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Europe Graham Simpson | Quest Analyst | Canaccord Genuity Limited (UK) | gsimpson@canaccordgenuity.com | +44 20 7523
8499
25 Apr 2017 | 2:32pm (GMT+1)
Date and time of first dissemination
Deals inQuest: Its looking good for the patient
25 Apr 2017 | 2:29pm (GMT+1)
Date and time of production
Deals Analysis: Becton Dickinson / C.R. Bard
Becton, Dickinson
Share Price: A Bards Tale: Becton Dickinson (NYSE:BDX) kicked off another round of major
US$177.07 Healthcare M&A with its $24bn offer for C.R. Bard (NYSE:BCR) over the weekend.
Acquiring C.R. Bard will allow the company to tick the growth box, adding medication
Adjusted Quest
value/sh : US$235.00
management and infection prevention solutions to BDXs complementary portfolio. Its
all about the growth (and potentially higher returns), and BCR has a strong portfolio and
innovation pipeline in faster growing clinical areas, such as vascular access segments.
The acquisition should particularly benefit BDXs CareFusion business, acquired for
C R Bard
$12bn in 2015, as the combination would likely result in growth of non-US revenues.
Share Price:
Quest has modelled the deal and its looking good for the patient.
US$302.41
The Deal: Each BCR shareholder will receive $222.93 in cash and 0.5077 BDX stock for
Default Quest
value/sh : US$164.45
each share, valuing BCR at $317 per share assuming Fridays closing prices. The
$24bn proceeds include c.$10bn of new debt as well as c.$4.5bn equities and equity-
linked securities issued to the market. Net debt/EBITDA would increase to 4.7x initially.
However, given the high cash flow returns businesses, the company has committed to
lowering it to 3x (within three years); and we think this is achievable. The company
expects pre-tax synergies of $300m p.a.
Stand-alone Quest Valuations: Both stocks are very expensive on Quest assuming
mean reversion of cash flow returns (as the default Quest valuation model implies). In
order to solve the pre-deal share prices we have used Quest Sensitivity. As Figure 10
shows, BDX returns would need to remain at current consensus levels for 20 years to
solve the $185 share price. On Quest we can see for the last 15 years that is exactly
what has happened. What is interesting is that doing the same exercise for BCR we can
see, in Figure 11, that it takes just five years to solve the current share price. Solving for
the $317 offer price we need to enter eight years into Quest Sensitivity. So, even with a
25% takeover premium, the attractiveness of BCR to BDX is clear (especially when we
take synergies into account).
Quest Models the Deal: As can be seen in Figure 12, BDX returns are more than half
that of BCR. Modelling the acquisition we see a material fall in the enlarged BDX CFROC,
falling to 1.59% as it absorbs a very large premium to the net asset value. That said, the
CFROA (cash flow return on operating assets) for the combined business actually
increases to 13.2% as BDX acquires those higher BCR returns. Assuming $300m in pre-
tax synergies, CFROA increases a further 110bps to 14.3%. Any deal this size which is
funded with a material debt component will impact the cost of capital (lower at 4.7%
from 4.9% previously) and that along with higher returns including synergies have a
positive impact on the post-deal Quest valuation. The default BDX+BCR Quest value
per share is $113.5. However, if we once again use Quest Sensitivity and assume the
same 20-year delay to CFROA and growth as we did in the stand-alone valuation, this
drives an adjusted Quest value per share of $235.
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this publication is considered third-party research.
This is non-independent research and a marketing communication under the Market Abuse Regulation and the FCA Conduct of Business rules.
For important information, please see the Important Disclosures beginning on page 6 of this document.
A Bards Tale: Becton Dickinson (NYSE:BDX) kicked off another round of major
Healthcare M&A with its $24bn offer for C.R. Bard (NYSE:BCR) over the weekend.
Acquiring C.R. Bard allows the company to tick the growth box, adding medication
management and infection prevention solutions to BDXs complementary portfolio. Its
all about the growth (and potentially higher returns), and BCR has a strong portfolio
and innovation pipeline in faster growing clinical areas, such as vascular access
segments. The acquisition should particularly benefit BDXs CareFusion business,
acquired for $12bn in 2015, as the combination would likely result in growth of non-
US revenues. Quest has modelled the deal and its looking good for the patient.
The Deal: Each BCR shareholder will receive $222.93 in cash and 0.5077 BDX stock
for each share, valuing BCR at $317 per share assuming Fridays closing prices. The
$24bn proceeds include c.$10bn of new debt as well as c.$4.5bn equities and equity-
linked securities issued to the market. Net debt/EBITDA would increase to 4.7x
initially. However, given the high cash flow returns businesses, the company has
committed to lowering it to 3x (within three years); and we think this is achievable. The
company expects pre-tax synergies of $300m p.a.
Stand-Alone Companies Returns Analysis: Both companies cash flow returns are
comfortably above their respective cost of capital calculations. Interestingly, while BDX
returns averaged 10.8% over the last 10 years BCRs returns are double (Figures 1 &
2).
Figure 1: BDX Cash flow returns profile (10 year average 10.8%) Figure 2: BCR cash flow returns (10 year average 18.6%)
Looking deeper at both stocks, those higher BCR returns are clearly due to the higher
margins over the past 10 years, averaging 28.6%, versus BDX 22.1% (Figure 3 & 4).
We note BDX margins are in line with the US Healthcare Equipment and Supplies
industry while BCR margins are a third higher.
Figure 3: BDX margins (10 year average 22.1%) Figure 4: BCR margins (10 year average 28.6%)
Figure 7: BDX default Quest valuation Stand-Alone Quest Valuations: Both stocks are very expensive on Quest assuming
CFROA mean reversion (40 year fade)
mean reversion of cash flow returns (as the default Quest valuation model implies)
Figure 7. On a default Quest valuation basis:
BDX Quest value per share of $85.5 (potential 52% downside to the post-deal
announcement share price of $177) Figure 8.
BCR Quest value per share of $164.4 (potential 46% downside to the post-deal
announcement share price of $302) Figure 9.
Source: Canaccord Genuity Quest
However, it is important to consider the long-term cash flow returns profile of both
companies. As shown previously, both companies have high and non-fading returns
profiles. We use Quest Sensitivity to solve the current share prices.
Figure 8: BDX default Quest valuation chart Figure 9: BCR default Quest valuation chart
Figure 12: 2018 Cash flow returns before and Quest Models the deal: As can be seen in Figure 12, BDX returns are more than half
after deal (and including $300m synergies)
that of BCR. Modelling the acquisition we see a material fall in the enlarged BDX
BDX BCR COMBINED COMBINED
+SYNERGIES
CFROC, falling to 1.59% as it absorbs a very large premium to the net asset value.
CFROC 6.60% 17.70% 1.59% 2.30% That said, the CFROA (cash flow return on operating assets) for the combined
CFROA 10.93% 24.60% 13.20% 14.30% business actually increases to 13.2% as BDX acquires those higher BCR returns.
Source: Canaccord Genuity Quest Assuming $300m in pre-tax synergies, CFROA increases a further 110bps to 14.3%.
Any deal this size which is funded with a material debt component will impact the cost
of capital (lower at 4.7% from 4.9% previously) and that along with higher returns
including synergies have a positive impact on the post-deal Quest valuation. The
default BDX+BCR Quest value per share is $113.5. However, if we once again use
Quest Sensitivity and assume the same 20-year delay to CFROA and growth as we
did in the stand-alone valuation, this drives an adjusted Quest value per share of
$235.
Figure 13: US Healthcare Equipment & Supplies and Healthcare Technology sectors Quest LBO FCF Yield Screen
Japan:
Bureau of Statistics, Bank of Japan (BoJ),
Ministry of Economy, Trade & Industry,
Ministry of Health, Labour and Welfare,
Ministry of Land, Infrastructure and Tourism
United States:
Bureau of Labor Statistics (BLS),
Federal Reserve,
Department of Commerce,
U.S Energy Information Administration,
National Association of Realtors
United Kingdom:
Office for National Statistics (ONS)
Germany:
Federal Statistical Office of Germany (Destatis)
France:
National Institute of Statistics and Economic Studies (INSEE)
Poland:
Central Statistics Office (GUS)
Spain:
National Statistics Institute (INE)
Turkey:
Turkish Statistical Institute (TUIK)
Additional materials contained within this document are sourced from Quest.
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communication under the Market Abuse Regulation and the FCA Conduct of Business Rules and is not prepared in accordance
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