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Upl Advanta Merger
Upl Advanta Merger
Upl Advanta Merger
Merger
Merger Overview
Appointed
Date
Swap Ratio
Terms of
Preference
Shares
Regulatory
Approvals
Promoter
Group
Public
70.2%
29.8%
Promoter
Group
70.2%
29.8%
48.4%
13.0%
Public
Post Merger
Promoter
Group
27.8%
Public
72.2%
38.9%
38.6%
10.5%
50.6%
Assumptions:
For e.g. Shareholder A (Resident) holds 157 Equity Shares (face value of Rs. 2 per
share) of Advanta
471 Optionally Convertible Preference Shares (face value of Rs. 10 per share) of
UPL
For e.g. Shareholder B (Non-Resident) holds 157 Equity Shares (face value of Rs. 2 per
share) of Advanta
471 Compulsorily Convertible Preference Shares (face value of Rs. 10 per share)
of UPL
Background
Overview
Products
Market
Leadership
Operations
28 manufacturing locations in 9
countries across 3 continents
120 patents, 4,600+ registrations
Marketing and
Distribution
FY 2015
Primarily Domestic
Player
Innovation
Technical Sales
Focus
Acquisition of Advanta
Products
Mainly Generics
Businesses
(2011)
Crop Protection
Revenue
PAT
Market Cap
(INR mn)
(INR mn)
(INR mn)
189,529
120,905
24,187
1,560
14,163
FY05
11,440
FY15
FY05
FY15
FY05
FY15
Source: Company filings. Market capitalization as of March 31 for respective fiscal years.
CY 2006
CY 2014
Asia-Pac (incl.
India), Argentina
Proprietary
germplasm on field
crops
Focus
Products
Businesses
Sorghum, tropical
corn, sunflower
Superior seeds
germplasm, molecular
marker, disease resistant
technology
Significantly enhanced
seeds offering
Regional producer
and seller
Revenue
EBITDA
Market Cap
(INR mn)
(INR mn)
(INR mn)
18,636
2,502
30,104
14,310
509
2,865
CY06
CY14
CY06
CY14
On IPO
CY14
Source: Company filings. Market capitalization as of IPO date (April 19, 2007) and December
9 31, 2014.
Advanta
Dec. 31, 2014
(Proforma)
117,395
18,636
EBIDTA %
19.5%
16.1%
58,603
10,635
23,628
5,364
0.40
0.50
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Merger Rationale
11
Wider geographical
presence
EXPONENTIAL GROWTH
Greater financial
bandwidth
Proprietary product
access
Germplasm
newer geographies +
cross selling
opportunities
proprietary access to
Strong R&D
competitive cost
structure
Seeds - future of
agriculture value
12
Seeds
89%
FMC
11%
100%
Nufarm
94%
6%
Adama
94%
6%
Dupont
33%
67%
Monsanto
32%
68%
Dow
Bayer
Syngenta
77%
87%
78%
Most crop
protection
players have a
sizeable
21%
13%
presence in
seeds
22%
13
Value Accretion
1
Increased
Geographical
Reach
Presence Across
Entire Agri-inputs
Value Chain
Sustainable
Growth
4
Greater
Focus
Improved Customer
Access
Growth Accretive
14
Seeds
Post Harvest
End-to-end presence across entire agri-inputs value chain: seeds to postharvest chemicals
15
6 countries
North America
19%
presence (e.g:
Australia, Thailand)
Strong presence in
Asia Pacific
India
20%
Europe
15%
Latam
28%
RoW
19%
Increased access to
important countries
(e.g: Brazil,
Americas)
Note: Regional ratios (%) represent combined revenue mix of UPL Limited (Fiscal year 2015) and
Advanta Limited (CY 2014)
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Seeds
Low capital
Higher R&D spend
Long gestation
Proprietary products
Superior technology
differentiation
Technology
Differentiation
Crop Protection
High capital
Lower R&D spend
Short gestation
Generic products
Better customer
access
Customer Intimacy
17
Greater Focus
Poised for Exponential Growth
Continue investment in
breeding and technology
Geographic expansion and
collaborations
Product range enhancement
Gain access to varied
germplasm
18
Value Acceleration
Geographical Presence
Greater Focus
Accelerated
Growth
Customer Access
Product Portfolio
19
business
will
provide
G&A
~ USD 6 mn
Finance Cost
~ USD 4 mn
C
Tax
~ USD 4 mn
20
Next Steps
21
Timeline
8 to 9 months
22
Advisors
BSR & Associates LLP
Independent
Valuation
Citigroup Global Markets India Private Limited
Fairness
Opinion to UPL
Fairness
Opinion to
Advanta
J. Sagar Associates
Legal Advisor
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Disclaimer
This presentation has been prepared by UPL Limited (the Company) solely for information purposes without any regard to any specific
objectives, financial situations or informational needs of any particular person. This presentation may not be copied, distributed or
disseminated, directly or indirectly, in any manner. By reviewing this presentation, you agree to be bound by the trailing restrictions
regarding the information disclosed in these materials.
This presentation contains statements that constitute forward-looking statements. These statements include descriptions regarding the
intent, belief or current expectations of the Company or its directors and officers with respect to the results of operations and financial
condition of the Company. These statements can be recognized by the use of words such as expects, plans, will, estimates,
projects, or other words of similar meaning. Such forward-looking statements are not guarantees of future performance and involve risks
and uncertainties, and actual results may differ from those in such forward-looking statements as a result of various factors and assumptions
which the Company believes to be reasonable in light of its operating experience in recent years. The risks and uncertainties relating to these
statements include, but not limited to, risks and uncertainties, regarding fluctuations in earnings, our ability to manage growth, competition,
our ability to manage our international operations, government policies, regulations etc. The Company does not undertake any obligation to
revise or update any forward-looking statement that may be made from time to time by or on behalf of the Company. Given these risks,
uncertainties and other factors, viewers of this presentation are cautioned not to place undue reliance on these forward-looking statements.
No representation, warranty, guarantee or undertaking, express or implied, is or will be made as to, and no reliance should be placed on, the
accuracy, completeness, correctness or fairness of the information, estimates, projections and opinions contained in this presentation.
Potential investors must make their own assessment of the relevance, accuracy and adequacy of the information contained in this
presentation and must make such independent investigation as they may consider necessary or appropriate for such purpose. Such
information and opinions are in all events not current after the date of this presentation. Further, past performance is not necessarily
indicative of future results. Any opinions expressed in this presentation or the contents of this presentation are subject to change without
notice. This presentation should not be construed as legal, tax, investment or other advice.
None of the Company, any placement agent, promoters or any other persons that may participate in the offering of any securities of the
Company shall have any responsibility or liability whatsoever for any loss howsoever arising from this presentation or its contents or
otherwise arising in connection therewith.
This presentation and its contents are confidential and should not be distributed, published or reproduced, in whole or part, or disclosed by
recipients directly or indirectly to any other person.
This presentation does not constitute or form part of and should not be construed as, directly or indirectly, any offer or invitation or
inducement to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of the Company by any person in any
jurisdiction, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any investment
decision or any contract or commitment therefore. Securities of the Company may not be offered or sold in the United States absent
registration or an applicable exemption from registration under the United States Securities Act of 1933, as amended.
This presentation is not a prospectus, a statement in lieu of a prospectus, an offering circular, an advertisement or an offer document under
the Companies Act, 1956, as amended, replaced or reenacted by the Companies Act, 2013, the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended, or any other applicable law in India.
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Thank You
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