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JAZZ Sellside MA Pitchbook
JAZZ Sellside MA Pitchbook
Project Jaguar
Goldman Stanley
Table of Contents
Executive Summary 3
Jaguar Valuation 5
Potential Strategic Partners 25
Process Recommendations 38
Appendix 43
Goldman Stanley 2
Executive Summary
Goldman Stanley 3
Executive Summary
As of May 9, 2014, Jaguars share price and valuation multiples have more than doubled over the last twelve months
Even at its current levels, however, Jaguar is still undervalued relative to peer specialty pharmaceutical companies,
and on an intrinsic, cash-flow basis
Given its prominence in the market, the record healthcare M&A activity in the first half of this year, and the soaring
interest in tax inversion deals, Jaguar could make for an attractive acquisition candidate
Such a strategy would allow Jaguar to maximize shareholder value, expand its geographic reach and distribution
channels, and acquire more resources for future research & development efforts and/or M&A activity
Given Jaguars unique attributes, we believe a purchase premium above 50%, implying a share price of ~$200+, is
possible with the proper positioning and process
We recommend a highly targeted process focused on the most likely (Tier 1) potential partners, along with an
outreach to Tier 2 potential partners while discussions with Tier 1 partners are ongoing
Goldman Stanley 4
Jaguar Valuation
Goldman Stanley 5
Valuation Summary Operating Scenarios
Xyrem Revenue After Peak $300 million / year $377 million / year
Annual Price Increases CAGR of 6%; max of ~$79,000 CAGR of 11%; max of
Through Peak Revenue in FY 21 ~$122,000 in FY 21
Goldman Stanley 6
Summary of Valuation Implications
Comparable Also point to the same result Jaguar trades below the median EV / EBITDA
#2
Companies multiple of peer companies
Discounted Cash Flow Produces the highest implied valuation, primarily because Jaguars value is
#3
(DCF) Analysis heavily dependent on Xyrem pricing 5-10 years into the future
Precedent Similar M&A deals imply a much lower valuation, but we believe these
#4
Transactions multiples are less relevant due to the lack of comparable deals
Goldman Stanley 7
Base Case Financial Projections
($ USD in Millions except for $ per Share Figures)
Goldman Stanley 8
Management Case Financial Projections
($ USD in Millions except for $ per Share Figures)
Goldman Stanley 9
Revenue and EBITDA: Management Case vs. Base Case
($ USD in Billions)
Revenue Projections
$6.0 B $5.4 B
$5.0 B $4.6 B
$3.9 B
$4.0 B Management
$3.2 B
$3.0 B $2.6 B Base
$2.0 B $1.8 B
$2.0 B $1.6 B $1.7 B
$1.2 B
$1.0 B
$0.0 B
42004 42369 42735 43100 43465 43830 44196 44561 44926 45291
EBITDA Projections
$3.5 B
$3.0 B
$3.0 B
$2.6 B
$2.5 B $2.2 B
Management
$2.0 B $1.8 B
Base
$1.5 B
$1.5 B $1.1 B
$0.9 B $0.9 B $0.9 B
$1.0 B $0.6 B
$0.5 B
$0.0 B
42004 42369 42735 43100 43465 43830 44196 44561 44926 45291
Goldman Stanley 10
Projected Xyrem Sales Pricing vs. Patient Growth
($ USD in Millions)
Goldman Stanley 11
Valuation Summary Base Case
($ USD in Dollars as Stated)
Jaguar Current Share Price(1):
($ USD in Billions)
$2.5 B
$2.0 B
CY 2014E
$1.5 B
CY 2015E
$1.0 B
$0.5 B
$0.0 B
$1.5 B
$1.0 B
$0.5 B
CY 2014E
CY 2015E
$0.0 B
($0.5 B)
($1.0 B)
Comparable Public Companies Growth and Valuation Multiples, CY 2014E CY 2015E (1)
($ USD in Millions)
Goldman Stanley 16
Jaguar DCF Analysis Free Cash Flow Projections
($ USD in Millions)
Goldman Stanley 17
Jaguar DCF Analysis Implied Share Price Calculations
($ USD in Millions except for $ per Share Figures)
Goldman Stanley 19
Other Valuation Considerations
Results Implications and Examples
Goldman Stanley 20
Jaguars Corporate Structure Provides Advantages to Partners
Ireland
Italy
Jaguar Investments I
Jaguar Italy S.p.A. Jaguar, Inc. Jaguar Financing I, Ltd.
Limited
AxCell Biosciences
Prostagen, Inc.
Corporation
Goldman Stanley 21
Other Valuation Considerations
Jaguar is also trading at a discount to recent stock price highs:
9
-0
05
-
14
20
Given the stock price run-up over the past year, it may or may not be realistic to aim for the all-time high; however, the
valuation methodologies imply that a per-share price in that range is plausible
Goldman Stanley 22
Summary Profile of Equity Shareholders
Commentary:
Banks / Investment
Gross Common Share Count: 55,751,243 (1) Banks: Other:
Individuals / 4% 2%
Major institutional investors represent Insiders:
approximately 40% of share ownership 4%
The companys margins and growth rates exceed those of its peer companies,
75th Percentile
#1 indicating that it should be valued in-line with the 75th percentile of the
Valuation is Justified
comparable company set
This price represents a 50%+ premium to Jaguars current share price; greater
#2 Goal: $200 / Share
upside might be possible with a highly complementary partner
Discounted Cash Flow Implied value is between $170 and $240 / share, based on a conservative
#3
(DCF) Analysis Discount Rate and Terminal Value and Managements financial projections
Premiums Paid Premiums Paid indicate a median 30-day average price premium of ~40%,
#4
Analysis implying a per-share value of $190 for Jaguar
Goldman Stanley 24
Potential Strategic Partners
Goldman Stanley 25
Potential Strategic Partners
Size, ability to pay, tax/corporate headquarters status, product/pipeline, and strategic fit should all be considered
US-headquartered partners are ideal since tax rates are highest there; several Canadian and Israeli companies could
also qualify since tax rates are also higher than those in the UK and Ireland
Both branded and generics companies should be considered, in light of recent M&A activity
Headquarters and Tax US-based with US corporate tax US-based with US corporate tax
Status: rates rates
Strategic Fit: Solid product and pipeline fit Solid product and pipeline fit
Goldman Stanley 26
Potential Strategic Partners
Goldman Stanley 27
Overview of Tier 1 Potential Partners
($ USD in Billions)
Potential Market Debt & Enterprise Leverage Strategic Ability to
Partner: Cap(1): NCI(1): Cash(1): Value(1): Ratio(1): Fit: Pay: Comments:
Primarily < $1B acquisitions
$36.3 $8.7 $0.3 $44.7 3.6 x in the past; rumors of Actavis
and Forest Labs
Primarily < $100 million
$84.6 $32.0 $19.8 $96.8 4.3 x acquisitions, except for $10
billion Onyx deal
Last deals over $1 billion
$81.7 $7.7 $7.1 $82.4 1.7 x took place 2-3 years ago;
smaller recent acquisitions
Last major deal was
$121.0 $10.1 $6.5 $124.6 1.4 x Pharmasset ($11 billion) two
years ago
Typically does only very
$281.0 $17.3 $29.4 $268.9 0.7 x small tuck-in deals
Goldman Stanley 38
Key Recommendations
We recommend engaging in targeted discussions with the Tier 1 candidates and assessing their receptiveness to M&A
discussions
At the same time, Goldman Stanley will reach out to Tier 2 candidates and introduce Jaguar as a potential partner
M&A process with Tier 1 candidates will take significantly longer due to the scale of the companies, so we recommend
conducting both processes simultaneously
Depending on responses from Tier 1 and Tier 2 candidates, Goldman Stanley and Jaguar may do additional research
to determine other potential partners and then approach them
Goldman Stanley 39
Process Recommendations
Specialized Targeted
Highly Targeted Broad M&A
Negotiations With Discussions +
Process Process Broad
One Party Broader Search
Marketing
RECOMMENDED
Goldman Stanley 40
Targeted Discussions Roles and Responsibilities
Contact partners and Assist in NDA Prepare for management Receive process updates
negotiate NDAs negotiations meetings
Phase II: Provide input/direction if
Contact and Schedule management Assist in compiling legal Contact potential required
Marketing
meetings diligence items partners (if appropriate)
Conduct management Assist in reviewing initial Formulate synergies Receive process updates
Phase III:
meetings and solicit bids bids and follow-up
Business Due
diligence lists for legal Attend management Provide input/direction if
Diligence, Synergy Discuss synergies and items meetings required
Discussions, and
facilitate diligence
Initial Bids Answer diligence
requests
Review bids from Review bids, negotiate Review bids and assist Review bids and approve
Phase IV:
potential partners terms of DA, and assist with diligence agreement, if appropriate
Final Negotiations,
with confirmatory
Confirmatory Negotiate terms of DA diligence Discuss contracts
Diligence, and
with top partners
Signings
Goldman Stanley 41
Process Timeline
Depending on the responsiveness of Tier 1 and Tier 2 partners, the process may take between 6 and 9 months to
complete:
Phase I:
Phase I
Organization
Phase II:
Phase II
Contact and Marketing
Phase III:
Business Due Diligence, Synergy Phase III
Discussions, and Initial Bids
Phase IV:
Final Negotiations, Confirmatory Phase IV
Diligence, and Signings
Goldman Stanley 42
Appendix
Goldman Stanley 43
Xyrem and Erwinaze Projections Management
($ USD in Millions except for $ per Patient Figures)
Goldman Stanley 44
Jaguar Income Statement Management Case
($ USD in Millions except for $ per Share Figures)
($ USD in Millions)