Hello, welcome, and thank you for joining this short update call. I'm indeed Wolfgang Wienand, the CEO of Lonza, and together with me in the room is our CFO, Philippe Deecke. I actually should start by saying that we are pleased to have you join us for this evening call, at least in European time, and I'm sorry for taking you away from your Friday night plans.
I'm sure there are probably other places that you may prefer to be right now. However, after a busy week, we wanted to share news in a timely manner of our agreement to divest our Capsules & Health Ingredients business to Lone Star. In this call, we will share further details of the divestment and then take some time to answer your questions. Before we move on, please take a few moments to review our safe harbor statement.
I'm sure you all are already aware of its terms, and I encourage you to ensure they are observed. Let me start with a short set of highlights relating to the transaction and our high-speed progress to create a pure play, One Lonza CDMO over the last one and a half years.
Our agreement to sell 60% of CHI to Lone Star is the most significant and indeed the final major step in our transformation journey to a pure play CDMO. For context, since we presented the One Lonza strategy at our investor update in December 2024, we have now executed a total of 4 divestments to support our transformation, alongside a number of integrations of newly acquired assets over the last 2 years that will strengthen our world-leading CDMO business.
The enterprise value for CHI at closing is CHF 2.3 billion, the transaction is structured to yield total expected proceeds at or above the nominal value of CHF 3 billion at full exit, equaling around $4 billion. The proceeds will become part of our discretionary cash pool within our clearly defined capital allocation framework and will be deployed with a focus on bolt-on M&A. Alongside the CHF 500 million share buyback starting after closing.
From now on, our sole focus can and will be on strong and sustained value creation within our CDMO organic growth model, driven by the Lonza Engine and further supported by value-adding bolt-on M&A. More on all this later in the presentation. To commence, let me remind you of why we committed to exiting the CHI business in the first place.
At the end of 2024, we set out our new vision to be the pioneer and market leader in the CDMO industry, and by doing so, committed to creating outstanding value for our customers and for our shareholders. In order to deliver on such a promise, the company needs three things. Firstly, an attractive underlying market that actually offers opportunity, which is the case, of course, for the TAMA market. Secondly, a business model which delivers sustainable value to its customers.
In our case, the CDMO model, which for me is a beautiful business model and was, by the way, invented by Lonza in the late 70s and early 80s. Thirdly, to deliver outstanding value, you need to be special. You need to have an edge over competition. This, in our case, is the Lonza Engine, the unique set of strengths that only Lonza can offer.
When pressure testing our business portfolio at the time, it became clear that CHI doesn't benefit from the Lonza Engine to the same degree as our other businesses, and that we were not the best owner to fully capture the value of this leading business. Moreover, it might have even distracted our organization from focusing on its true core, the CDMO business.
This was why we informed you then that we would exit the Capsules & Health Ingredients business at the right point in time. Now we have delivered on this promise made only a little more than a year ago. Having said that, let's now take a moment to look at Lonza's updated portfolio following today's announcement.
While the CHI divestment is the most significant step in our portfolio transformation, we have also agreed to divest three smaller non-CDMO and less attractive CDMO offerings, two of them just last week. These are the Personalized Medicines business, including the Cocoon platform and the MODA software platform, both from our specialized modalities business platform, alongside the small molecules micronization site in Monteggio from Advanced Synthesis.
These divestments will enable us to further optimize and exploit the full potential of our CDMO business platforms in line with our One Lonza strategy and our future growth ambitions. Looking at our streamlined and simplified One Lonza organization, we now have a highly focused business with world-leading and most comprehensive and sophisticated set of CDMO offerings, which is ready to meet our customers' unique needs and the high expectations to make the medicines of tomorrow.
You may have seen this slide before, but it's worth briefly recapping the overall market and how we have mindfully chosen where to play in terms of technologies, value chain, and life cycle of pharmaceutical products. We have selected those segments offering above average growth dynamics and the best opportunities to differentiate against competition.
Having done the heavy work around finding good homes for our divested businesses and people, we can now laser-focus on our target market segments worth around $100 billion and underlying growth of 8%-10%. Alongside the 7,400 molecules in the clinical pipeline growing at 9%. Based on our setup, Lonza can take shots on goal for more than 90% of them to create a successful future for the company.
You may also remember the Lonza Engine as the metaphor for the unique set of strengths which make us special and the leading CDMO in the world, and which is the reason for our confidence to outpace market growth at low teens in constant exchange rates on average over time, in line with our organic growth model. Having outlined our different portfolio activities within the overall context of the One Lonza strategy, Philip will take you through the financial details of the CHI divestment and the value considerations around it. Over to you, Philip.
Thank you, Wolfgang. Let me share with you some more details on the transaction structure and deal terms. On closing, Lone Star will become the 60% majority owner of CHI in exchange for upfront cash proceeds of CHF 1.7 billion to Lonza, while Lonza will retain a 40% stake without management control. On top of this, Lonza will benefit from a preferential participation in the value created at exit if a certain return threshold is achieved.
We therefore expect the total proceeds for Lonza, including upfront and all future proceeds at full exit, to be at or above CHF 3 billion. Based on the transaction structure, there are three drivers for future value creation and our expectation for future proceeds. First, the strong market position of CHI and its attractive outlook in line with our previous guidance.
The business turnaround, which materialized in 2025 with an improved market environment and supported by the Antidumping and Countervailing Duties ruling in the U.S. Third, the value creation track record of Lone Star in similar transactions. Turning to accounting implications, the transaction will be fully reflected in our 2026 financials.
The announcement of the CHI divestment deal today, however, triggers an estimated CHF 1.3 billion non-cash impairment that will be booked in our 2025 financials as a subsequent event to the unaudited financial statement shared with you in January 2026. There's no impact on our CDMO financials. This bridge visualizes the deal structure and underlying proceeds. There are two elements at play: the proceeds at closing and the future upside upon full exit.
To provide more color, at closing, based on an enterprise value of CHF 2.3 billion and adjusting for customary estimated cash, debt, and debt-like items, we expect to receive upfront cash proceeds of CHF 1.7 billion and retain a stake of 40% with a fair market value today of somewhat above CHF 0.3 billion.
After closing, our retained stake is expected to deliver significant upside based on the assumption of a typical private equity return pattern alongside delivering on our business case over a typical holding period. This upside potential includes our preferential participation rights in value creation. To bring this all together, the expected total proceeds, including upfront cash at closing and expected future proceeds at full exit, is expected to be at or above CHF 3 billion undiscounted.
With that, I hand over back to you, Wolfgang.
Yeah. Thank you, Philip. Now we will actually refocus on the future and consider how we intend to redeploy the proceeds from CHI to support our core CDMO business at One Lonza and create value for our shareholders. At our investor update in December 2024, we actually committed to focus fully on high value creation within our organic growth model, operating in a clearly defined capital allocation framework.
The proceeds from the CHI exit will become part of our discretionary cash pool, which we use to fund targeted organic growth opportunities and build on acquisitions with a strong strategic fit and attractive return profiles. This includes adding capacities, technologies, and expanding our business portfolio in line with the One Lonza strategy and delivering competitive differentiation driven by the Lonza Engine.
At the same time, we also committed to remain focused on the generation and actually highly efficient deployment of cash into growth opportunities as well as returning surplus capital, if any. Looking at where we stand today and with our commitment to maintain our BBB+ credit rating, Lonza's leverage will be materially below target levels after the sale of CHI.
We will therefore balance the position of near-term surplus capital with our conviction that attractive investment opportunities can be identified and pursued over the mid-term by returning CHF 500 million to shareholders by way of a share buyback. Following an accelerated timeframe, we envisage that the share buyback will be executed within a year or less of closing the transaction. The balance of the proceeds will be retained to invest where and when attractive opportunities arise.
Going forward, on a periodic basis, Lonza will review the outlook for strategically and financially attractive incremental investments to determine whether the level of capital maintained is appropriate for likely requirements. Any capital deemed to be surplus will be returned to shareholders. Our capital allocation will focus on markets with sustainable above average growth, where firstly, the CDMO business model creates benefits for customers, and secondly, the Lonza Engine, as a unique set of our strengths, delivers advantage over competition.
In growth CapEx, we seek opportunities that can deliver returns significantly above the cost of capital, can be secured via either a rich opportunity pipeline or anchor customers. We are committed to remain a well-diversified multimodality CDMO, meaning that we will invest across our existing business platforms and in emerging technologies to manufacture the medicines of tomorrow.
Taking an impartial view on organic and inorganic growth, we are also ready to execute bolt-on acquisitions as opportunities arise to deliver capacity, technology, and portfolio expansion, with a particular interest in high quality assets that both diversify our offering and synergize with our existing activities. Between now and 2030, and in line with our organic growth model, we intend to invest CHF 7 billion in organic growth with additional funds available for bolt-on M&A.
While Lonza already today operates a well-diversified global manufacturing footprint, the U.S. will remain the focus for future investments. On this slide, we share some more detail about our directional preferences for organic growth and bolt-on M&A within each business platform.
In integrated biologics, we seek to expand in a capacity-constrained market and to drive innovation by investing organically and inorganically into our capacities and technologies, alongside organically expanding our portfolio through our unparalleled customer partnerships. In advanced synthesis, our priority is to diversify our footprint and double down on attractive niches with an impartial approach to capacity expansion, a preference for both on technology acquisitions and a focus on organic portfolio expansion.
In specialized modalities, we seek organic and inorganic opportunities to extend our tech offering and create larger product portfolios. While expanding capacity is not a priority right now because the CGT market is currently not seeing capacity limitations. Recent M&As across platforms showcase our approach in action.
Most significant of these for its size and financial contribution is our newly acquired commercial scale biologics manufacturing site in Vacaville, California, which has been successfully integrated into our business already mid-year 2025. The site has captured sustained high customer interest, including the signing of significant long-term commercial supply agreements.
To secure long-term growth, we are also looking beyond today and are ready to add new technologies and assets that complement our existing offering and constantly renew our portfolio to be able to manufacture the medicines of tomorrow. Looking to our future, now as a pure play CDMO and the global market leader in our industry, we are confident that the Lonza Engine, together with disciplined investments, will drive our businesses within our organic growth model in 2026 and beyond.
We see that the Lonza Engine adds an incremental of 2%-3% to the underlying markets targeted by Lonza of 8%-10%. To turn those opportunities into value, we need to invest into our systems, maintenance, infrastructure, and inorganic growth. For 2026, our CDMO outlook remains unchanged at CER sales growth of 11%-12% and a further CORE EBITDA margin expansion to a level above 32% of sales.
To conclude, the CHI divestment represents the successful completion of our transformation into a pure play CDMO, delivering on the promise we made with our investor update in December 2024 in less than two years. This is a well-structured divestment which brings Lonza a significant value upside and in our expectation will deliver future cash for redeployment into growth.
Our plans for the proceeds are fully aligned with our capital allocation framework and strategy for value creation, and we remain disciplined in how we deploy funds and return excess capital to shareholders, as we will do now for the CHF 500 million share buyback. Future cash generation and remaining proceeds from the sale of CHI will support our long-term growth ambitions in line with our One Lonza strategy.
We are One Lonza, the pioneer and global CDMO market leader, manufacturing the medicines of tomorrow for our customers and their patients worldwide. We are well set up for the future. With that, I thank you for your time, and we will now be pleased to take your questions on this specific transaction and the topics shared during the presentation. Sandra, over to you.
Thank you. We will now begin the question and answer session. Anyone who wishes to ask a question may press star and one on the telephone. You will hear a tone to confirm that you've entered the queue. Kindly limit yourself to one question only. You can get back in the queue again for any follow-up questions. If you wish to remove yourself from the question queue, you may press star and two.
Questioners on the phone are requested to use only handsets when asking a question. In case of difficulties with understanding your question over the phone line, we will ask you to submit your question via the chat box in the webcast. Anyone with a question may press star and one at this time. Our first question comes from James Quigley from Morgan Stanley. Please go ahead.
Hey. Thank you, Sandra. My question, James Quigley from Goldman Sachs. Just on valuation, it looks like it's 8x 2025 EBITDA or 11x 2025 EBITDA if we ignore discounting in the future proceeds. The market was expecting 10x-12x EBITDA on 2026 or 2027 earnings. 11x 2025 suggests that Lonza isn't necessarily benefiting from margin expansion in the coming years. How did you arrive at these multiples, with the market just too optimistic? Which peers do you look at, what drives the above scenario, the above $3 billion scenario? What's the mechanism for calculating proceeds in excess of $3 billion? Thank you.
Thank you, James, for the question. I would offer to start and then let's see that I don't lose any part of your actually a long question. First of all, if I do the math quickly, I think, in terms of multiple, it's 8.5x on 2025 EBITDA. That's at least what we see here. Second part, I mean, what is the right value for a certain asset and different ways to look at it, different methodologies of course and, of course, the market.
In the end, we believe that actually the overall structure deal in terms of upfront proceeds with significant upsides representing what we expect from this strong business and how we guide it for that business as well, for us seem to be actually a fair and appropriate outcome. Considering, I mean, how we looked at the deal overall, this was of course about a value and deal terms. We are actually happy about the deal terms and about upfront proceeds and also our ability to significantly benefit from future value creation. Of course, other things have been important for us as well.
Having set the priority that we as a company want to turn ourselves into a pure-play CDMO and not having distractions from businesses which in itself are great businesses, but where we don't feel to be the right owners. Also, speed of execution was important to us and also deal certainty. I guess that's my answer in terms of how we actually looked at different important parameters relevant to us, including value as well. I don't know if I missed anything of James' question, Philip.
Maybe the other thing was just the greater than CHF 3 billion. What needs to happen for the proceeds to be above CHF 3 billion? Thank you.
Yes. Look, I think, to look at this, you would have to think about a regular expectations for a private equity investor, and what returns you would expect over a standard five years, six year, seven years holding period. I think the our stake of 40% that we currently value at roughly CHF 0.3, as I showed in one of the slides. If you take a regular expected PE return on that, you easily get to a level that we mentioned that we in total over CHF 3 billion. Of course is supported by our knowledge and view on the business case. That actually is together defining our view on what we expect for future value creation at full exit.
Brilliant. Thank you.
Thank you, James.
The next question comes from Ibrahim Zain from JPMorgan. Please go ahead.
Hello. Zain Ebrahim, JPMorgan. Thanks for taking my question. Just to follow up on James's question, in terms of the understand the private equity normal levers and normal upside, but in terms of what the key value drivers are, it sounds like you mentioned market growth is improving with the countervailing measures and then margin expansion that you talked to previously. Can you just sort of talk through that a little bit more and how you're planning to exit the 40% stake? Like, what are the potential options for exit that we should be thinking about here? Thanks very much.
Yeah. Hello, Zain. Wolfgang. Maybe on your point of how we see the business evolve. I think the best reference that we can give is how we have been guiding for the business early last year, including the midterm guidance and also how we guided last January for 2026 and also mid-term guidance, which is about stepwise margin expansion towards 30% and eventually beyond at a mid-single digit sales growth in constant exchange rates over time. This is essentially the basic math behind that.
Of course, we discussed specific strategic options, regional expansion strategies, pricing strategies, all that, but we wouldn't share that right now. Now that really is a part of the business case of the new owner and the business case that we used to actually explain the attractiveness of that business to our new owners.
To the second part of your question, potential options. I mean, hard to tell. Of course, we discussed that with the new owner as well, but it's in the end, not gonna be our decision. We can only assume that they will take a very rational perspective on that as well, which probably will include, I mean, two typical options for them. One being a straight sale to, I mean, a strategic or another financial sponsor, hard to tell, and an IPO.
Of course, looking at the track record of Lone Star, we actually see that this team, that this fund is actually able to execute any kind of exit, being it a straight sale or an IPO. That's really for us to see. Actually we are confident, based on our knowledge of the business case, on what we heard from the new owner and their capabilities, that actually there is significant value upside available to Lonza, which again, is why we are happy about our retained stake of 40% and additional mechanisms to actually provide, even above shareholding upside to Lonza.
Perfect. Thanks a lot.
Thank you, Zain.
The next question comes from Max Smock from William Blair. Please go ahead.
Hey, good afternoon. Thanks for taking our questions here. Maybe one on the wider portfolio transformation efforts you announced today. Just wondering if you can dig in a little bit on the rationale for divesting the small molecule micronization site in particular. How should we think about proceeds from those divestitures and any detail you can share around the revenue and margins for each of those businesses and the potential impact on the CDMO outlook here in 2026. Thank you.
Thank you, Max. I'll be happy to take the first part of the question, then hand over to Philippe. First of all, micronization is a certain, I mean, it's mills, right? It's a certain technology through which you create a certain crystal size, which in the end is important for the bioavailability of that drug. It's an important technology. If you look at typical margin profiles in that business, they are actually just lower than what we are shooting for at Lonza.
Especially, I mean, beyond that general statement, looking at the position that we had with Monteggio being small, being subcritical, not being perceived, as a leader in that space, we didn't see this being the best place to actually add additional CapEx, additional money, but rather spend that money in other segments, in other technologies in our CDMO pure-play portfolio.
We are certain that actually returns are more attractive there. Micronization is important, but we didn't believe that based on what we had in Monteggio and also what we see as typical, return profiles in that subsegment, that this is the place where we at Lonza should play or maybe even invest more money. When it comes to, I mean, let's say, the financial or quantitative impact, what it was, I hand over to Philipp to give some more color.
Yes. Hi, Max. I think the three businesses that Wolfgang were talking about were small for Lonza. You heard Wolfgang as well confirm that our outlook remained in terms of growth at 11% to 12% constant currency growth. This is not something that should materially impact the company, and same thing on the margin. I think this is not something that we will spend much time explaining to you.
Thanks for taking my question.
Thank you, Max.
The next question comes from Charles Pitman King from Barclays. Please go ahead.
Hi, guys. Thanks very much. I guess this is a bit more of a kind of clarification. I just wanna make sure this is all crystal clear. Just to confirm that this structure allows you now to try and recognize CHF 3 billion as a result of the CHF 0.3 billion retained stake indicated in your presentation on slide seven to grow over a realistically five to seven typical P holding period, and you get to hold on to the upside. Can I just confirm whether or not there are any kind of like minimum returns put in place for that? Can we have confidence in those seven years you're gonna achieve all of this and that you'll be able to exit the way you highlighted earlier?
Just like to this whole point around not being able to recognize this whole potential $3 billion up front, is this just a reflection of kind of deteriorating broader market conversations you've been having as the macro policy kind of made this sort of deal more required to realize the $3 billion valuation? Thank you.
Yeah, Charles, maybe I start, and then Wolfgang may wanna add. We are not recognizing the CHF 3 billion today. Again, as I explained in one of the slides, this is a two-step approach if you want. Today at closing, we will be recognizing the upfront proceed. There will be a cash upfront proceed of CHF 1.7 billion. This is one thing that you'll see in our financial. The second piece you'll see is that we have a new participation in a business in our associated company line, which is today roughly CHF 0.3 billion. This is what you'll see being recognized in our books.
The two that I mentioned will be represented of course in our 2026 financials once the deal closes. The write-off that I mentioned will be recognized in our 2025 financials. Only that portion, the rest will be happening at final and full exit of the business, which is not under Lonza's control in terms of timing.
Yeah. Based on evolution of the business and us saying that we actually see the potential of a CHF 3 billion total proceeds, including upfront proceeds at full exit or more, is us sharing an expectation based on our knowledge of the business, based on our knowledge of the business plan, and based on how we perceive the new owner and the ambitions of that new owner. Just to make that clear.
there's no mechanism for you to, for you to exit this early?
Repeat that, please, Charles.
Sorry. just to confirm, there's no mechanism by which you could exit this remaining stake earlier?
I think this is, this is really in the hand of the new shareholder. I think, there is no plan for that.
Okay. Thank you.
The next question comes from Patrick Rafaisz from UBS. Please go ahead.
Yes. Hi, everybody. A quick follow-up on the exit, the final exit. You talked about the final exit price depending on the achievement of certain return, certain returns, but can you describe a bit in more detail what that would look like? What I'm trying to understand is the final outcome binary, or is it a scale? Is it, you know, is it skewed towards a certain end? Yeah, just trying to understand the probability of actually achieving that $3 billion+.
Yes. Thank you for the question, Patrick. Without going into the deal details, which will remain confidential between us and the buyer, this is basically a tiered payout if you want. We have a preferential segment where we preferentially benefit from an upside, right? I think this is, Think about it as payout tiers, if you want, where some of them are more favorable to Lonza versus the shareholding that we're holding. That I think is what I would wanna say. It's not binary in a sense, but it's a sliding scale.
That special bonus aside in favor of Lonza in certain value brackets on, let's say the value evolution scale, we actually will benefit at 40% of whatever the exit will realize for 100%. You know. Thank you, Patrick. Please, the next question should be the last question for today. Who is actually in the role? Sebastian, right? Okay.
The last question comes from Sebastian Bray from Berenberg. Please go ahead.
Hello. Good afternoon, and thank you for taking my question. Can I ask about the payment structure again and the implications for group tax rates? Just to be clear, there is no intermediate success or business progress payment.
There is simply a maximum payment of roughly, we'll call it CHF 700 million, which in discounted terms and not in nominal terms for Lonza, which is available at the completion of the deal. Is this just a cap, as in that's the amount that has been displayed is the maximum, or if this goes really well, could it be a bit more? Just secondarily, tax rate, there's quite a lot of loss that accumulates as a result of the impairment of this business. Does that have any implications for the group tax rate for the next three years or four years? Thank you.
Yeah. Thank you, Sebastian. I take the first part of the question. I mean, no, it's open-ended. I mean, whatever value creation is generated at the full exit, we would actually benefit at our shareholding, right? Within a certain value bracket, within potential exit scenarios, and value creations, we actually over proportionally benefit beyond our regular share of 40% in value creation. There is no cap. If anything, there's a certain value bracket within we kind of over earn in a certain way. Otherwise that goes back and value creation beyond that will be shared in line with the equity percentages of the two shareholders.
Sebastian, let me touch quickly on the tax, question or tax effect. As you rightly say, I think there will be, this transaction will result in capital losses in both the U.S. and Switzerland. These losses will not be tax effective.
Yeah. Maybe to make sure, because I didn't comment on the part, Sebastian, where you deducted CHF 700 million, which I couldn't follow. Let's try to make sure what that is and, if we can, to give an answer to that as well.
Yeah. I think my understanding is that Sebastian discounted our upside to today's value.
Assuming a certain holding period, which we don't know.
Correct.
Okay.
I think that's what you did, Sebastian, no?
Yes, indeed. I'm referring to the.