Good day, and thank you for standing by. Welcome to Galderma's Conference Call. At this time, all participants are in listen-only mode. After the speaker's opening remarks, there will be the question and answer session with financial analysts. To ask a question during the session, analysts connected on the telephone conference call will need to press star one one on your telephone. You will then hear an automatic message advising your hand is raised. To withdraw a question, please press star one one again. Please be advised that today's conference will be hosted by Dr. Flemming Ørnskov, CEO, and Thomas Dittrich, CFO. It is planned for 30 minutes, and it's- it is being recorded. There are no slides for the call today, and please note that the press release was published this morning and can be consulted on Galderma's corporate website at any time.
I would now hand over to Dr. Flemming Ørnskov for opening remarks. Flemming, please go ahead.
Thank you very much, and welcome to Galderma's Investor Call, following the announcement that we have signed a memorandum of understanding with L'Oréal to pursue a new scientific partnership, and that we welcome them as a new long-term shareholder. We are proud of this endorsement in Galderma by L'Oréal, the global leader in beauty, which clearly recognizes Galderma's strong growth trajectory since becoming an independent company end of 2019, and now the self-care category leader in dermatology globally. Fueled by our unique and proven integrated dermatology strategy, Galderma has demonstrated growth, innovation, and leadership. Based on my discussions with Nicolas Hieronimus, the CEO of L'Oréal, and his team, I can say on behalf of Galderma, that we look forward to welcoming them as a shareholder and to working together towards a new R&D collaboration, which has the potential to further advance Galderma's category leadership in dermatology.
With this memorandum of understanding, we've agreed together with L'Oréal to pursue an R&D collaboration in the form of a scientific partnership. The undisputed expertise of both companies, L'Oréal, with expertise in skin biology, diagnostic tools, and evaluation methods, and Galderma, with expertise across the spectrum of dermatology, in injectable aesthetics, dermatological skincare, and therapeutic dermatology, together has the potential to benefit the customers, the patients, and the consumers we serve across the globe every day in dermatology and beauty. The envisioned collaboration would be focused on a complementary research project, which could be mutually beneficial based on our shared focus on skin, as well as our commitment to growth and innovation. While it's at very early stages, this collaboration could provide new avenues and accelerate innovation in the field of dermatology, which could enable both companies to expand and enhance their respective product portfolios.
In that context, any envisioned R&D collaboration would maintain the operating and the strategic independence of both parties. I can confirm that Galderma remains committed to dermatology category leadership and its three strategic pillars. Advancing science and innovation remains a cornerstone of our approach for both new pipeline assets and for our category brands. As for our shareholder base, we are delighted to welcome L'Oréal as a new shareholder. With L'Oréal taking a 10% stake at an undisclosed premium, it is a testament to Galderma's unique growth-based integrated dermatology strategy, its proven track record, and its attractive outlook. The agreement between the L'Oréal Group and the EQT-led consortium of shareholders is subject to customary provisions for an investment of this type, while also reflecting L'Oréal's commitment to our operating and our strategic independence. Following the transaction, no changes to the Galderma board of directors and its governance are envisioned.
In addition, L'Oréal has also agreed, vis-à-vis the EQT-led consortium of shareholders, to a customary standstill and tender obligations for L'Oréal. As we continue to build on our strong shareholder base since being publicly listed on March 2024, and with the closing of the transaction expected to be completed in the coming days, we welcome L'Oréal as a reputable strategic partner with a minority stake in Galderma. In closing, Galderma's purpose remains unchanged, advancing dermatology for every skin story. Over the course of its 40-plus year heritage, Galderma has shown an unwavering commitment to the science of skin. With our continued investment in R&D, Galderma has remained at the forefront of the latest innovation in dermatology. This has enabled us to successfully strengthen our scientific differentiation and advance the innovation pipeline across the full spectrum of our fast-growing and the fast-growing dermatology market overall.
Galderma's leading science and innovation capabilities are and will remain a key pillar of its proven growth-focused, integrated dermatology strategy. This concludes the opening remarks, and would now like to hand back over to the operator to open the call for questions. Operator, can you please open the line for the first question?
Thank you. Now we're going to take the first question, and it comes from the line of Thibault Boutherin from Morgan Stanley. Your line is open. Please ask a question.
Yes, thank you. First question, just a clarification on the scope of the scientific partnership. Is it about technology sharing and then each company develop their own products, or is there scope for entire new brands or product families to be co-developed by Galderma and L'Oréal? And then the second question on just the competitive situation in professional skincare, because on their call, L'Oréal management seemed to be mostly excited and interested in the aesthetic market and wanting to learn more about it. So just if you could clarify how you can help L'Oréal here without losing a competitive advantage for your own professional skincare portfolio, as you are directly competing with them with Alastin against SkinCeuticals and Skinbetter Science.
Well, thank you very much, for your question here. So, I've been deeply involved in drafting and executing the memorandum of understanding and had several discussions, with, our counterparts on the L'Oréal side. The full scope of the R&D agreement is yet to be finalized, but, it could include some of the things you said. We are about driving innovation, they are about driving innovation, and if this leads to, products or tools that benefits, patients or consumers, we're all for it. We've had some preliminary ideas, about where we could, best supplement each other. This is about supplementing each other.
This is about bringing new products, new tools to market, and building on the strong expertise of both companies, which I must say, during the several meetings I've had, is really complementary in many areas, and I take it also as a strong complement to our strong focus on innovation. Yes, we are competitors, and we will continue to be strong competitors, whether it's in the consumer space, whether it's with Alastin, I don't see that change. I think, in my interactions with L'Oréal, they have a broad interest in many areas that we are in. There's a lot of overlap. We're both totally focused on the dermatology market, which is highly fragmented, lots of growth opportunity, lots of adjacencies also, of course, between aesthetics and consumer. So I think both companies can benefit significantly from that.
I think with new innovation, which drives growth in this market, we both stand to benefit from it.
Thank you.
Thank you. Now we're going to take our next question. Just give us a moment. The next question comes from the line of Matthew Weston from UBS. Your line is open. Please ask your question.
Thank you very much. Two questions from me, please. The first, Flemming, is whether you can ever envisage a commercial relationship with L'Oréal, particularly where you could have help from their extensive sales force, particularly with marketing your injectable aesthetics portfolio, whether it be in specific markets or across the board. And then secondly, on the L'Oréal call, they were asked whether there were additional terms of the shareholder agreement, and the CEO answered that there were standard provisions, but also other provisions which people should address to EQT. I think one question in particular was whether or not L'Oréal has first right to refusal of purchasing any other elements of the EQT stake. In your opening remarks, you mentioned a standard standstill agreement. Are there other provisions that Galderma shareholders should be aware of as part of the shareholder agreement with L'Oréal?
No, there's a standstill, and then there's also a tender obligation, which we have outlined, in broadest terms. I cannot comment on the agreements that there may be between L'Oréal and EQT, on this particular issue. But, the two important things, I think, for our shareholders, and for the full transparency, belongs to the tender obligations, in particular, and also to that there is a prolonged standstill. So I think that's all well covered. This is an agreement that is focused on and, the memorandum of understanding, talks about an R&D agreement, which I'm very excited about. So I think that's the only thing that, I can comment on right now. As you know, Galderma is all about innovation. Our growth is driven by innovation.
You saw recently we got, QM1114 or now called relabotulinumtoxinA. We got a positive note in Europe. So I think we're all about innovation. We're working hard on the rest of our pipeline. I think that has clearly attracted the interest of, L'Oréal, and I think it's particularly the innovation we wanna continue to drive. And this is what this memorandum of understanding outlines, and that's what the R&D agreement should be focused on. We wanna be concrete and specific, and ideally develop products and tools that can benefit our patients in the dermatology market going forward.
Thank you. Now we're going to take our next question. The question comes from the line of Richard Parkes from BNP Paribas Exane . Your line is open. Please ask your question.
Hi, thanks for taking my questions. My first question, I mean, just wonder your knowledge and expertise in the prescription dermatology business, is that likely to contribute in any way to the R&D collaboration, or is it going to be very much focused on aesthetics and beauty skincare? And then just given that we're sat now so close to what people are estimating for the PDUFA for nemolizumab. Could I just, because I didn't get an opportunity to ask you on the 2Q call, can you confirm that manufacturing inspections for ahead of the approval have been completed, and whether there were any 483 observations? Just obviously keen to understand your confidence ahead of that PDUFA date now it's so imminent. Thank you.
... Yeah, so, on the latter question, we have been going through multiple interactions with the FDA, including manufacturing interactions. I won't comment on the details, but no 483 has been issued. As I stated previously, we feel ready. Once we get approval, we're ready to take the next steps, but I'm not gonna comment on that. The situation with the R&D collaboration, I think it's important to understand that Galderma has an integrated R&D organization. So we don't really differentiate whether something contributes to specific products in consumer aesthetics or in our therapeutic dermatology business. It's quite obvious that with an IL-31 receptor alpha, that particularly has strong impact on itch, we will benefit from that insight and knowledge in other parts of the business.
So, we've not agreed on the specific projects we will work on yet with L'Oréal, but our integrated innovation organization will be involved, and then we'll select a specific project. So any insights we have, we will share into those specific projects. But it's too early, we have to agree on the projects. But I see it as a, if you could call it a backhanded, maybe even more than that, complement to the strategy we've had to the growth, the outlook of Galderma.
But also, if someone of the caliber of L'Oréal, with significant investment in R&D, extreme knowledge in this field, is willing to collaborate with us, that is much smaller and so much, you could say, younger in building our significant scientific expertise, I see that as a big compliment also to my R&D organization. I share the compliment, but I think they should feel really good about the fact that such a reputable company with strong insights into skin, skin biology, is willing to work with us. I take that as a huge compliment to our R&D organization.
Okay, perfect. Thank you very much.
Thank you. Now we will take our next question. The next question comes to the line of Peter Welford from Jefferies. Your line is open. Please ask your question.
Hi, thanks for taking the questions. I'll stick with the two, that seems to be the norm. Firstly, I wonder if you just sort of step back, if you could just sort of give us an idea how this collaboration came about, in as far as, did L'Oréal approach Galderma, approach you, to instigate this? And I guess related to that, how the equity became a part of it? Because I guess, you know, ultimately, these are two separate parties in the sense there's an R&D collaboration, and then there's the buying of the stock from the shareholders. So curious, you know, how this came about to be structured in the way it is, and whether one was a prerequisite for the other.
And then the second question is just on what you mentioned about the intensity of R&D. Appreciating, obviously, L'Oréal is a very big company and therefore has a very big sort of budget. The sort of intensity and the way perhaps R&D is managed, I would imagine is quite different, in so far as you know, it doesn't perhaps do R&D in perhaps the way normally is acquired for drugs that need to go through regulators like FDA, for things like, I guess, either injectable aesthetics or particularly the therapeutic section as well. So I guess just curious how you envisage the two companies working together in that sense, given perhaps the budgets may be very different.
But I'm guessing as well, the way in which R&D is managed and organized is probably quite different between the two companies. Thank you.
Yeah. So, on the first question, which had two parts. So the first part was pertaining to when and how did they interact with EQT? I think EQT should respond to that. The second part was when and how did they contact Galderma? I also don't think that I need to go into the details here. I've said I've had several meetings with the CEO of L'Oréal and also other colleagues on that side, including their head of technology and R&D. So these have been very productive meetings. They've been very focused meetings.
That's where a memorandum of understanding was agreed to and where we started the first discussions about which R&D project would be relevant, and we will involve and have already started to involve a broader group of competent colleagues on both sides. So I think that's all going along. My understanding, without going into details from the meetings I've been on, is we both are concrete people. We both want to develop something that leads to concrete outcomes, and we wanna progress as fast as we can. So I'm very confident in that specific aspect. Yes, it is clear that both organizations have a different approach to R&D, but also a lot of similarities, because we are both incredibly focused on skin, skin biology, understanding skin, skin aging.
There's also a lot of focus on skin aging. So I'm sure that, despite some of the organizational differences in the R&D organization or technology organizations on both sides, this is beneficial from both sides. It's all about the projects, it's all about the focus, it's all about the dedication to skin. And I think both of us are incredibly growth focused, so we want to develop something that can further growth, meet more unmet needs in the marketplace, and I'm sure that's gonna be at the top of what we are focused on. So I'm very comfortable. We are not changing any guidance we have given on outlook and expenditure on R&D, so this will be prioritized within all the other things we have to do.
But, I feel very optimistic, and I see it, as I mentioned before, a very big compliment to our organization, but of course, also to their organization.
... That's great. Thank you.
Thank you. Thank you. Now we're going to take our next question. The question comes from the line of Chris Shibutani from Goldman Sachs. Your line is open. Please ask your question.
Great. Thank you very much. Two questions, if I may. One relating to sort of thinking about the R&D strategy on the forward. One aspect of the construct for R&D did involve some uncertainty, given the ongoing dispute you have with Ipsen or R&D in the injectable aesthetics business. When we think about the interplay across aesthetics and consumer and the derm side, do you believe that this agreement with L'Oréal lets you leverage certain costs that perhaps could be allocated towards more independent R&D in those realms where there's uncertainty? Secondly, is there a path to L'Oréal to increase their stake and potential influence, for instance, gaining a board seat if they sought to, or are there issues from a competitive standpoint, that perhaps may interfere with considering this as a possibility? Thank you.
Yeah, I think on the latter part, you know, there's an agreement about a 10% stake. We also clearly outlined the other conditions, so I don't wanna speculate about what the future is going to be. I'm very much focused on the here and now, which is to establish the best possible R&D collaboration, learn as much, and hopefully have products and/or tools that can be brought into the market and learn as much as we can from this incredible, competent partner we have. We approach this as we approach any partnership with utmost seriousness and with the perspective of trying to get something out that can benefit all parties in the end. With Ipsen, we have an excellent relationship with Ipsen.
There's been some discussions on some of the pipeline products, including in the neuromodulator space. That happens in all partnership. I think we've shown with also the recent EU approval or recommendation, that we are in quite capable situation in terms of understanding the biology of neuromodulators and develop products that can get approved. But we have a productive relationship with Ipsen. So I don't think that the L'Oréal agreement will have any impact on whatsoever. The discussion with Ipsen is a productive one about pipeline and investment and what to be done with future projects. And as we stated, when the two parties don't immediately agree, it goes to arbitration. That sounds worse than it is.
It's just, I would say, a structured forum for exchanging opinions and hopefully reaching a conclusion. So I feel good about that, and the L'Oréal agreement does not change with that, and we have funds enough to do what we need to do in neuromodulator development.
Thank you. We're going to take a question, and the question comes to line of Geoffroy de Mendez from Bank of America. Your line is open. Please ask a question.
Good afternoon. Thank you very much for taking my question. It's more of a clarifying question, please, Flemming. Could you clarify what you mean by the premium that they paid or the undisclosed premium that they paid, compared to your share price? Was that a premium to closing price last Friday, or was that a premium to your IPO price, or is it a premium to another reference point that you may have? Thanks in advance.
Yeah, I only know as much as you do, which is that there was a premium paid, but there was a premium paid to EQT, not to Galderma. So I think EQT should answer that question, or L'Oréal. They did not pay us a premium because the exchange was between EQT shares and L'Oréal, so I was not party to that transaction.
Great. Thanks for your answer.
Thank you. Dear participants, as a reminder, if you wish to ask a question, please press star one one on your telephone keypad. Now we're going to take our next question. Just give us a moment. The question comes to line of Matthew Weston from UBS. Your line is open. Please ask the question.
Thank you, Flemming. I'm still struggling a little bit with the comments from the L'Oréal CEO, that the most attractive piece of the business was injectable aesthetics, but particularly that the JV or the R&D would focus particularly on the intersection of injectable aesthetics and dermacosmetics. During the IPO process, Galderma made expressly clear how unique your position was in terms of being one of the market leaders in injectable aesthetics, and how you hope that you could leverage that, in particular using Alastin. So I'd just love an explanation as to why sharing that unique position with one of your largest competitors is an advantage.
I don't think that there's any notion about sharing things. We're still competitors in with Alastin, and we're competitors as pertains to Cetaphil, but there are lots of other areas where the biology of the skin is rapidly developing, where there are many other opportunities to invest and develop new products and tools that could be beneficial to both products. We're still competitors that will not change with this particular agreement, and I think what L'Oréal expressed in terms of what they find the most attractive, that's something you should ask them about. They have acquired a significant stake in the company, so they must, I assume, find the company, its growth prospects, and the outlook very attractive, and I can only concur with them.
If I look at how we perform, what growth prospects we have, and our consistent delivering on the pipeline. But there's multiple areas, and I've been on several calls that has been discussed, so I don't think it's just focused on the area you mentioned. Both parties clearly recognize that we are also competitors.
Matthew, if I may just add Thomas here. I mean, it's really a point for us around the integrated dermatology strategy. We look at dermatology in an integrated fashion across the whole spectrum. We drive R&D across that from a single R&D engine, and that, of course, gives you very deep insights if you look at the skin holistically, maybe skin that has any diseases or not, or aesthetic treatments, et cetera. So that's really a testament to our integrated dermatology strategy, and I think that's what L'Oréal finds very attractive as well.
Many thanks to you both.
Thank you. Because we're out of further questions, I would now like to hand the conference over to your speaker, Flemming Ørnskov, for any closing remarks.
Yeah, first of all, thank you so much to all of you for joining the call today and from your very insightful questions. But of course, on behalf of myself, of my colleagues at Galderma, I want to welcome again L'Oréal as a shareholder, and we look forward to working together towards a mutually beneficial R&D collaboration in the form of a scientific partnership. Thank you so much, and have a great rest of the day.
This concludes today's call. Thank you for participating. You may now all disconnect. Have a nice day.