The business comprises womens care, pain management, wound care and neutraceuticals or vitamins, the combined revenues for which are estimated at around R350-400 crore for trailing 12 months, valuing the deal at 4.5-5 times sales. At the retail level the revenues for the portfolio are estimated at close to R550 crore.
Analysts point out that given that Cadila acquired Biochem in a similar transaction for a smaller valuation, albeit in 2011, Torrents purchase is somewhat expensive. Torrent has said it will fund the acquisition through a mix of internal accruals and bank borrowings; the companys cash and cash equivalents amount to R939 crore and the firm had a total debt of R913 crore as on September 30, Bloomberg data show.
Since, the business is being sold as a going concern, on a slump sale basis, Torrent will not need to make an open offer to minority shareholders. Elder will continue to manufacture and supply products at the existing manufacturing facilities for Torrent for three years, on a contract manufacturing basis.
Analysts point out that Torrent might need to borrow at least R1,300-1,400 crore to fund the purchase. However, Ebitda from the new portfolio is estimated at just over R100 crore. The EV/FY15 Ebitda could rise to as much as nine times from the current 7.5 times and Torrents working capital too may worsen for a while, explained an analyst.
Shares of both companies fell on Friday. Elder Pharma closed down 8.17% at Rs 298.30 on Friday on the BSE while Torrent closed down 4.04% at Rs 479.50.
Alok Dalal, who tracks the pharma sector at Motilal Oswal, however felt the acquisition provides Torrent with an opportunity to strengthen its acute therapies portfolio especially in the gynaecology segment, where it is a recent entrant. Torrent derives a higher proportion of its sales from the chronic therapies business and is trying to get a foothold in the acute therapies space so this purchase will facilitate that, Dalal said.
The transaction will involve the transfer of employees engaged in sales, marketing and operations of the India business, the companies said in a joint statement. The Ahmedabad-based Torrent has a presence in the cardiology, diabetology and CNS therapies. Its revenues grew 18% in FY13 to Rs 3,054 crore while net profits grew 52% to Rs 435 crore.
Mumbai-based Elder Pharma has six production units, according to its FY13 annual report. Elder Pharmas total debt stands at Rs 1,225.528 crore, according to Bloomberg data.
On November 7, it said that it defaulted in payment of interest on debentures to the tune of Rs 10 crore, according to a regulatory filing on the BSE.
Elder Pharmas CEO Alok Saxena said the consolidation will help the company deleverage its balance sheet. We will now focus and grow our in-licensing, anti-infectives and exports business, Saxena said in a statement. The companys market capitalisation as of Friday was Rs 612.62 crore.
Elder has changed its financial year which will end in June instead of March. In its annual report issued in October, it said that if similar periods are compared, consolidated revenue fell 1.65% to Rs 1,650.64 crore while consolidated profit decreased by 9.05% to Rs 82.15 crore for the 15-month period of FY13.
Elder Pharma reported dismal revenue for Q1FY14, with net sales plunging more than 49% to Rs 152.97 crore and PAT dropping nearly 86% to Rs 384.56 lakh. Reports of debt-ridden Elder Pharma shopping for a buyer have been circulating since July when Reuters said that Frances biggest pharmaceutical company, Sanofi, was in negotiations to buy Elder Pharmas domestic formulations business.