchase or other means; 3) exert influence on the appointment or removal of
members of the administrative, managing and supervisory bodies of Celesio; and 4)
achieve a material change in the capital structured of Celesio.
■ On 12/4/13 MCK launches a voluntary tender offer for the remaining shares and
convertible bonds. Note that the acceptance period is set to end on January 9, 2014.
■ On 12/10/13 Elliott announced its intention to decline MCK's tender offer for Celesio
noting the offer "substantially undervalues" the company and that "shareholders and
bondholders are not getting a fair deal." This is in light of the value MCK "stands to
gain from substantial realizable economies of scale." Importantly, Elliott estimates that
every incremental euro offered per share of CLS1 would only reduce the accretion
amount by $0.03. The management company also highlighted that in order to
maximize stakeholder value Celesio could attempt to sell the wholesale and pharmacy
businesses to separate buyers.
■ On 12/11/13 Celesio's management and supervisory boards recommended that
shareholders accept MCK's takeover offer.
■ On 12/23/13 Elliott issued a statement through which it "binds itself not to accept offer
on current terms" after concluding that MCK's €23 per share offer undervalues CLS1.
After seeing reports suggesting that it would change its mind, Elliott issued the
following statement, noting "these reports are categorically incorrect…Elliott's
final…decision is not to accept…current terms."
Elliott's Activist Track Record In Takeover
Proceedings Is Long
Below we have attempted to highlight a number of different instances in which Elliott has
involved itself with a takeover attempt. Although finding the relevant data points is difficult
and often times resolutions are settled outside of the public eye, we believe the examples
presented here are a fair representation of Elliott's recent track record. Please note this is
not intended to be an exhaustive list, but merely provide some examples for background
and context.
Elliott Can Leverage Its Assets To Play In Size
Although many have highlighted the management company's relatively sizeable wager in
the current MCK/CLS1 transaction, we would underscore that this is not the first time the
07 January 2014
McKesson Corporation (MCK) 18
company has built a material position. We would highlight that on 12/7/12 Elliott
demonstrated a willingness to commit a substantial portion of its available capital when it
announced its intent to acquire CPWR for $11 per share for a total of $2.4B. Although the
offer was rejected, Elliott remains the company's largest shareholder with roughly 8.6% of
the outstanding shares. The strategy employed highlights Elliott’s willingness to play in
size. Before the CPWR bid, Elliot had a history in the software space including Packeteer
Networks, Novell and Epicor Software. In each instance, Elliot had become a minority
shareholder holding an average of 10% of shares before ultimately launching a bid for the
entire of the company - again revealing its willingness to play in size when it appeared to
be the right strategic investment. Each of the three software companies was eventually
acquired by strategic parties (and/or Elliott since in some instances the fund partnered with
the strategic bidder) for an average premium of 36% over Elliott's final takeover bid
somewhat underscoring its ability to identify opportunities where a higher bid price may
occur. Note that in the acquisition of Packeteer, Elliott management financed Blue Coat's
higher bid and became its largest shareholder in the process. Today, Elliott also owns
13% of Attachmate (Novell's ultimate buyer) and has a presence on the company's board.
Exhibit 9: Select Examples Of Elliott's Track Record
Packeteer Novell Inc. Epicor Software
Final Elliot Offer (per share) $5.50 $5.75 $7.50
Strategic Bidder Offer $7.50 $6.10 $12.50
% Difference 36.4% 6.1% 66.7%
Strategic BidderBlue Coat
Systems/Elliott
Attachmate
Corp./ElliottApax Partners
Source: Company data, Credit Suisse estimates
However…History Highlights The Track Record In Europe Is Mixed
In early 2011 Elliott Advisors owned 6% of Swiss biotech company Actelion and was one
of its largest shareholders at the time. In a letter addressed to the board (following private
attempts to discuss concerns about the company's strategic direction), Elliott highlighted
"widespread speculation that [Actelion] ha[d] received approaches from other
pharmaceutical and biotechnology groups…yet…management…refuse[d] to entertain
such an approach or…give shareholders any details…or…reasons for rejecting them."
Elliott management argued that a sale of the business could ultimately maximize
shareholder value. The management company also called for the resignation of both the
CEO and the chairman of Actelion. Actelion received support from other shareholders at
its shareholder meeting and successfully rejected Elliott's proposals. By September of
2011, Elliott had disclosed it had more than halved its position in the company. As of
1/7/14 Elliott is not a shareholder on record of ATLN.
During 2011, Elliott also built a sizeable 17%+ ownership stake in British National Express
Group. Elliott first wrote to shareholders of the company asking for three new independent
directors to drive continued change following an initially successful turn-around at the
company. Citing "fierce competitive pressures" Elliott urged the company to "couple a
strong balance sheet with multi-model offerings" and reassess "its growth opportunities
and the positioning of its assets." National Express and Elliott eventually reached a
settlement in mid-2011. On 3/7/13 Elliott announced it would be selling half of its ~20%
stake in the British transport company.
While History With German M&A Is Limited…It Warrants Analysis
Although somewhat limited and in some cases (Vodafone) still in flux, we thought it would
be helpful to revisit Elliott's involvement with previous Germany M&A cases. As noted in
07 January 2014
McKesson Corporation (MCK) 19
Exhibit 10 although activist interest in Germany has risen over the last few years, the level
of activism is nowhere near the levels seen in the U.S.
Exhibit 10: Global Activism Spectrum
Source: Activist Insight
■ Vodafone/Kabel Deutschland
On 6/12/13 Vodafone confirmed a preliminary approach to Kabel Deutschland. Later that
month on 6/24/13 Vodafone reached an agreement to buy Kabel Deutschland Holding AG
(KD8) for €87 (inclusive of a €2.50 dividend) per share for a total €7.7B ($10.1B). The offer
represented a 37% premium to the last undisturbed close. Vodafone launched the public
takeover offer for KD8 on 7/30/13. KD8's board back the takeover on 8/2/13 noting that
"after a full appraisal of the offer document [the board] consider[ed] the offer to be
financially attractive and strategically promising."
Elliot Management held 10.9% KD8 as of 9/6/13 (up from 5%+ in August) which although
not enough to block the deal, could have, in theory, made it more difficult for Vodafone to
reach the 75% threshold it required. However, on 9/9/13 Vodafone reiterated its offer
noting that terms and conditions remain unchanged and would not be amended (including
the minimum acceptance condition for the offer of 75%). On 9/12/13 Vodafone met the
75% minimum acceptance condition and again highlighted its intention to execute a
domination and profit and loss transfer agreement with KD8. On 10/14/13 Vodafone
announced it held 76.57% of KD8.
On 12/20/13 Vodafone and KD8 signed a domination and profit and loss agreement. As of
the most recent filing (9/17/13) Elliott Management still held 11.1% of KD8's shares. In
conjunction with the domination agreement Vodafone made an offering to minority
shareholders of €84.53 or a guaranteed €3.77 annual dividend for the outstanding shares.
Elliott still has the opportunity to pursue a higher remuneration within the German legal
system.
■ Terex/Demag
Terex, an American crane manufacturer, initially launched a voluntary public tender offer
to shareholder of Demag Cranes on 5/19/2011 for €41.75 per shares eventually increasing
its offer to €45.50 per share (a 29% premium). By 8/16/11 Terex Industrial Holding AG
held 81.8% of Demag Cranes. Terex and Demag signed the domination agreement on
1/30/12 and offered to acquire the shares of minority shareholders for €45.52 or an annual
guaranteed dividend payment of €3.33.
On 3/22/12 Elliot International informed Demag that it had exceed the threshold of 10% of
shareholder rights having reached 12.71%. On 10/23/12, more than 100 shareholders
including Elliott International filed to sue Terex arguing for an additional $261M in the best
case scenario. The court decision is still pending.
■ Chinese Lenovo Group/Medion
Lenovo Group Ltd. Offered to buy control of Medion AG (MDN) on 6/1/11 for €466M ($671M). The Chinese company would acquire a 37% stake from Medion Chairman Gerd Brachman for €13 per share. Medion's Chairman would retain 18.33% of the shareholding rights. On 10/25/11 Lenovo and Medion entered a domination and profit and loss transfer agreement after reaching over 87.5% ownership. The domination agreement offered to pay minority shareholders €13 per share or €0.82 in a perpetual guaranteed annual dividend. Elliot informed Medion on 5/16/12 that it held 10% of the voting rights in the company. It also acknowledged that its prevalent aim of the investment was to implement strategic objectives where the sale of the shares would not be excluding, exert its influence on the
07 January 2014
McKesson Corporation (MCK) 20
appointment or removal of members of the relevant governing bodies and change the company's capital structure. Elliot remains Medion's top shareholder.
07 January 2014
McKesson Corporation (MCK) 21
MCK-Celesio Accretion Analysis - Initial Guidance Likely Conservative Below we examine the financial aspects of MCK's proposed acquisition of Celesio in
greater detail. While we believe that current consensus estimates embed inconsistent
treatment of the as-yet pending acquisition, we would highlight that our published
estimates include no contribution from Celesio. Given MCK's historical track record with
acquisitions, we believe there is likely a reasonable amount of conservatism embedded in
longer-term targets, and over time we anticipate that the accretion & synergies could
exceed the initial targets. Below we examine: 1) the transaction structure; 2) initial
accretion commentary; 3) synergy estimates; 4) our detailed accretion analysis; 5)
sensitivity analysis; and 6) potential sources of upside.
Transaction Structure
The process of completing the Celesio acquisition is fairly unique and consequently we
thought it would be useful to highlight the key steps and aspects of the transaction. As
previously examined, the involvement of Elliott Management adds an additional layer of
complexity. Based on exchange rates at the time of the transaction announcement, MCK
noted that the total value including assumed debt would be roughly $8.3B. At current
exchange rates ($1.36/€) we estimate that MCK will have to pay roughly $6.4B in cash
and the total transaction value will approach $8.6B.
■ Haniel Stake: Recall that there had been media reports for some time that Celesio's
majority shareholder, Franz Haniel & Cie. GmbH (Haniel), was interested in selling or
reducing its 50.01% stake. These reports gained momentum in March of this year,
with various potential buyers suggested in a number of different media outlets. MCK
has entered into a share purchase agreement to acquire Haniel's 50.01% outstanding
stake in Celesio at €23/share, and this agreement has been approved by Haniel's
Supervisory Board.
■ Business Combination Agreement: MCK has a business combination agreement
with Celesio that sets out parameters required for the combination of the two
businesses. Celesio's Management and Supervisory Boards have accepted the
takeover and discussed plans to tender any shares held by members of the board.
The close of the transaction is subject both to standard regulatory approvals, as well
as the acquisition by MCK of at least 75% of Celesio's fully diluted shares outstanding.
■ Tender Offer: MCK has launched a tender offer for Celesio's public shares at
€23/share as of 12/5/13, with shareholders having until 1/9/14 at 6:00 PM ET to tender
shares at the offer price.
■ Converts: In conjunction with its tender offer for Celesio's publicly traded shares,
MCK has also launched a tender for CLS1's two outstanding converts, each with
$350M in principal. MCK is offering to pay €53,117.78 per €50,000 in principal of the
2014 converts (6.24% premium) and €120,798.32 for each €100,000 in principal of
2018 converts (~20.8% premium).
■ Financing: MCK has discussed that it would use some of its existing off-shore cash to
fund a portion of the transaction, and a bridge facility to fund the balance of the
tendered securities. Ultimately we anticipate MCK will put in place permanent
financing following the completion of the tender offer, although management has
repeatedly highlighted a commitment to remaining investment grade rated by the debt
agencies. On 10/23/13, MCK entered a $5.5B unsecured bridge loan to fund the
transaction with a term of 364 days.
07 January 2014
McKesson Corporation (MCK) 22
Initial Accretion Commentary
MCK has initially targeted $275-325M in annual synergies by the fourth year post gaining
operational control of Celesio, with $1.00-$1.20 of accretion in the first twelve months
following the completion of the tender offers. Note that this assumes MCK achieves 100%
ownership of Celesio following the conclusion of the tender offers. As we have previously
highlighted, it is not uncommon for some level of minority shareholders to hold out and be
"squeezed out" over time through litigation or negotiation. Consequently, while MCK would
consolidate Celesio's results into its reported P&L, the company would also recognize a
minority interest or dividend that could reduce the previously-discussed initial accretion
targets. While we believe that it is appropriate to evaluate the full earnings power that
Celesio would bring, we would caution investors that some consensus estimates might
already embed the deal with 100% acquisition of outstanding shares. Below we would
highlight some of management's initial commentary around accretion made on the
10/24/13 F2Q14 conference call.
"The accretion range that I spoke about, the $1 to $1.20 that begins upon the
completion of the successful tender. And we're looking for that to occur in Q4 of
fiscal 2014. Now based upon the process that we abide by under German law, it
will take several months or so before we would actually be able to take
operational control. So we'd be of the order of halfway through fiscal 2015 before
we were able to exercise that operating control and have any access to synergies.
And then I think it would be the case of synergies building gradually over that four-
year period that I spoke about such that in year four we'd be offered that $275
million or $325 million annual range. So quite a gradual ramp, modest impact on
fiscal 2015." - James Beer, EVP & CFO; F2Q14 Earnings Conference Call
Synergy Estimates - Debating Global Generic
Sourcing Benefits
We believe that one of the key sources of synergies from this transaction is likely to come
from improved global sourcing of generics. MCK's acquisition of Celesio followed WAG's
acquisition of Alliance Boots and later its partnership with ABC, underscores the potential
value from global generic purchasing partnerships. More recently, CAH and CVS have
announced a domestic-based JV for generic purchasing further highlighting the value of
greater scale. We would note that there could be several sources of generic savings from
the transaction:
■ Further centralization of Celesio's own generic sourcing efforts;
■ Comparison of MCK & Celesio generic contracts and buying SKUs at lowest available
price where possible;
■ Cross-selling MCK Northstar offering; and eventually
■ Renegotiating generic purchasing rates with manufacturers with the benefit of
combined global scale.
It is likely that MCK's initial synergy target of $275-325M, as well as the timing of synergy
capture, could prove conservative over time. While the other distributors (ABC and CAH)
have been reluctant to definitively quantify or frame the benefit from their generic sourcing
partnerships, WAG has provided some color on targeted and achieved synergies from its
acquisition of Alliance Boots. WAG has suggested that about $500M of its targeted $1B of
synergies (by FY16) will be driven by generic procurement. This would represent roughly
5% savings from the combined generic purchasing power in FY16 (note this excludes any
incremental benefit from adding ABC to the purchasing JV). In the first year, WAG has
07 January 2014
McKesson Corporation (MCK) 23
suggested it has achieved $150M of savings, and is targeting $350M-$400M in FY14, with
run-rate results already above the top end of the range as of F1Q.
Management commentary has suggested that the principal driver of synergies will be
related to "supply chain and sourcing activity" (John Hammergren, Chairman & CEO;
F2Q14 Earnings Conference Call), although we would not rule out some level of
operational improvement, cost savings, and reduction of public company costs as a source
of savings, partially offset by the necessity to maintain a robust European infrastructure.
C15 Accretion Analysis
Our analysis suggests that the pending transaction is likely to drive meaningful accretion,
with the initial targets potentially conservative. Our base analysis below assumes that
MCK acquires the outstanding equity at €23/share as well as the published tender prices
for the two outstanding convertible bond issues. At current FX rates, we estimate that
MCK will pay roughly $6.4B to acquire Celesio (excluding assumed net debt), with a total
transaction value of $8.55B, implying a roughly 11.44x purchase multiple (EV/Celesio C13
IBES consensus EBITDA). We would note this is roughly consistent with the purchase
price implied in WAG's acquisition of Alliance Boots. As of F2Q14, MCK had $4.9B in debt
and $2.96B in cash ($1.6B) overseas. We estimate that in C15, Celesio could be $1.14
accretive, or 10.8% vs. our standalone estimate of $10.54. Note that our analysis
assumes that MCK acquires 100% of the outstanding shares of Celesio in order to
evaluate the true long-term earnings power. Each additional $25M of synergies
captured would represent roughly $0.07-$0.08 (0.8%) in incremental accretion.
Our analysis embeds the following assumptions:
■ The financing structure is 19% cash on hand ($1.2B of the $1.6B in overseas cash)
and 81% debt financing ($5.2B). This would result in gross debt/TTM pro-forma
EBITDA of roughly 3x;
■ Incremental cost of new debt for MCK is 4% and interest earned on excess cash
balance is 0.5%. We apply assumed bridge financing rates for now, but ultimately
MCK will look to put in place permanent financing;
■ We utilize IBES 2015 consensus estimates for Celesio's forecasted income statement
and apply a $1.36/€ exchange rate to consensus forecasts;
■ Tax of 31% reflects MCK current operations although we acknowledge this would
likely be impacted by the acquisition given Celesio's geographic footprint (Celesio
appears to have a ~36% tax rate currently);
■ Given sourcing advantages and some level of duplicative SG&A, we assume $75M of
synergies are captured in C15, with $68M of sourcing synergies and $8M of cost
synergies. This assumes 90% of synergy capture is from sourcing advantages, and
also assumes ratable capture of the targeted $275-$325M of synergies over the
discussed four-year time horizon. We note this could prove conservative depending on
the pace of reaping benefits from increased generic purchasing power;
■ Incremental intangibles (excluding goodwill) generated from the transaction is 35% of
the purchase price amortized over a seven-year period, although this is excluded from
adjusted EPS; and
■ Excludes one-time integration costs.
07 January 2014
McKesson Corporation (MCK) 24
Exhibit 11: MCK-Celesio C15 Accretion Analysis
(Acquirer) (Target)MCK CLS1 MCK + CLS1
Revenues 136,384 30,121 166,505Cost of Goods Sold 127,674 26,777 154,451Cost Synergies (COGS) (68)Gross Profit 8,710 3,343 12,121
Gross Margin % 6.4% 11.1% 7.3%
Operating Expenses (ex. D&A) 4,650 2,489 7,140Cost Synergies (SG&A) (8)EBITDA 4,060 854 4,989
EBITDA Margin % 3.0% 2.8% 3.0%
Depreciation & Amortization 430 188 619Incremental Amortization of Intangibles 320Operating Profit (EBIT) 3,630 666 4,050
EBIT Margin % 2.7% 2.2% 2.4%
Interest Expense, net 208 158 366Incremental Interest Expense 208Opportunity Cost of Cash Used 6Other Expense (Income) 0 0 0Total Other Expense (Income) 208 580
Pre-Tax Income (Loss) 3,422 3,470
Provision for Taxes 1,061 1,076Tax Rate 31.0% 31.0%Net Income (Loss) 2,361 2,395
Shares Outstanding, Pre-M&A 224 224Share Issuance 0Shares Outstanding, Post-M&A 224
EPS, Pre M&A 10.54 10.54 EPS, Post-M&A (including amortization) 10.69
EPS, Post-M&A (excluding amortization) 11.68 Accretion (Dilution) On Calendar 2015E EPS, Adjusted Cash EPS 1.14
10.8% Source: Company data, Credit Suisse estimates, FactSet
Accretion Sensitivity Analysis - Purchase Price,
Ownership Stake, and Synergy Timeline are Key
Swing Factors
We acknowledge that our accretion analysis is very sensitive to a handful of key
assumptions. In particular the timing of synergy capture represents a key swing factor for
accretion levels in the early years (in addition to potential conservatism embedded in the
overall synergy target. We estimate that each $25M in incremental synergies would drive
$0.07-$0.08 of additional accretion relative to our estimates.
07 January 2014
McKesson Corporation (MCK) 25
Exhibit 12: MCK-Celesio C15 Accretion Sensitivity Analysis (Synergy Capture)
C15 Accretion
$50 $1.06
$75 $1.14
$100 $1.21
$125 $1.29
$150 $1.37
$175 $1.44
Syn
erg
ies
($M
s)
Source: Company data, Credit Suisse estimates
Additionally, given the involvement of Elliott Management, we do acknowledge that MCK
could potentially look to increase the purchase price in order to smoothly close the
proposed transaction. We would suggest that MCK has offered a fair price for Celesio (a
39% premium over the three-month volume weighted average price prior to the market
speculation that began on 10/8/13), particularly at a slight premium to the initial purchase
multiple in the WAG/Alliance Boots deal. However our analysis below suggests that each
incremental €1 Euro/share would only shave roughly $0.03-$0.04 off our accretion
analysis, and consequently it is possible MCK might look to sweeten the offer in order to
expedite the close of the transaction. We would note that our analysis below continues to
assume MCK can acquire 100% of the company, and estimates the incremental cost to
acquire Celesio is funded entirely by debt at 4% interest rates. If MCK were to pay
€26.50/share for Celesio (and a corresponding increase in the tender price for the
convertible bonds), this would represent a 15% increase in the offer price, a 54% premium
to Celesio's stock price before market speculation began, and a 12.7x purchase multiple.
Exhibit 13: MCK-Celesio C15 Accretion Sensitivity Analysis (Purchase Price) Purchase Price per Share € 23.00 € 23.50 € 24.00 € 24.50 € 25.00 € 25.50 € 26.00 € 26.50
Accretion, C15 Cash EPS $1.14 $1.12 $1.10 $1.08 $1.07 $1.05 $1.03 $1.02
% accretion off C15 base EPS 10.8% 10.6% 10.4% 10.2% 10.2% 10.0% 9.8% 9.7%
Incremental Interest Expense ($Ms) - 6 11 17 22 28 34 39
Net EPS Headwind - ($0.02) ($0.03) ($0.05) ($0.07) ($0.09) ($0.10) ($0.12)
% relative to base est. - (1.5%) (3.0%) (4.6%) (6.1%) (7.6%) (9.1%) (10.6%)
Gross Debt / TTM EBITDA 2.98x 3.02x 3.05x 3.08x 3.12x 3.15x 3.19x 3.22x
Purchase Price / TTM EBITDA (CLS1) 11.36x 11.56x 11.74x 11.93x 12.12x 12.30x 12.49x 12.67x Source: Company data, Credit Suisse estimates
Potential for Operational Improvements
Underappreciated
We would highlight that there are additional potential sources of upside from the Celesio
transaction beyond greater generic sourcing savings. We believe that MCK's initial
accretion and synergy commentary do not include a meaningful benefit from any of the
following:
■ Potential top-line synergies (i.e. cross-selling specialty services or HCIT into Europe);
■ Operational improvements (adjusting potentially inefficient habits and processes);
■ Improving generic penetration levels/formulary usage in Europe; and
■ General SG&A savings or centralization benefits.
07 January 2014
McKesson Corporation (MCK) 26
Celesio Offers Global Platform for Growth Opportunities Remain in Europe…in Wholesale AND
Retail
As we have previously noted, the European drug distribution remains fairly fragmented,
particularly outside of the largest geographies. We believe it is fair to say the competitive
market is less mature than the domestic drug distribution market, and while
geographic/government barriers could impose a natural ceiling on the ability to consolidate
market share within the top countries, we believe MCK/Celesio could look to become a
larger European player. Similarly the pharmacy/drug retail markets are reasonably
fragmented, although we acknowledge certain geographies have limitations on the ability
to form large retail chains. With several leading brands both on the drug distribution and
drug retail side that don't operate across all of Celesio's geographies we see ample
opportunity to expand geographical presence, market share, and wallet share, both
organically and through tuck-in M&A. In particular with the strong Lloyd's brand in the U.K.,
MCK/Celesio could look to bring some of those capabilities to bear in other geographic
markets.
Exhibit 14: European Drug Distribution Market Share
Others, 62.4%Celesio, 14.0%
Alliance, 10.2%
Phoenix, 13.5%
Source: GBI Research, GIRP, Company Data
Brazil - The Next Frontier?
The U.S. pharmaceutical supply chain’s improved appetite for global/larger generic
sourcing and Brazil's current market dynamics make it an interesting geography for all
three major drug distributors. We would highlight MCK's acquisition of Celesio would give
MCK a first mover advantage over the other US wholesalers to begin the consolidation of
this market. Although only $15B in pharmaceutical spend today, the market is growing at
a low double-digit CAGR, and IMS projects it will be the fourth largest pharmaceutical
market by 2016 behind the US, China and Japan. Note that according to Interfarma,
medicine sales in Brazil increased 112% from 2002 to 2012.
07 January 2014
McKesson Corporation (MCK) 27
Exhibit 15: Top Geographies By Pharmaceutical Spend ($B)
$304
$153
$81
$27 $20 $15 $12
$0
$50
$100
$150
$200
$250
$300
$350
USA Europe(Top 5)
Japan China Canada Brazil Russia
USA Europe (Top 5) Japan China Canada Brazil Russia
Source: Profarma
Brazil has over 360 pharmaceutical wholesalers with the three largest players (including
Celesio's Panpharma) controlling ~41% of the market. Wholesalers in Brazil have a gross
margin profile similar to the U.S. wholesalers in the 5-7% with high working capital needs.
The landscape is very fragmented with some relatively material regional players and a
high degree of informality. We believe that due to the relative immaturity of the drug
distribution sector in Brazil, self-warehousing chains represent a sizable part of the
broader market, and a long-term opportunity.
Similar to the operations of U.S. and European distributors, Brazilian wholesalers seek to
ensure the efficient distribution of pharmaceutical products to retailers benefitting from
economies of scale to purchase, store and resell inventory. Brazilian wholesalers provide
retailers with inventory management and financing and help manufacturers with the
introduction of new products as well as removal of certain products.
Exhibit 16: Sales Concentration of 3 Largest Drug Distributors
41%
0%
20%
40%
60%
80%
100%
120%
Australia France USA Mexico Germany
UK Japan Argentina Canada Brazil
Italy Spain South Korea
Source: Profarma
07 January 2014
McKesson Corporation (MCK) 28
Exhibit 17: Pharmaceutical Distribution Market Share
Profarma, 10%
PanFarma, 13%
Santa Cruz, 18%Other, 59.00%
Source: Company data, Credit Suisse estimates, ABRAFARMA
Despite an increasing level of generic dispensing in Brazil, generics represent only 21% of
total drug spend. Branded Rx and OTC medication make up the rest with 53% and 26%,
respectively. We would highlight that unlike in Europe and the U.S. specialty
pharmaceuticals are only available from hospitals and specialists clinics in Brazil.
We found it interesting that according to Pro-Genericos, approximately 15% of the
Brazilian population consumes 50% of the drugs sold underscoring that roughly half of the
population has little to no access to any pharmaceuticals on account of low income levels.
This is a key difference between Brazilian wholesaler landscape and the North
American/European paradigm.
The National Wholesaler Association in Brazil (Abrafarma) has 20 members in its roster
with the stated objective to support communication, collaboration and development of the
drug wholesaling industry in Brazil. The association also acts as a lobbying group for the
industry at the Municipal, State and Federal levels and it organizes conventions, seminars
and conferences where members and share expertise and technology. In addition to the
big three, members include: ANB Farma, Alto Miudezas Comercial, Audifar, DIMED,
Distribuidora Brasil de Medicamentos, Drogacenter Distribuidora de Medicamentos,
Farma Service Distribuidora, Genesio A. Mendes & CIA, Distribuidora de Produtos
Farmaceuticos Gramense, Imifarma Produto Farmaceuticos e Cosmetics, Jorge & CIA,
Julifarma Distribuidora, Mercantil Farmed, Nazaria, Panfarma, Profarma, Santa Cruz, SB
Comercio and Servimed Comercial.
Regulatory Changes
As of 3/26/12, Brazil's national regulatory agency (ANVISA) allows for the same company
to own wholesaling and retail operations. This has in theory paved the way for increasing
vertical integration. More recently on 4/31/13 ANVISA approved the adjustment of
pharmaceutical product prices by up to 6.31%. Note that price-caps have been regulated
in Brazil since 2003 to manage the prices of pharmaceutical drugs commercialized in
Brazil. This has allowed Brazilians to purchase drugs at prices that are on average 35%
lower than the value initially requested by manufacturers.
07 January 2014
McKesson Corporation (MCK) 29
Celesio In Brazil - Panpharma
■ On 7/10/09 Celesio first acquired 50.1% of pharmaceutical wholesaler Panpharma for
$165M making it a first "step into one of the most attractive and strongest growing
pharmaceutical markets." At the time, CLS1 did not plan on setting up a pharmacy
chain in Brazil.
■ On 10/10/11 Celesio reached positioned itself as the leading specialty pharmaceutical
distributor in Brazil with the acquisition of 60% of Oncoprod Group. At the time,
Oncoprod had roughly €350M in revenues.
■ In its 2011 report, Celesio noted that it hoped to use Brazil as a "platform from which
to expand…[its] core business into other South American markets."
■ On 4/26/12 Celesio acquired the remaining 49.9% of Panpharma as the company
exercised options it had acquired in the first stage of the acquisition
■ In its 2012 report, Celesio noted that it was "the seventh largest German company in
Brazil" and it intended to "in the medium term, to target rapid-growth markets outside
Latin America"
As an interesting note, we would highlight that there has been a historical interest in the
Brazilian market from European wholesalers as highlighted by the 8/4/08 announcement
that Alliance Boots would acquire a 25% equity shareholding in Athos Farma (2007
revenues of £556M ). However, certain conditions were not met and the investment was
not made, although the 4/17/09 release noted that the company remained "interested in
the Brazilian pharmaceutical healthcare market."
Profarma Highlights Big Opportunity in Brazil
Profarma is a 52 year old distributor of pharmaceutical, personal care and cosmetic
products to the Brazilian population. The company has 12 distribution centers serving
~31K retail outlets for a total of 18M units. Its distribution footprint covers 96%+ of the
Brazil consumer market. It is also the 10th largest retail pharmacy chain in Brazil - a
position that was strengthened by its 2013 acquisition of Drogasmil/Farmalife and Tomoio.
The Retail division of the company represented only 9-10% of revenues in 3Q13 although
we would highlight that this did not include the acquisition of Drogasmil/Farmalife given the
transaction only closed on 9/25/13. The company was also recognized as the distributor of
the year by Abrafarma in 2012.
07 January 2014
McKesson Corporation (MCK) 30
Exhibit 18: Profarma 2008-2012 Revenue and EBITDA Margin
0.0%
0.5%
1.0%
1.5%
2.0%
2.5%
3.0%
3.5%
4.0%
4.5%
5.0%
BRL 0.00
BRL 500.00
BRL 1,000.00
BRL 1,500.00
BRL 2,000.00
BRL 2,500.00
BRL 3,000.00
BRL 3,500.00
BRL 4,000.00
2008 2009 2010 2011 2012
Revenue EBITDA Margin
Source: Company data, Credit Suisse estimates
China…Long-Term Growth Opportunity?
The Chinese pharmaceutical distribution market is less mature than its North American
and European counterpart, with a fragmented distribution network of over 10,000 players.
The top ten distributors represent only 34% of the market, although there is an expectation
that there will be consolidation as the Chinese government makes substantial investments
and reforms to increase health coverage. A key difference relative to the North American
environment is that over 70% of the prescription drugs are sold through hospitals, and
much of the economics come from rebates & agreements with the manufacturers rather
than on a spread & markup to end-users.
China’s pharmaceutical market is forecasted to reach #2 behind the U.S. by 2015, with
over 20% growth. While nearly half of China’s population is concentrated in urban areas,
regional coverage & logistics introduce additional complexity. But with nearly 460K
potential dispensing points (hospitals, clinics, and pharmacies) and over 1.3B potential
patients (per CAH estimates) this is an attractive & growing market. We do acknowledge
that this market carries several risks & concerns including: 1) intellectual
property/counterfeiting issues; 2) risk of governmental intervention; and 3) potential issues
for foreign players being blocked from building significant share or challenging domestic
players.
07 January 2014
McKesson Corporation (MCK) 31
Exhibit 19: Chinese Pharmaceutical Distribution Market Share
Sinopharm, 9% Shanghai Pharmaceuticals
, 5%
China Resources,
4%
Others, 82%
Source: A.T. Kearney
As a reference point, Exhibit 20 highlights the geographical distribution the top state-
owned pharmaceutical wholesaler acquisitions since 2010. Recall that the Chinese
government’s 12th 5-year plan calls for the establishment of one to three national
distributors with sales of over $15.6B and 20 regional distributors with sales of over $1.6B.
Exhibit 20: Top 3 State Owned Drug Distributor's DC
Source: A.T. Kearney
07 January 2014
McKesson Corporation (MCK) 32
Underlying Fundamentals in Core Business Remain Quite Strong In the first two quarters of its current fiscal year, MCK has beaten consensus expectations
by a combined $0.59 and raised FY14 guidance twice by a combined $0.50 at the
midpoint. These strong results have been driven by operating upside across almost all of
MCK's businesses, and we believe the drivers of the operating strength should continue to
be a tailwind supporting strong organic growth. We would suggest that even after the
meaningful increases to guidance, MCK's current guidance could still prove conservative.
Management has suggested it has embedded some moderation of the favorable trends
experienced YTD (such as generic price inflation) and we would offer that this
management team has established a fairly consistent track record of conservatism. Below
we highlight the key drivers of the recent momentum:
■ Favorable generic pricing might represent secular shift: All three drug distributors
have reported favorable generic pricing trends, which despite a slower generic launch
year in C13, have led to nice profit growth in proprietary/formulary generic programs.
Whereas historically, broad generic prices have deflated meaningfully each year,
competitive dynamics and secular trends have led to moderating deflation in recent
years. Even more significant has been instances of generic price inflation, which has
occurred in a handful of SKUs, with shortages cited as the primary driver. MCK and its
peers have suggested that the favorable inflation trends are challenging to predict and
might not continue at the same pace over the next several quarters. However we
believe the combination of: 1) generic manufacturer consolidation; 2) stricter FDA
standards and import restrictions on several manufacturers; 3) complexity of recent
generic launches; and 4) the sheer number of potential generics to pursue could all
combine to lead to a sustained shift in pricing trends that will be a continued tailwind
for drug distributors.
■ Brand price inflation remains robust: Although the benefit from brand price inflation
has moderated since the transition to FFS arrangements, we believe that elevated
levels of brand price inflation continue to be a nice tailwind for the drug distributors. In
3Q13, our analysis suggested that drug prices increased 11% y/y and 260 bps
sequentially. We continue to expect that C1Q14 will represent another quarter of
meaningful brand price increases and drive seasonally strong earnings growth for all
the distributors.
■ PSSI acquisition likely performing ahead of schedule: Recall that MCK closed on
its $2.1B acquisition of PSS World Medical (PSSI) on 2/22/13. The company had
targeted $100M in annual synergies by the fourth year post close, and we had
previously estimated the transaction would be roughly $0.31 accretive in FY14.
Although the company has not explicitly updated the accretion or synergy capture, we
believe that stronger results from PSS and better synergy capture could be supporting
some of the upside we have seen YTD. Management commentary has suggested that
the PSSI acquisition has been one of its most successful M&A deals. We believe that
the initial synergy targets were likely overly conservative and anticipate that this can
be an additional growth driver in the coming fiscal years.
■ Technology Solutions appears stable: While MCK's Technology Solutions has
posted mixed results over the last several years we have been encouraged by the
solid profitability performance thus far in FY14. After divesting several unprofitable
assets, MCK has posted Technology Solutions operating margins at the higher end of
its historic mid-teens target. We would acknowledge that the Paragon transition has
had its obstacles and there likely could be continued market share churn, however the
broader portfolio of HCIT businesses appear stable.
07 January 2014
McKesson Corporation (MCK) 33
■ ACA could represent longer-term upside: While near-term C14 impact from ACA
are likely to be somewhat modest given slower uptake, we believe that over the long-
run ACA will represent a tailwind for distributors that is not currently in management
targets or consensus estimates. As some of the enrollment challenges subside over
the coming years the greater insurance coverage should lead to some incremental
utilization of prescriptions, as well as physician services which would drive growth
throughout MCK's Distribution Solutions segment. Additionally, the focus on pay-for-
quality metrics should drive interest in MCK's revenue cycle, transaction processing,
analytics, and population health HCIT offerings.
07 January 2014
McKesson Corporation (MCK) 34
Multi-Year Growth Picture Becoming Clear With Attractive Risk-Reward Shares of MCK have mostly shrugged off concerns around Elliott Management’s
opposition to MCK’s current bid for Celesio, down just 2.5% since concerns around this
issue accelerated. In our view, the €23 (~11x EBITDA, roughly consistent with WAG/AB)
proposed price is fair, however with that said, we believe that there is a greater chance
than the market may expect that the initial tender may fail due to Elliott Management's
opposition. We believe that MCK and Celesio shareholders have aligned interests, and
while the initial bid offers a fair valuation for Celesio, our analysis suggests that each
incremental €1 would only reduce C15 accretion by $0.03-$0.04. Consequently we would
not be surprised to see MCK slightly "sweeten" the offer to close the deal, which should
support continued outperformance in C14. While it is hard to predict the outcome of the
tender offer (expires Jan 9), we ultimately believe there is enough incentive for both
parties to come to some sort of an agreement in 1H14.
While we would acknowledge that there could be some modest downside if the initial
tender were to fail, we imagine that would be short-lived given MCK's strong organic
outlook and meaningful cash flow profile. We continue to feel comfortable recommending
MCK on a standalone basis as the strong underlying growth outlook, and capital
deployment opportunities should provide for continued earnings growth. The solid organic
outlook coupled with the potential accretion and strategic opportunities from Celesio get us
excited about the risk-reward profile at current valuations. Consequently, over the long-
term we see almost 5x the upside relative to the downside, and we believe current levels
represent an attractive risk-reward profile into 2014. Assuming successful completion of
the deal, MCK will have a global platform that should support above-average growth over
a multi-year period and warrant a premium multiple.
We are increasing our current standalone estimates for F15 and F16 to $9.65 and $10.81
from $9.52 and $10.68, respectively, to reflect the strong fundamental operating
environment. Our new PT of $189 (from $172) reflects a probability-weighted average
valuation of a standalone MCK (assuming a failed Celesio bid) and the valuation of a
combined MCK-Celesio. We assume a 33% probability of a failed bid to be conservative,
and believe that MCK shares could trade at 16x our standalone C15 $10.54 EPS estimate
(an implied target price of $169). We assign a 67% probability weight to a combined MCK-
Celesio and believe shares could warrant a 17x multiple on our pro-forma C15 estimate of
$11.68 (an implied target price of $200).
07 January 2014
McKesson Corporation (MCK) 35
Exhibit 21: MCK Price Target Methodology
Forward Multiple
Implied Target Price
$10.54 $11.68
16x
$169 $200
C15E EPS
Probability 33% 67%
$189
17x
Celesio Bid Fails Celesio closes
CS Target Price
Source: Company data, Credit Suisse estimates
07 January 2014
McKesson Corporation (MCK) 36
Companies Mentioned (Price as of 07-Jan-2014)
Actelion (ATLN.VX, SFr75.55) AmerisourceBergen Corp. (ABC.N, $70.45) CVS Caremark Corporation (CVS.N, $69.67) Cardinal Health, Inc. (CAH.N, $67.55) Celesio (CLSGn.DE, €22.425) Compuware (CPWR.O, $11.09) Demag Cranes (D9CGn.DE^F12, €51.2) Demag Cranes (D9CGn.DE^F12, €51.2) Kabel Deutschland Holding AG (KD8Gn.DE, €94.99) Lenovo Group Ltd (0992.HK, HK$8.99) Mainova (MNVG.DE^E11, €345.0) Mainova (MNVG.DE^E11, €345.0) McKesson Corporation (MCK.N, $161.83, OUTPERFORM, TP $189.0) Medion (MDNG.DE, €16.195) Owens & Minor Inc. (OMI.N, $36.73) Profarma (PFRM3.SA, R$18.29) Terex Corporation (TEX.N, $39.91) Vodafone Group (VOD.L, 237.9p) Walgreen Co. (WAG.N, $57.51)
Disclosure Appendix
Important Global Disclosures
Glen Santangelo and Jeffrey Bailin, each certify, with respect to the companies or securities that the individual analyzes, that (1) the views expressed in this report accurately reflect his or her personal views about all of the subject companies and securities and (2) no part of his or her compensation was, is or will be directly or indirectly related to the specific recommendations or views expressed in this report.
3-Year Price and Rating History for McKesson Corporation (MCK.N)
MCK.N Closing Price Target Price
Date (US$) (US$) Rating
01-Feb-11 77.60 89.00 O
04-May-11 82.92 95.00
28-Jul-11 79.60 96.00
01-May-12 90.44 105.00
26-Jul-12 92.26 107.00
25-Oct-12 93.16 R
22-Feb-13 103.66 122.00 O
07-May-13 108.63 123.00
25-Jul-13 118.58 135.00
24-Oct-13 150.00 172.00
* Asterisk signifies initiation or assumption of coverage.
O U T PERFO RM
REST RICT ED
The analyst(s) responsible for preparing this research report received Compensation that is based upon various factors including Credit Suisse's total revenues, a portion of which are generated by Credit Suisse's investment banking activities
As of December 10, 2012 Analysts’ stock rating are defined as follows:
Outperform (O) : The stock’s total return is expected to outperform the relevant benchmark*over the next 12 months.
Neutral (N) : The stock’s total return is expected to be in line with the relevant benchmark* over the next 12 months.
Underperform (U) : The stock’s total return is expected to underperform the relevant benchmark* over the next 12 months.
*Relevant benchmark by region: As of 10th December 2012, Japanese ratings are based on a stock’s total return relative to the analyst's coverage universe which consists of all companies covered by the analyst within the relevant sector, with Outperforms representing the most attractiv e, Neutrals the less attractive, and Underperforms the least attractive investment opportuni ties. As of 2nd October 2012, U.S. and Canadian as well as European ratings are based on a stock’s total return relative to the analyst's coverage universe which consists of all companies covered by the analyst within the relevant sector, with Outperforms representing the most attractive, Neutrals the less attractive, and Underperforms the least attractive investment opportunities. For Latin Ame rican and non-Japan Asia stocks, ratings are based on a stock’s total return relative to the average total return of the relevant country or regional benchmark; Australia, New Zealand are, and prior to 2nd October 2012 U.S. and Canadian ratings were based on (1) a stock’s absolute total return potential to its current share price and (2) the relative attractiveness of a stock’s total return potential within an analyst’s coverage universe. For Australian and New Zealand stocks, 12 -month rolling yield is incorporated in the absolute total return calculation and a 15% and a 7.5% threshold replace the 10-15% level in the Outperform and Underperform stock rating definitions, respectively. The 15% and 7.5% thresholds replace the +10-15% and -10-15% levels in the Neutral stock rating definition, respectively. Prior to 10th December 2012, Japanese ratings were based on a stock’s total return relative to the average total return of the relevant country or regional benchmark.
07 January 2014
McKesson Corporation (MCK) 37
Restricted (R) : In certain circumstances, Credit Suisse policy and/or applicable law and regulations preclude certain types of communications, including an investment recommendation, during the course of Credit Suisse's engagement in an investment banking transaction and in certain other circumstances.
Volatility Indicator [V] : A stock is defined as volatile if the stock price has moved up or down by 20% or more in a month in at least 8 of the past 24 months or the analyst expects significant volatility going forward.
Analysts’ sector weightings are distinct from analysts’ stock ratings and are based on the analyst’s expectations for the fundamentals and/or valuation of the sector* relative to the group’s historic fundamentals and/or valuation:
Overweight : The analyst’s expectation for the sector’s fundamentals and/or valuation is favorable over the next 12 months.
Market Weight : The analyst’s expectation for the sector’s fundamentals and/or valuation is neutral over the next 12 months.
Underweight : The analyst’s expectation for the sector’s fundamentals and/or valuation is cautious over the next 12 months.
*An analyst’s coverage sector consists of all companies covered by the analyst within the relevant sector. An analyst may cover multiple sectors.
Credit Suisse's distribution of stock ratings (and banking clients) is:
Global Ratings Distribution
Rating Versus universe (%) Of which banking clients (%)
Outperform/Buy* 43% (53% banking clients)
Neutral/Hold* 40% (49% banking clients)
Underperform/Sell* 15% (42% banking clients)
Restricted 2%
*For purposes of the NYSE and NASD ratings distribution disclosure requirements, our stock ratings of Outperform , Neutral, and Underperform most closely correspond to Buy, Hold, and Sell, respectively; however, the meanings are not the same, as our stock ratings are determined on a relative basis. (Please refer to definitions above.) An investor's decision to buy or sell a security should be based on investment objectives, current holdings, and other individual factors.
Credit Suisse’s policy is to update research reports as it deems appropriate, based on developments with the subject company, the sector or the market that may have a material impact on the research views or opinions stated herein.
Credit Suisse's policy is only to publish investment research that is impartial, independent, clear, fair and not misleading. For more detail please refer to Credit Suisse's Policies for Managing Conflicts of Interest in connection with Investment Research: http://www.csfb.com/research and analytics/disclaimer/managing_conflicts_disclaimer.html
Credit Suisse does not provide any tax advice. Any statement herein regarding any US federal tax is not intended or written to be used, and cannot be used, by any taxpayer for the purposes of avoiding any penalties.
Price Target: (12 months) for McKesson Corporation (MCK.N)
Method: We arrived at our $189 price target for McKesson using a probability-weighted average valuation of a standalone MCK (assuming a failed Celesio bid) and the valuation of a combined MCK-Celesio. We assign a 33% probability of a failed bid and believe that shares could trade at 16x our standalone C15 estimate of $10.54. We assign a 67% probability to a combined MCK-Celesio and believe shares could trade at 17x our pro-forma C15 estimate of $11.68. We are comfortable paying a higher than average multiple given the strong fundamental backdrop, accretion from the PSSI transaction, and the potential synergy and earnings power from the Celesio transaction. We assess McKesson on a P/E basis because it accounts for both the operating and financial leverage that we expect will benefit the company's bottom line growth. In valuing the drug distributor stocks and McKesson, we primarily utilize price-to-earnings (P/E) multiples to assess the risk/reward profile of the individual stocks and the group as a whole. P/E provides an historical and relative perspective to the distributors' valuations. We look at multiples relative to historical averages to ensure that the stocks are trading in-line with our synopsis of how current macro fundamentals fit into historical context. P/E relative to a benchmark or to other industry peers sheds light on how the group or particular companies are currently performing relative to the economy or their competitors, respectively.
Risk: The drug distribution business is highly competitive, resulting in declining gross margins on renewed contracts. There are several risks to McKesson's achievement of our $189 target price. The information technolgoy segment continues to face challenging top-line environments as pure-play HCIT vendors are competing more effectively for business. Execution and integration risk related to the PSSI transaction could also impact sentiment and the company's ability to achieve targets. Additionally the ability to close the Celesio transaction could impact sentiment. Lastly, despite solid industry fundamentals, greater than expected price competition or contract movements could impact sentiment, valuation, and earnings.
Please refer to the firm's disclosure website at https://rave.credit-suisse.com/disclosures for the definitions of abbreviations typically used in the target price method and risk sections.
See the Companies Mentioned section for full company names
07 January 2014
McKesson Corporation (MCK) 38
The subject company (MCK.N, CAH.N, WAG.N, CVS.N, ATLN.VX, KD8Gn.DE, TEX.N, 0992.HK) currently is, or was during the 12-month period preceding the date of distribution of this report, a client of Credit Suisse.
Credit Suisse provided investment banking services to the subject company (MCK.N, TEX.N, 0992.HK) within the past 12 months.
Credit Suisse provided non-investment banking services to the subject company (CAH.N, CVS.N, ATLN.VX, TEX.N, 0992.HK) within the past 12 months
Credit Suisse has received investment banking related compensation from the subject company (MCK.N, TEX.N, 0992.HK) within the past 12 months
Credit Suisse expects to receive or intends to seek investment banking related compensation from the subject company (MCK.N, CAH.N, WAG.N, OMI.N, KD8Gn.DE, TEX.N, 0992.HK) within the next 3 months.
Credit Suisse has received compensation for products and services other than investment banking services from the subject company (CAH.N, CVS.N, ATLN.VX, TEX.N, 0992.HK) within the past 12 months
As of the date of this report, Credit Suisse makes a market in the following subject companies (MCK.N, CAH.N, WAG.N, CVS.N, OMI.N, TEX.N).
As of the end of the preceding month, Credit Suisse beneficially own 1% or more of a class of common equity securities of (ATLN.VX, VOD.L).
As of the date of this report, an analyst involved in the preparation of this report has the following material conflict of interest with the subject company (CVS.N). Training
Important Regional Disclosures
Singapore recipients should contact Credit Suisse AG, Singapore Branch for any matters arising from this research report.
The analyst(s) involved in the preparation of this report have not visited the material operations of the subject company (MCK.N, CAH.N, WAG.N, CVS.N, CVS.N, OMI.N, ATLN.VX, KD8Gn.DE, VOD.L, TEX.N, 0992.HK) within the past 12 months
Restrictions on certain Canadian securities are indicated by the following abbreviations: NVS--Non-Voting shares; RVS--Restricted Voting Shares; SVS--Subordinate Voting Shares.
Individuals receiving this report from a Canadian investment dealer that is not affiliated with Credit Suisse should be advised that this report may not contain regulatory disclosures the non-affiliated Canadian investment dealer would be required to make if this were its own report.
For Credit Suisse Securities (Canada), Inc.'s policies and procedures regarding the dissemination of equity research, please visit http://www.csfb.com/legal_terms/canada_research_policy.shtml.
The following disclosed European company/ies have estimates that comply with IFRS: (CAH.N, ATLN.VX, VOD.L).
An analyst involved in the preparation of this report received third party benefits in connection with this research report from the subject company (CVS.N)
Credit Suisse has acted as lead manager or syndicate member in a public offering of securities for the subject company (MCK.N, ATLN.VX, TEX.N, 0992.HK) within the past 3 years.
As of the date of this report, Credit Suisse acts as a market maker or liquidity provider in the equities securities that are the subject of this report.
Principal is not guaranteed in the case of equities because equity prices are variable.
Commission is the commission rate or the amount agreed with a customer when setting up an account or at any time after that.
For Credit Suisse disclosure information on other companies mentioned in this report, please visit the website at https://rave.credit-suisse.com/disclosures or call +1 (877) 291-2683.
07 January 2014
McKesson Corporation (MCK) 39
References in this report to Credit Suisse include all of the subsidiaries and affiliates of Credit Suisse operating under its investment banking division. For more information on our structure, please use the following link: https://www.credit-suisse.com/who_we_are/en/This report may contain material that is not directed to, or intended for distribution to or use by, any person or entity who is a citizen or resident of or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would subject Credit Suisse AG or its affiliates ("CS") to any registration or licensing requirement within such jurisdiction. All material presented in this report, unless specifically indicated otherwise, is under copyright to CS. None of the material, nor its content, nor any copy of it, may be altered in any way, transmitted to, copied or distributed to any other party, without the prior express written permission of CS. All trademarks, service marks and logos used in this report are trademarks or service marks or registered trademarks or service marks of CS or its affiliates. The information, tools and material presented in this report are provided to you for information purposes only and are not to be used or considered as an offer or the solicitation of an offer to sell or to buy or subscribe for securities or other financial instruments. CS may not have taken any steps to ensure that the securities referred to in this report are suitable for any particular investor. CS will not treat recipients of this report as its customers by virtue of their receiving this report. The investments and services contained or referred to in this report may not be suitable for you and it is recommended that you consult an independent investment advisor if you are in doubt about such investments or investment services. Nothing in this report constitutes investment, legal, accounting or tax advice, or a representation that any investment or strategy is suitable or appropriate to your individual circumstances, or otherwise constitutes a personal recommendation to you. CS does not advise on the tax consequences of investments and you are advised to contact an independent tax adviser. Please note in particular that the bases and levels of taxation may change. Information and opinions presented in this report have been obtained or derived from sources believed by CS to be reliable, but CS makes no representation as to their accuracy or completeness. CS accepts no liability for loss arising from the use of the material presented in this report, except that this exclusion of liability does not apply to the extent that such liability arises under specific statutes or regulations applicable to CS. This report is not to be relied upon in substitution for the exercise of independent judgment. CS may have issued, and may in the future issue, other communications that are inconsistent with, and reach different conclusions from, the information presented in this report. Those communications reflect the different assumptions, views and analytical methods of the analysts who prepared them and CS is under no obligation to ensure that such other communications are brought to the attention of any recipient of this report. CS may, to the extent permitted by law, participate or invest in financing transactions with the issuer(s) of the securities referred to in this report, perform services for or solicit business from such issuers, and/or have a position or holding, or other material interest, or effect transactions, in such securities or options thereon, or other investments related thereto. In addition, it may make markets in the securities mentioned in the material presented in this report. CS may have, within the last three years, served as manager or co-manager of a public offering of securities for, or currently may make a primary market in issues of, any or all of the entities mentioned in this report or may be providing, or have provided within the previous 12 months, significant advice or investment services in relation to the investment concerned or a related investment. Additional information is, subject to duties of confidentiality, available on request. Some investments referred to in this report will be offered solely by a single entity and in the case of some investments solely by CS, or an associate of CS or CS may be the only market maker in such investments. Past performance should not be taken as an indication or guarantee of future performance, and no representation or warranty, express or implied, is made regarding future performance. Information, opinions and estimates contained in this report reflect a judgment at its original date of publication by CS and are subject to change without notice. The price, value of and income from any of the securities or financial instruments mentioned in this report can fall as well as rise. The value of securities and financial instruments is subject to exchange rate fluctuation that may have a positive or adverse effect on the price or income of such securities or financial instruments. Investors in securities such as ADR's, the values of which are influenced by currency volatility, effectively assume this risk. Structured securities are complex instruments, typically involve a high degree of risk and are intended for sale only to sophisticated investors who are capable of understanding and assuming the risks involved. The market value of any structured security may be affected by changes in economic, financial and political factors (including, but not limited to, spot and forward interest and exchange rates), time to maturity, market conditions and volatility, and the credit quality of any issuer or reference issuer. Any investor interested in purchasing a structured product should conduct their own investigation and analysis of the product and consult with their own professional advisers as to the risks involved in making such a purchase. Some investments discussed in this report may have a high level of volatility. High volatility investments may experience sudden and large falls in their value causing losses when that investment is realised. Those losses may equal your original investment. Indeed, in the case of some investments the potential losses may exceed the amount of initial investment and, in such circumstances, you may be required to pay more money to support those losses. Income yields from investments may fluctuate and, in consequence, initial capital paid to make the investment may be used as part of that income yield. Some investments may not be readily realisable and it may be difficult to sell or realise those investments, similarly it may prove difficult for you to obtain reliable information about the value, or risks, to which such an investment is exposed. This report may provide the addresses of, or contain hyperlinks to, websites. Except to the extent to which the report refers to website material of CS, CS has not reviewed any such site and takes no responsibility for the content contained therein. Such address or hyperlink (including addresses or hyperlinks to CS's own website material) is provided solely for your convenience and information and the content of any such website does not in any way form part of this document. Accessing such website or following such link through this report or CS's website shall be at your own risk. This report is issued and distributed in Europe (except Switzerland) by Credit Suisse Securities (Europe) Limited, One Cabot Square, London E14 4QJ, England, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the Financial Conduct Authority ("FCA") and the PRA. This report is being distributed in Germany by Credit Suisse Securities (Europe) Limited Niederlassung Frankfurt am Main regulated by the Bundesanstalt fuer Finanzdienstleistungsaufsicht ("BaFin"). This report is being distributed in the United States and Canada by Credit Suisse Securities (USA) LLC; in Switzerland by Credit Suisse AG; in Brazil by Banco de Investimentos Credit Suisse (Brasil) S.A or its affiliates; in Mexico by Banco Credit Suisse (México), S.A. (transactions related to the securities mentioned in this report will only be effected in compliance with applicable regulation); in Japan by Credit Suisse Securities (Japan) Limited, Financial Instruments Firm, Director-General of Kanto Local Finance Bureau (Kinsho) No. 66, a member of Japan Securities Dealers Association, The Financial Futures Association of Japan, Japan Investment Advisers Association, Type II Financial Instruments Firms Association; elsewhere in Asia/ Pacific by whichever of the following is the appropriately authorised entity in the relevant jurisdiction: Credit Suisse (Hong Kong) Limited, Credit Suisse Equities (Australia) Limited, Credit Suisse Securities (Thailand) Limited, having registered address at 990 Abdulrahim Place, 27 Floor, Unit 2701, Rama IV Road, Silom, Bangrak, Bangkok 10500, Thailand, Tel. +66 2614 6000, Credit Suisse Securities (Malaysia) Sdn Bhd, Credit Suisse AG, Singapore Branch, Credit Suisse Securities (India) Private Limited regulated by the Securities and Exchange Board of India (registration Nos. INB230970637; INF230970637; INB010970631; INF010970631), having registered address at 9th Floor, Ceejay House, Dr.A.B. Road, Worli, Mumbai - 18, India, T- +91-22 6777 3777, Credit Suisse Securities (Europe) Limited, Seoul Branch, Credit Suisse AG, Taipei Securities Branch, PT Credit Suisse Securities Indonesia, Credit Suisse Securities (Philippines ) Inc., and elsewhere in the world by the relevant authorised affiliate of the above. Research on Taiwanese securities produced by Credit Suisse AG, Taipei Securities Branch has been prepared by a registered Senior Business Person. Research provided to residents of Malaysia is authorised by the Head of Research for Credit Suisse Securities (Malaysia) Sdn Bhd, to whom they should direct any queries on +603 2723 2020. This report has been prepared and issued for distribution in Singapore to institutional investors, accredited investors and expert investors (each as defined under the Financial Advisers Regulations) only, and is also distributed by Credit Suisse AG, Singapore branch to overseas investors (as defined under the Financial Advisers Regulations). By virtue of your status as an institutional investor, accredited investor, expert investor or overseas investor, Credit Suisse AG, Singapore branch is exempted from complying with certain compliance requirements under the Financial Advisers Act, Chapter 110 of Singapore (the "FAA"), the Financial Advisers Regulations and the relevant Notices and Guidelines issued thereunder, in respect of any financial advisory service which Credit Suisse AG, Singapore branch may provide to you. This research may not conform to Canadian disclosure requirements. In jurisdictions where CS is not already registered or licensed to trade in securities, transactions will only be effected in accordance with applicable securities legislation, which will vary from jurisdiction to jurisdiction and may require that the trade be made in accordance with applicable exemptions from registration or licensing requirements. Non-U.S. customers wishing to effect a transaction should contact a CS entity in their local jurisdiction unless governing law permits otherwise. U.S. customers wishing to effect a transaction should do so only by contacting a representative at Credit Suisse Securities (USA) LLC in the U.S. Please note that this research was originally prepared and issued by CS for distribution to their market professional and institutional investor customers. Recipients who are not market professional or institutional investor customers of CS should seek the advice of their independent financial advisor prior to taking any investment decision based on this report or for any necessary explanation of its contents. This research may relate to investments or services of a person outside of the UK or to other matters which are not authorised by the PRA and regulated by the FCA and the PRA or in respect of which the protections of the PRA and FCA for private customers and/or the UK compensation scheme may not be available, and further details as to where this may be the case are available upon request in respect of this report. CS may provide various services to US municipal entities or obligated persons ("municipalities"), including suggesting individual transactions or trades and entering into such transactions. Any services CS provides to municipalities are not viewed as "advice" within the meaning of Section 975 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. CS is providing any such services and related information solely on an arm's length basis and not as an advisor or fiduciary to the municipality. In connection with the provision of the any such services, there is no agreement, direct or indirect, between any municipality (including the officials, management, employees or agents thereof) and CS for CS to provide advice to the municipality. Municipalities should consult with their financial, accounting and legal advisors regarding any such services provided by CS. In addition, CS is not acting for direct or indirect compensation to solicit the municipality on behalf of an unaffiliated broker, dealer, municipal securities dealer, municipal advisor, or investment adviser for the purpose of obtaining or retaining an engagement by the municipality for or in connection with Municipal Financial Products, the issuance of municipal securities, or of an investment adviser to provide investment advisory services to or on behalf of the municipality. If this report is being distributed by a financial institution other than Credit Suisse AG, or its affiliates, that financial institution is solely responsible for distribution. Clients of that institution should contact that institution to effect a transaction in the securities mentioned in this report or require further information. This report does not constitute investment advice by Credit Suisse to the clients of the distributing financial institution, and neither Credit Suisse AG, its affiliates, and their respective officers, directors and employees accept any liability whatsoever for any direct or consequential loss arising from their use of this report or its content. Principal is not guaranteed. Commission is the commission rate or the amount agreed with a customer when setting up an account or at any time after that.
Copyright © 2014 CREDIT SUISSE AG and/or its affiliates. All rights reserved.
Investment principal on bonds can be eroded depending on sale price or market price. In addition, there are bonds on which investment principal can be eroded due to changes in redemption amounts. Care is required when investing in such instruments.
When you purchase non-listed Japanese fixed income securities (Japanese government bonds, Japanese municipal bonds, Japanese government guaranteed bonds, Japanese corporate bonds) from CS as a seller, you will be requested to pay the purchase price only.
14.01.07 MCK Celesio Survival Kit.Final.doc