Grifols, S.A. (BME:GRF)
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M&A Announcement

Sep 17, 2021

Speaker 4

And very good commercial footprint, very complementary to Grifols in the sense that they are not present in the US; we are very strong. They have a stronger presence in some regions in the EMEA region, which is extremely complementary to both companies. Brief description of BioTest numbers. This is public data, so I will not extend much. I have said, and Raymond has said, it's a family-origin company founded in 1946. They have two manufacturing sites, one already for many years working around 1.5 million liters of plasma per year that it can process. It's about to finish an expansion of a new plant in the same site for additional 1.5 million liters. So in total, this new combination will give 3 million liters of additional manufacturing plasma throughput capacity per year, plus the 26 centers that I have just mentioned.

Last, of course, but not least, BioTest is an entity that has around 2,000 employees overall. You see here the projections, the last actual data for revenue and for EBITDA, a solid revenue trend with a boost in 2020 compared to 2019, and a good performance in this adjusted EBITDA, which is adjusted by the company, excluding basically R&D and this new CAPEX project that I have just mentioned. If we join forces, if we complement each other, we think the result will be fantastic. Again, both are family-origin companies and with family spirit in the management still today. BioTest has a highly experienced management, very knowledgeable of the industry, which is very important because it's a very special industry. As I said, a strong presence in Europe. Very important, a strong pipeline that in the short term will deliver results.

That's what we expect and they expect. Maybe a thing that they are not good at and Grifols will bring a complement to that is that they don't have access to US plasma nowadays. Grifols knows us very well. We are a leader in the industry. We have a good track record in growing business, both from the organic and inorganic standpoint. Strong plasma in manufacturing and engineering, you know that very well from us, and a strong presence in the US. The result of this combination is what you have in the right-hand side. Basically, again, these two new proteins will enhance our plasma economics in the form of additional revenue per liter. We will strengthen both our pipeline. You will see in a minute.

Just to highlight, for instance, the last bullet in this slide is that we will become an industry player with more than 20 million liters per year capacity of fractionation, which puts us in a very strong position in the lead. Continuing with BioTest, what this combination will bring, as you can see here, Grifols and BioTest combined, we will be around the globe from east to west in the plasma collection space. Grifols was already in China through Shanghai Rust. You know that. Recent efforts in Grifols in the last three years to become an industry leader in collecting plasma in Europe.

This, for sure, will be enhanced with this integration, adding 26 plasma centers to our story in the US, totaling 300 with this recent effort that is shown here with this additional 11 plus 25 plus 7 plasma centers, totaling 43, leading us to reach 300 in the US. Altogether, if we are combined, we will have 380 plasma centers, which is as well an industry leading position here. The complementary commercial footprint - they are very strong in Europe, where a high percentage of the revenue for them comes from Europe, very little from the US. To the contrary, in Grifols, most of the revenue, around 70%, is coming from the US. Again, very complementary. Now the pipeline of BioTest, which is one of the key aspects of this investment and this journey.

Here is a summary of their pipeline. We want to highlight in blue, it's shown here in blue, the two main proteins that we think are paramount for this transaction. It's fibrinogen and IgM. Fibrinogen, they have a clinical development in place to get indication both in congenital and acquired deficiency of that protein. They both are in phase three. We expect them, based on the information we have, that they will be able to launch that during 2023 or early 2024. You have here the market around $800 million per year. There is competition in this field. We plan to license both in Europe and in the U.S. In the U.S., there is less competition. IgM, in this case, it's no competition at all. It's a brand new product.

It's an enhanced IgM cocktail with more portion of IgM versus other Igs, which will give a boost in terms of efficacy. That's what we expect for the product. Similar timing in terms of launching around 2024. The estimation of the market is minimum $1 billion. That's what we expect from our intelligence to up to $2 million, depending on how rapid we develop this market. If we put their pipeline and our pipeline together in Grifols, you can appreciate here that there is really minor overlap in the projects that we are ongoing. The only overlap that we have is in fibrinogen and in IgM, in the concept of, okay, same proteins. That's an overlap. But there is no overlap in terms of timing. Grifols, we are less advanced in the progress on the clinical program.

As you can see here, we have those products in still preclinical phase. The idea that we have is that we will just continue our fibrinogen projects, our IgM, and Alfredo will present later. This will result in a synergistic for our P&L. Going back to plasma economics, this is the very same chart that I just explained. In the next slide, you will see the effect of the addition of these two proteins that I was mentioning, fibrinogen and IgM. The effect is that one. You add revenue, which is highlighted here in this light blue for IgM and dark blue for fibrinogen. This is for one given year. We have expanded this blue area.

We have captured value from this latent revenue that was there by adding these two proteins that are a reality will be a reality in the market. But here, it's key to notice that the plasma cost line, this red line in the bottom, has not changed at all. It's in the very same place as it has been in the previous scenario, meaning that there will be automatically an increase in the gross margin. You can see that in more detail here in this slide. Assuming that today Grifols revenue per liter, this is on a per-liter basis, is 100. So base 21 equals 100. We add to these new proteins that will be launched in 24, around 24, the same cost of plasma on a per-liter basis.

This doesn't change, but you add revenue to this basis of 100, meaning that you will, by the same cost of plasma, you enhance your revenue in 11 points, let's say 11%, therefore resulting in an enhanced and increased margin going from 45% to 50%. Another way to see the effect in plasma economics of adding additional proteins with the same cost of plasma. Let's assume industry growth around 6% to 8%, okay? Meaning that the plasma that you need to grow every year, it's around 6%. This means this organic growth only with this orange color. But when you add two new proteins that in the past year didn't have, your revenue automatically has to grow or will grow more than this 6%, more than the input, more than the cost.

The effect of this combination of 6% cost but 8% revenue is resulting that your CAGR for your gross margin kind of has a boost, a turbo, and goes up to 10% per year. This is another way to look at this. I think this is my last slide, and now I transfer to Alfredo.

Speaker 1

Thank you, Victor. Good morning to everybody. I'm going to show you a few slides about numbers. The first one shows that this transaction will bring incremental EBITDA of more than €600 million by 2026. Around €300 million will be obtained by 2024, and an additional €300 million will be obtained from 2024 up to 2026. The main contribution of this incremental EBITDA, as you see in this slide, comes from the new product contribution, the IgM and fibrinogen. These are two products that will bring high gross margin due to the fact that currently those plasma fractions are thrown away. In addition to the product contributions from these two new products, we have the BioTest EBITDA standalone contribution, plus around €75 million OPEX synergies expected to achieve up to 2026.

These OPEX synergies will come basically from the fact that there are certain functions and activities that are overlapped. R&D cost savings. We expected that in addition to this incremental EBITDA, to achieve more than €200 million savings from Grifols and BioTest overlap R&D projects. Also, we'll enjoy one of €50 million CAPEX savings just by using BioTest capacity. Now I'm going to show you a bridge EBITDA analysis. It's kind of more detail coming from the previous one. First, on the left-hand side, as you see right now, this is the Grifols standalone EBITDA, last 12 months June, €1.4 billion. That was the reported EBITDA. Then we add back the COVID impact. We have a negative COVID transitory COVID impact associated to lower collections and higher cost per liter.

We add back the EBITDA from the brand new recently acquired 50 new donor centers. This is the EBITDA coming from those centers. Once we consider this, we have an underlying EBITDA ended June, last 12 months of €1.7 billion. This is the starting point. From the previous slide, we add the incremental EBITDA of €600 million. Once again, new product contributions, OPEX synergies. We have around €500 million from the organic EBITDA from both companies. Once we factor all of these numbers put together, we see that by 2026, we're expected to achieve €2.8 billion EBITDA with a margin of 32%. Leverage. The company, as always, and now more than ever, is highly committed for a rapid delivery.

This chart shows this is a bridge analysis about how the leverage ratio is going to evolve in the coming years. Starting as a baseline and the June number, we reported 4.9 times leverage. If we consider the underlying EBITDA from the previous slide, this is 4 times. Then we take into account the $1 billion investment coming from GIC. This transaction will be closed early Q4 of this year. This transaction, as we announced, will be used or these proceeds will be used to repay debt and to increase the company's liquidity. The next step is the €2 billion financing for this investment. We have already, from Bank of America, committed bridge loan. At the same time, we are planning to explore other financing options in the unsecured debt market.

Once we consider these two items, the GIC investment and the financing of Bismarck of BioTest, we see that the proforma leverage as of June is 5.4 times or 4.4 times considering the underlying EBITDA. Here it comes, this C letter shows the firm commitment of the company for a rapid delivery. The company will do whatever it takes to achieve this rapid leverage through a financial discipline. Among other things, we are considering not to make any significant M&A transactions as well as cash dividends. This is in line with what we have done in previous years, in previous transactions. The company knows what is going to be our leverage.

Again, as we have done in the past, we'll do whatever it takes to further reduce or to reduce this level to come down to expected levels that by the year 2024 should be below 3.5 times. This is just some transaction highlights in addition of the announcement. The transaction values BioTest equity at €1.6 billion. Once we consider debt around €400 million, this gives us an enterprise value of around €2 billion. Grifols offers around €800 million for the 90% of BioTest ordinary shares and 1% of BioTest preferred shares, plus €310 million of outstanding loan. This offer includes around 23% premium to the 30-day price volume weighted average price for BioTest ordinary shares. Upon completion, Grifols will indirectly own 90% of total share capital by voting rights and 45% by economic rights.

Grifols launches tender offer for BioTest, remaining ordinary and preferred shares for cash. Now to end this presentation, this is a sort of a resume. You can see that by putting together Grifols and BioTest, we are really marking the plasma industry. You see here the value creation. It has been explained in the previous slides. But what is more important for us, I think, is this final slide, which is what is moving us to do some of these types of investments. We are going to put more products in more places accessible to our patients, which at the end is our goal and our fit here. Also having new products to treat new diseases that now are unmet diseases and to give new treatments to our patients.

We are doing this following the commitment of my grandfather, or Victor's great-grandfather, which here is this phrase from him that is what is moving Grifols to move forward in this industry. Thank you very much for your attention.

Speaker 3

Thank you very much. Thank you all, and we hope you have found these explanations helpful. Let's go into the questions now. Let me remind you that you need to register cell site analyst, need to register through the Zoom link, and we'll be taking your questions here.

Bikain zoaz.

Speaker 4

Introduce.

Kim Son.

Kim Son.

Speaker 3

Here, we have been joined now by Thomas Degas, who is a Board Member, and Eduardo Herrera, President of the Bioscience Division. Let's see, we have a first question. Let's switch one moment the screens. This is coming from Michael Jungling. Hi, Michael.

Can you hear me?

Yes, perfectly. Thank you.

Great, great. Thank you. Look, interesting deal, but I have a question about the pipeline. It seems to me that a good chunk of the synergies is the pipeline. From 2024 onwards, things need to look pretty good in terms of achieving the synergies. How much due diligence have you been able to do to make sure that the pipeline that you describe on page 10 is indeed safe and sound for investors to rely on? I'm trying to understand whether you've appreciated all the risks when you've given that 2024 and 2026 EBITDA guidance. Thank you.

Speaker 4

Hi, Michael. We have done due diligence to the extent that we have been able to. But really, here, fibrinogen is a product that is already being used and it's already being sold by other companies. It's basically to replace in case of deficiency or depletion of that product, meaning that clinically we think we will be able to license the product both in Europe and in the US. IGM, kind of the same. They are well advanced in this project. For many years, they have been working. Remember that for IGM, BioTest is the only company that has had kind of an IGM product in the market. This is a new version, putting more proportion of IGM into the IG cocktail. The product has been marketed by them for many years, and this we expect to be the same.

Speaker 3

Okay. Thank you. Thank you, Michael. We have one other question. I cannot see the name. Hi, Veronica. Now I can see you. Thank you. Please welcome.

Excellent. Thank you, guys. Thank you all for taking my question. Just actually a question on the synergies and what is the key driver of the operational efficiencies that you expect from the business? I guess any plans that you guys have to streamline the fractionation footprint that you will have. Then maybe related to that, with TeleChris, one of the big benefits that you obtained was yield efficiency. So I'm wondering if that is an opportunity here and to what extent that's included in the $65 million of synergies that you're talking about versus to what extent it can come on top. Thank you.

Speaker 7

Okay. Hi, Veronica. Well, the synergies, as I said, basically coming from these new products, which is the chunk of this, I would say, incremental EBITDA. And as I said, currently, we're throwing away these plasma fractions. So those will be brand new products with no cost, okay? So if you just factor this in our plasma economics, as mentioned by Victor, suddenly you're going to get a significant boost in our margins. The other OPEX synergies basically are not, I would say, front-end synergies, more back-office synergies, the standard synergies typical in this transaction.

Speaker 4

In addition to that, Alfredo, we have kind of R&D synergies by canceling our current IGM and fibrinogen clinical programs. And from the manufacturing standpoint, it's a really good company. We have been able maybe Eduardo.

Speaker 7

The reality is that these are also strengths or capabilities in Europe. We will be able to have more than 8 million liters of fractionation. They have state-of-the-art facilities. We know that. They have the three proteins that we all know, but these new brand new proteins that provide additional yield and also the possibility of enhancing these new indications. These two new proteins are proteins that we all know because Grifols has been working for some time on them, so we are very familiar. They have an accelerated program because these proteins are in clinical stage, in late stage, and this is a big advantage for us. So from the manufacturing standpoint of view, industrial point of view, and also plasma procurement is a significant advantage for us.

Are there any synergies from a CAPEX perspective that you guys can talk about?

Yeah, CAPEX, as mentioned in one other slide, we are going to use part of the capacity, manufacturing capacity, and therefore we're expecting €50 million CAPEX savings.

Speaker 4

There is another synergy difficult to calculate now, Veronica, but it's the supply chain related with supply chain. I mean, sourcing plasma from Europe and shipping this plasma to plants that are already in Europe, and in the case of BioTest, it's Germany, so it's neighbors, and Spain. We know supply chain how complex has become now as a consequence of the pandemic. So we think this is an important synergy. Again, difficult to calculate, but the risking for sure, it's intangible, but it's a synergy here as well.

Okay.

Speaker 3

Great. Thanks, guys. Thank you, Veronica. We have another question coming from Tom Jones from Merriam-Barr.

Good morning. Good morning, everybody, and thanks for taking my questions. It's very much appreciated. Just two quickies, if I may. The first, I wondered if you could give us some more color on the likely shape of the tender process for the remaining shares, timing, squeeze-out potential, whether you intend to put any meaningful conditions on that tender process. The second question was really just about your very welcome, I would say, provision of explicit EBITDA and margin targets. I'm not so interested in how you get there. I think you've explained it all quite well. But what I am interested in is why you've taken this choice to be so explicit about what you expected from this deal. That's quite a significant change for Grifols, as far as I can recall in the last 15 years.

You've only given an explicit margin guidance once, and we all know what happened after that. Your rationale for that, which you didn't want to hamstring yourself in the future and didn't want to restrict future investment opportunities, etc. So I'm intrigued to know what's changed that's given you the impetus to provide such explicit guidance and targets this time around.

Speaker 5

Okay, yes. Tom, regarding the tender process, we expect to submit our offer at the end of October, okay? But this offer, as you should know, will be subject to certain conditions. One of the conditions, of course, is to close our deal with the, let's say, controlling shareholder of Target, of BioTest. We believe that it's a good offer. We believe that most of the shareholders will tender the shares. If this is the case, of course, that at the end we will squeeze out any remaining shareholder. But if for whatsoever reason people don't want to tender the shares, we'll be more than happy to work together with BioTest to keep it BioTest as it is, because our idea is to keep it independent, to take the best values of this company working together with Grifols.

We expect that nothing will be finalized until, let's say, during the first half of 2022. Remember that we have to clear competition authorities in Germany, in Austria, Spain, and Turkey. So we expect to have a clear view of everything during the second quarter of 2022. This is regarding the voluntary tender.

Speaker 7

For the second question, I mean, we are not changing our forward-looking guidance for the existing business. But since this is a business that has not yet come, that is going to come, we need to provide to the markets with certain color about high-level numbers, what the synergy that will be achieved, and how the delivery will be evolved over time.

Given your sort of reluctance to provide guidance in the past, should we take these targets that you've laid out as kind of minimums rather than expected maximums, or is that taking it just a step too far?

No, this is a base case. And then there are certain items, for instance, like the item of these savings, R&D savings, more than €200 million. This is not included in the incremental €600 million. So I would say that this is our base case, our best estimate.

Perfect. That's very helpful. I'll get back in a few.

Speaker 3

Okay. Thank you, Tom. We have now Joe Welton from Credit Suisse. Hi, Joe. Hi, hello.

Hello. Thank you. Just a few, please. Just to clarify, it says that at the end of this transaction, you'll have 45% of the economic rights, but I'm assuming that you are or you're forecasting you're basing on 100% of the economic rights. So just to check how that works, could you tell us, please, what the interest rate is that you're paying on the debt that you're getting? You may be able to refinance it, but what your starting level of debt is? Is there any chance that the Europeans, perhaps in Germany, where you would have the biggest overlap, that there would be any concern about the concentration of ownership that you will have of collection centers?

My final one is whether you could tell us how many million liters or what the literage is that you will get in with those 26 centers that you're getting in Europe. Thank you.

Speaker 7

For the first question regarding the cost of debt, we are, as I mentioned, exploring. We are planning to go to the market, to the unsecured debt market. Once we launch whatever is the debt instrument, we'll figure out the cost of this debt. But currently, we have not yet determined the cost of debt.

Speaker 5

Regarding concentration, you asked about it. Our assessment tells us that we do not expect to face any significant issue with German authorities. If you focus your attention on the plasma centers, we believe that we will be in a position to explain to them that this is not going to be a concentration for the final product, but on the contrary, it's going to have more benefits to final consumers because, as we said and as they explained before, there will be more product on the market if we take our US plasma. So we do not expect really to have significant issues.

Speaker 7

Regarding plasma collection, remember that the transaction provides additional centers in Germany, but nine, but then opens other countries like Czech Republic. We are talking about four countries. So we have now presence, we will have presence in Austria, Czech Republic, Hungary, and Germany. As Thomas was saying, this helps for the European self-sufficiency that always is a concern for everybody. So we don't see this as a problem. Otherwise, it's a big opportunity.

Speaker 3

Okay. Thank you. Thank you, Joe. We now have Jaime Escribán on the line. Please, since we have quite a few questions coming in, let's try to keep it to one question. Sorry, Jaime, it's for you. It's not a specific warning for you. It's for everybody who comes after you.

Yes, no problem. Thank you for taking my questions. I have one regarding what would be the CAPEX and integration cost that you need to invest in order to unlock the synergies. For example, the remaining CAPEX you need for next-level plan of BioTest and any integration cost to unlock all these synergies. One question regarding synergies would be most of them come from the new products which are launched in 2024. Should we assume that big part of the synergies will not come until 2024, or how much do you expect in 2022 and 2023? Just a very final, very short one. Would you think in merging A and B shares, accepting cash in from B shareholders in order to recapitalize as an option to further deliver the company? Thank you very much.

Thank you, Jaime.

Speaker 5

Regarding, I think that we have to be very respectful. We are going to issue a public tender. So for the time being, we have to treat and we have to respect BioTest as an independent company, the management, supervisory board, and everybody. This means that synergies, of course, will come between the collaboration of both companies. This is very important to put it here crystal clear. Our plasma, they are two new products, and this is going to happen. We need to sit down with them, and we need to talk. Up to now, we have not sat neither with management nor with the supervisory board. This is something that I want to leave clear because we don't want to raise false expectations regarding merging shares or not.

Speaker 7

On the CAPEX that you mentioned, they have already completed the plant, so we will not invest any further CAPEX from our side. Moreover, as I said, we're going to have around €50 million CAPEX synergies. For the second point, yes, we said that, as mentioned in our slides, that 2023, 2024, we'll be launching those products. At that time, you will see or we will see the synergies coming from new product contribution coming into line.

Okay. Thank you. Regarding the A and B shares, just because some investors are asking if there could be a capital increase or some kind of transaction like cashing in from AB shareholders, just to be clear on that.

Speaker 5

You refer to AB shares, Grifols AB shares or BioTest or what?

Yeah, B shares.

Grifols AB shares.

It should be an option.

No, no, no, no. We believe that it's too early to talk about all these issues. As you know, we fully respect our A and B shares, and especially B shares. We love them, and we'll try to do the best to give more value to B shares. But I would like to say something. I think that you should help us trying to explain investors that B share is like A share. It has the same economic rights, same value, exactly the same. Look what's happening right now in BioTest. In BioTest, non-voting shares have the same value that voting shares. Is that correct? So in Grifols, it should happen the same. But for the time being, we have not yet decided what to do.

Okay. Very clear. Thank you very much.

Thank you.

Speaker 3

Thank you, Jaime. I thought we had Rose on the line, but I'm not sure if we have lost. Yeah. Rose Turner from Barclays. Hi, hello.

Yep.

Speaker 4

Hey. Can you hear me okay?

Yes.

Fantastic. Just a couple of very quick ones from me, cognizant of the one-question limit, but everybody else has broken it. The dividends, can we just clarify exactly when you expect to start paying a cash dividend again? Is that 2023 or 2024? Is there a prospect of that being a scrip dividend in the meantime? Just around divestments, because that was discussed a bit at the CMD, does this kind of speed up your planned divestments given the leverage that you will be taking on with this? Thank you.

Speaker 3

Okay. Thank you, Ron.

Speaker 7

For the next one, as I mentioned, cash, we are not planning to pay cash dividends until we are below four times. I said cash dividends, okay? Everything else could happen. Script dividend, we have used script dividend in the past, so it could be an option, but this is something that needs to be approved by the board and the AGM. The other question is the divestments. As we announced in the investor meeting, now we are actively working on divesting those non-strategic assets, and soon we will see that some of these non-strategic assets will be divested. We are working on that.

Speaker 4

Great. Thank you very much.

Speaker 3

Thank you. We have a question coming from Peter of Adult from City. Hi, Peter.

Good evening. Morning all. Thanks for the presentation. Just can I use the opportunity, given all the questions that have already been asked, just to check in with Victor and Raymond on what you're seeing at the moment in terms of US collection trends since you last updated us and outlook for donor fees? Just anything you can point to in terms of incremental data points since the last update. Be interested to hear what the current situation is.

Speaker 5

Peter, I prefer this because Eduardo is the guy that is managing day by day this.

Speaker 7

As you know, we indicated in the last investors meeting that our plan was to have this recovery in the second part of the year. We have seen this recovery in European collections and in China collections. US, we have ups and downs. The reality is that we have our action plan performing well. We have seen some additional stimulus coming in mid-July. We have also seen the vaccination rates progressing, but we have reached some halt in some states. Also, we know that summer stimulus and employment checks and so on have been stopped in September. So what we can say is that the expectations that we have for the recovery in the second part of the year and early 2022 continues. The action plan is there. Also, the border with Mexico remains closed, as you all know. But we maintain our action plan.

We maintain our national campaigns. We have also continued with the organic growth. We are opening centers in the U.S. We have recently opened several centers. We have established a new deal with Immunotech, as you know. So we are well prepared. We know that this is a temporary situation. We see in China and Europe, they are recovering. We don't see why we cannot do the same in the U.S.

Speaker 5

And adding to this philosophically, Peter, what I mentioned about diversifying our geographical collection, not being so dependent from one particular region. So now in Europe, we will have, if this goes on, a total of 80 plasma centers out of our 380 plasma centers in total. So this is the trend that we want to have diversification to try to mitigate as much as possible fluctuations for whatever reason, like unfortunately, the pandemic has happened.

Victor, I can just follow up quickly. I think when we last got together in June, you were hoping that early next year we might see donor fees fall. Any change in that view, or would it be sooner or later?

Sorry? I didn't understand precisely.

Donor fees, compensation fees.

Speaker 7

Compensation fees, as you know, have been one of the main drivers to start this recovery. We are working with the idea that for next year, we see a decline, but we are not in a position to say if this decline will start at the end of the year or Q1. But we are working with the idea that as the pandemic is gone, the stimulus checks and the additional funding from the government are gone with the action plan we have in place. And the efficiencies, because we are working also with several efficiencies in our fleet, we see that there is a possibility, and we are working with that concept.

Thank you.

Speaker 3

Okay. Thank you, Peter. So José María, we have José María Cánovas from JV Capital. Hi.

Hello. Can you hear me?

Yes.

Hi. Thank you for taking my questions. Very quick. I wonder if you could share the collection capacity of the 26 centers of BioTest. Secondly, just to clarify, you're talking about $600 million, roughly, incremental EBITDA. However, in the bridge that you disclosed, you are including BioTest EBITDA. I'm wondering if I'm missing something here. Finally, maybe just to ask if the new leverage levels that you will reach could conflict with any of your covenants. You were talking about any measure to reduce debt. Would you consider at any point a capital increase? Thank you.

Speaker 7

The $600 million incremental EBITDA is based on Grifols standalone. So you have Grifols standalone, and then the incremental will come from BioTest standalone plus the contribution from new products. You ask about leverage. I mean, we don't have any leverage ratio from our existing lenders' agreement covenants. So that's something that you need to consider. As I said, we'll do whatever it takes to deliver our current leverage ratio. Regarding plasma collection capacity, these 26 centers have an average of 20,000 liters. You need to remember that because BioTest didn't have access to the US, they have need to open new centers. So most of these centers are in ramp-up. We see, based on our experience with our European Plasma Procurement Organization, we see opportunities to continue to increase the capacity per center. There is also good matching in the geographical situation.

We see this as a very good opportunity based on our experience and, of course, their experience.

Speaker 3

Okay. Thank you. I think we'll need to speed up a little bit, both questions and answers, because I think we have three more persons. And so we have Julien. Hi, Julien Dourmart from BNP Paribas. Hi. No?

Speaker 5

Can't hear you.

Speaker 3

Are you on mute, maybe?

Is that better?

Yes.

Yeah. Cool. Thank you. Thank you very much. My questions are actually very quick, two, if I may. The first one relates to the degree of self-sufficiency for BioTest in terms of plasma procurement. I'm just curious whether part of the synergies you indicate will come from a lower cost of plasma procurement by reducing the exposure to potentially third-party plasma that they might be buying. So that would be the first one. The second one, I think you indicated that BioTest is already selling IGM with an old formulation. Could you just give us a rough sense of how much sales they generate with that product specifically?

Speaker 5

Sorry. Sorry. Let me answer this question. Look, today, nowadays, right now, BioTest is still a public company. I think that we cannot and we don't have to make any statement, disclose, or talk about any figure, any insight of BioTest. So sorry, but I think that we cannot answer these questions. Sorry on that. Still public company.

Speaker 3

Yeah. Maybe on the IGM sales, just to confirm.

Speaker 5

Yes. Yes. I mean, today.

Speaker 3

But for plasma, we can talk.

Speaker 7

Today, they have a product that is a pentaglobulin that is a polygonal immunoglobulin. What they have developed, this timodulin, is a product that is much more rich in IgM. It's practically double. It's a combination of IgM, IgA, and IgG. The beauty of this product is that, as you know, IgM is the first antibody that acts in case of infectious disease. So they have indications like severe community-acquired pneumonia, but also in sepsis, bacterial, viral infections. This is really a very good product. We know we are familiar with the IgM because we have been working on that. But that's the beauty of this product, the combination of the three different antibodies instead of one single antibody.

Maybe if I may, just to be clear, this is just a new formulation of an existing product, or is it a new indication that you are targeting for that product?

It's a new formulation of a product, and of course, with new indications. There is no other product in the market with this indication. So based on the experience with pentaglobulin, we have all the safety profile already existing. Based on this existing profile, they have developed this new product. And of course, this new product is seeking new indications.

Okay. Thank you very much.

Speaker 3

Thank you. We have Guillermo Sampaio from Kaiserbank. Hi. Hello. Good morning.

Speaker 7

No.

Speaker 3

No. We cannot hear you. Sorry, Guillermo.

Yes?

Yes. Now it's better.

Okay. Perfect. So just very quick, the first one, conceptually, how are you thinking about the weight of organic versus inorganic deleveraging in your debt reduction process? And the second one, just a confirmation, what would be the economic rights of BioTest attributed to Grifols post-both transactions?

Speaker 7

Okay. Regarding the deleveraging, most of the deleveraging will be organic through the additional strong cash flow generation as a result of this transaction, plus the EIC investment.

Speaker 3

Okay. And we have.

Second.

Sorry?

100%. Just to confirm, 100% of BioTest's economic rights are going to be attributed to Grifols post-both?

Speaker 5

What's the question? What's the second question? Percentage of what?

Just a confirmation. What would be the economic rights of BioTest attributed to Grifols post-both transactions, 100% assumed?

Well, it depends. It depends what will going to happen with the public tender, voluntary public tender. If we assume that we succeed with the public tender, we'll have 100% of voting rights. If we don't succeed with the public tender, we'll have 90% of voting rights and 45% of economic terms.

If you succeed with the public tender in terms of economic rights, you'll have 100%?

We can have 100% of the company, of course.

Speaker 3

Okay. Thank you. Álvaro, are you still there? Yes. Hi. Álvaro Lance from Alantra. Thank you.

Hi. Thanks for the presentation. Just very quickly first, is the deal with Cread subject to the success of the takeover? I mean, if you fail on the takeover, you still take the 90% of voting rights and the 45% of economic rights?

Speaker 5

No.

Secondly, looking at your guidance for 2024 and 2026, the organic growth in terms of EBITDA seems a bit low. In my opinion, it's about $200 million in three years from both organic growth from Grifols and BioTest, which is about 4% per year compared to your $1.7 billion starting point, which seems low assuming that overall growth is above 6% in terms of revenue. So if you could clarify that organic growth guidance, thanks.

The deal is with Tianjen. Tianjen is the holding company that invested. Cread is a minority shareholder of Tianjen. The shareholders are a bunch of Chinese funds, even governmental funds. Our deal with them is crystal clear. We are going to buy, and we are going to buy this 90% stake in BioTest, subject to the only condition is clearance on competition law.

90% on voting rights.

In voting rights. Okay? So the only CP that we have in this agreement is clearance on Germany, France.

No, Germany.

Germany, Austria, Turkey.

Spain, and Spain.

And Spain. Once we clear, we will close this transaction.

Speaker 7

Regarding your second question, the €500 million, 24, 26, coming from the organic contribution from these two companies, mostly due to the size, will come from Grifols. And as I said, we are using for this exercise a base case.

Speaker 3

Okay. Thank you all. I'm afraid we'll need to stop it and to leave it here. I can see that nobody has taken my advice of making just one question. So thank you very much for that. No, but in any case, you know that the IR team is always available. So we'll take any other questions that you may have. We hope you can take this deal and the information that we will bring forward. Okay. Thank you and goodbye, everybody.

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