Roadmap for Consolidation Initiating Coverage
Transcription
Roadmap for Consolidation Initiating Coverage
EQUITY RESEARCH Pharmacies June 13, 2013 Roadmap for Consolidation Initiating Coverage: PFRM3 Is Our Top Pick We are initiating coverage of the top three Brazilian Drug Retail and Distribution sectors stocks. It is hard to imagine a sector where the three leaders have such a different strategy, stage of development, return profile and ownership culture. We look at their major operating challenges as they integrate major acquisitions, enhance their organic growth capability and prepare for more deals. With the consumer stalling and same store sales growth pausing for the industry, we argue that the quality of management, geographic footprint and quality of operations will be crucial to generate strategic value for the companies in the next consolidation round of the Brazilian market. In sum, this is a sector that for all of its massive M&A over the past three years still has room for operating improvement and its biggest deals ahead. Profarma (PFRM3 BZ), with a 45% upside is rated Overweight. The stock trades at book value, and at 7x EV/EBITDA it carries half the valuation of its strongest peer. Profarma is in the early stages of a transformational shift from distribution company to drug retailer. But transformational success is not priced in per our DCF of this “show me” stock. The other two stocks are rated Equal Weight. We like Raia Drogasil (RADL3 BZ) for the quality of its two established retail brands, industry leader position, seasoned management team and strategic value to an international buyer. But the stock’s 17% upside on an intrinsic value analysis holds us back. Brasil Pharma (BPHA3 BZ) was created in 2009 as a roll-up vehicle. It has a 22% upside and several operating challenges in trying to integrate all of its acquisitions. At an 11x 2014E EV/EBITDA multiple it is not cheap, but could be attractive to foreign industry participants. Roadmap for Consolidation. With 50% of the national drug retail sales still in the hands of independent players, there are local M&A opportunities ahead. But large international drug retailers like CVS have been late to arrive and other major players may have interest in acquiring one of these three Brazilian leaders. We thus evaluate the drug retailers balancing a fundamental analysis and the strategic value of the assets in the consolidation process, which is reflected in our bull case scenario. Profarma is our top pick. We like companies transitioning to a new business model not understood by the market, particularly when elements of success start to make themselves evident and so much operating improvement is ahead. Profarma’s discount to peers is related to Profarma’s low stock liquidity, challenges in its distribution business, low profit margins, and market doubts that its plan to become a premier drug retailer will succeed. We discuss how management’s operating, financial and strategic plans are proceeding. We project a 5-year EBIT growth rate of 22% and a margin expansion from 2.6% to 3.2%. A ROIC of 11% is already at the top of its peer group. We believe that Profarma will be able to carry on the consolidation of smaller players while competitors are busy managing the integration of their operations. Financially, management does not seem averse to raising capital in the equity markets to relieve its liquidity issue and deploy fresh capital for a major growth initiative. RADL3 | Drug Retail Stock Rating: EQUAL WEIGHT YE14 Target Price: R$25.0/share Upside/Downside: 17% Market Cap (R$ billion): 7.1 BPHA3 | Drug Retail Stock Rating: EQUAL WEIGHT YE14 Target Price: R$13.0/share Upside/Downside: 23% Market Cap (R$ billion): 2.7 PFRM3 | Distribution / Drug Retail Stock Rating: OVERWEIGHT YE14 Target Price: R$24.0/share Upside/Downside: 45% Market Cap (R$ billion): 0.6 Guilherme Assis [email protected] 55 11 3206 8285 Ruben Couto [email protected] 55 11 3206-8281 Brasil Plural Corretora does and seeks to do business with companies covered in its reports. As a result, investors should be aware that the company may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision. For analyst certification and other important disclosures, refer to the Disclosure Section on page 54 of this report. Healthcare | Roadmap for Consolidation June 13, 2013 Table of Contents Investment Summary .................................................................................. 3 Profarma: Overweight Rating and YE14 TP of R$24 (Top-pick) ....................... 3 Raia Drogasil: Equal Weight Rating and YE14 TP of R$25................................ 3 Brasil Pharma: Equal Weight Rating and YE14 TP of R$13 .............................. 4 Roadmap for Consolidation ......................................................................... 7 PFRM3: The New Kid on the Block; Still Valued as a Distributor ..................... 8 RADL3 Stands Out as the Best Asset in the Country........................................ 9 BPHA3: A True Consolidation Play, but Integration Is a Risk ........................... 9 Private and Off the Radar Companies Complete Our List ............................... 9 Standing on the Shoulders of Giants ............................................................. 11 Consolidation Through a Looking Glass ......................................................... 13 Can Profarma Be the Next Consolidator? ...................................................... 15 Global Trends: Moving Towards an Integrated Model .................................. 16 Valuation .................................................................................................. 19 Earnings Outlook and Intrinsic Valuation ...................................................... 19 Intrinsic Value Debate: Assessing the Value of Synergies ............................. 21 Profarma ........................................................................................................ 23 Raia Drogasil .................................................................................................. 25 Brasil Pharma ................................................................................................. 27 Historical Valuation Multiples........................................................................ 29 Main Risks ................................................................................................. 30 Industry Comps ......................................................................................... 31 News From the Operating Front ................................................................. 33 Profarma ........................................................................................................ 33 Raia Drogasil .................................................................................................. 39 Brasil Pharma ................................................................................................. 44 Appendix: Key Industry Themes ................................................................. 51 Secular Trends Underpin Pharma Growth on Steroids.................................. 51 Brasil Plural Equity Research | 2 Healthcare | Roadmap for Consolidation June 13, 2013 Investment Summary In this section we present a summary of the main figures, positives and negatives from all covered companies. Profarma: Overweight Rating and YE14 TP of R$24 (Top-pick) We welcome Profarma’s recent strategic shift moving from a pure distributor to a hybrid model of distribution and drug retailing. We view Profarma as a business in transition that may yield significant results if executed properly, and one that would become an appealing asset to major domestic or international drug retailers. Thus, we rate Profarma as Overweight and as our top-pick, chiefly due to its attractive 45% DCF upside potential, based on a growing magnitude of retail operations (36% and 58% of total gross revenues and total EBITDA, respectively, by 2017). According to our estimates, PFRM3 trades at a 20% NTM P/E historical discount to RADL3 and BPHA3 in light of uninspiring earnings outlook from the distribution segment. This said, although we do not expect Profarma to evolve into the leading drugstore chain in Brazil, its exposure to retail should drive its valuation multiples to a narrower discount to drugretailers and above the 1.0x P/BV threshold. Chart 2: Profarma Main Positives and Negatives Positives Negatives (+) Substantial operating performance improvement from retail operations (-) Lack of experience in retail (+) Superior working capital structure in the distribution-retail hybrid model (-) Short-term operating performance should remain bleak until retail gets critical mass (+) Plenty of room to consolidate the small-medium drugstore chains market (-) Weak balance-sheet Source: Brasil Plural Research Raia Drogasil: Equal Weight Rating and YE14 TP of R$25 From a strategic perspective, Raia Drogasil stands out as the glaring example of successful drug retail enterprise, combining strong execution capabilities and powerful brands. The company enjoys the best drug retail locations in São Paulo and the best operations among its listed peers. In our view, the acquisition of Raia Drogasil by an international drug retailer would provide a full-speed ticket to ride Brazil’s “pharmerging” potential. However, we rate Raia Drogasil as Equal Weight, mainly driven by its 17% DCF upside potential, at what we believe are realistic assumptions (we assume 300bps EBITDA margin expansion, to our estimated 8.0% steady state margin). Despite Raia Drogasil’s operating prowess, we find YE14 P/E multiple of 25x – 38% above historical levels -- highly demanding, which already prices in our expected 25% EPS CAGR during 2013-2016. Chart 3: Raia Drogasil Main Positives and Negatives Positives Negatives (+) Management with deep industry knowhow (-) Integration hurdles curb synergy gains (+) Leading position in top markets (-) Growth hinges on aggressive expansion plan (+) Benchmark operating performance (-) Exposed to highly competitive regions Source: Brasil Plural Research Brasil Plural Equity Research | 3 Healthcare | Roadmap for Consolidation June 13, 2013 Brasil Pharma: Equal Weight Rating and YE14 TP of R$13 Brasil Pharma is in a stage of development where it left the spot of “potential target” to rise as one of the industry’s prime consolidators. We believe the company’s regional powerhouses could unlock a great opportunity for international players that are pursuing to tap the attractive markets outside the southeastern cone. Notwithstanding, we rate Brasil Pharma as Equal Weight as its integration hurdles still restrain the company’s full potential, and the 23% DCF upside based on synergy gains is overshadowed by relatively higher execution risks (we estimate 200bps EBITDA margin expansion, to our estimated 7.4% steady state margin). In addition, BPHA3’s YE14 P/E multiple of 16x, trading at 35% discount to RADL3 – is hardly a bargain and reflects most of our estimated 35.1% EPS CAGR during 2013-2016. Chart 4: Brasil Pharma Main Positives and Negatives Positives (+) High exposure to less competitive markets (+) Strong M&A execution capability (+) Call option on large franchise system in the southeastern market Negatives (-) Integration poses ongoing risks (-) Decentralized operations may increase execution risks (-) Potential dilution on share-swap deals Source: Brasil Plural Research Chart 5: Operating Comp Numbers Main Figures Operating Metrics (Drug Retail) Number of stores (EoP) New stores (EoP) Avg. Monthly Gross Sales per Store (R$'000) Same-store-sales (SSS) Income Statement (R$million) Gross Revenues Net Revenues Gross Profit (Incl. Other Operating Income) SG&A EBIT EBITDA Financial Results Net Income Balance Sheet (R$million) Total Assets Cash & Equivalents Inventory Receivables PP&E (ex-intangibles) Total Liabilities Suppliers Total Debt Shareholders' Equity Ratios Gross Margin (% of gross sales) EBIT Margin (% of gross sales) EBITDA Margin (% of gross sales) Net Margin (% of gross sales) Debt/Equity Net Debt/EBITDA Cash Cycle (days) Raia Drogasil 2012A Brasil Raia Profarma Pharma Drogasil 864 88 547 11.5% 708 80 440 14.2% n.a. n.a. n.a. n.a. 5,594 5,381 1,494 (1,168) 216 326 (3) 154 3,094 2,876 944 (778) 103 166 (46) 17 3,340 167 973 336 454 1,076 576 192 2,265 26.7% 3.9% 5.8% 2.8% 8.5% 0.1x 58.5 2013E Brasil Raia Profarma Pharma Drogasil 977 113 571 8.5% 788 94 382 9.9% 3,803 3,233 205 (257) 84 92 (29) 40 6,556 6,312 1,772 (1,362) 270 410 (9) 220 2,903 369 552 214 181 1,360 335 776 1,543 1,431 49 426 551 34 860 515 223 561 30.5% 3.3% 5.4% 0.5% 50.3% 2.5x 65.4 5.4% 2.2% 2.4% 1.1% 39.7% 1.9x 41.5 2014E Brasil Raia Profarma Pharma Drogasil 147 147 377 n.a. 1,100 123 599 8.4% 888 100 418 8.8% 3,667 3,430 1,100 (883) 162 217 (38) 113 4,395 3,816 324 (355) 80 112 (47) 25 7,759 7,465 2,131 (1,607) 364 524 (12) 285 3,657 183 1,084 392 546 1,320 677 180 2,337 2,930 191 594 260 240 1,299 369 597 1,631 2,249 509 480 609 221 1,256 586 540 980 27.0% 4.1% 6.3% 3.4% 7.7% 0.0x 53.7 30.0% 4.4% 5.9% 3.1% 36.6% 1.9x 60.2 7.4% 1.8% 2.6% 0.6% 55.1% 0.3x 38.9 2015E Brasil Profarma Pharma 322 175 452 n.a. 1,223 123 625 8.5% 988 100 445 9.7% 497 175 452 9.1% 4,471 4,203 1,332 (1,043) 227 289 (26) 172 5,624 4,932 577 (547) 100 183 (62) 23 9,060 8,716 2,498 (1,858) 456 640 (25) 341 5,333 5,013 1,596 (1,223) 304 373 (19) 228 6,877 6,081 854 (752) 139 263 (68) 47 4,117 274 1,273 461 636 1,694 780 357 2,423 3,131 178 703 313 274 1,371 440 554 1,760 2,396 162 593 768 391 1,380 751 489 997 4,638 408 1,477 536 723 2,131 905 582 2,508 3,384 204 822 371 305 1,453 520 509 1,931 2,731 43 714 880 551 1,673 905 610 1,032 27.5% 4.7% 6.8% 3.7% 14.7% 0.2x 55.5 29.8% 5.1% 6.5% 3.8% 31.5% 1.3x 59.9 10.3% 1.8% 3.2% 0.4% 49.0% 1.8x 36.1 27.6% 5.0% 7.1% 3.8% 23.2% 0.3x 55.3 29.9% 5.7% 7.0% 4.3% 26.4% 0.8x 58.4 12.4% 2.0% 3.8% 0.7% 59.1% 2.2x 32.9 Source: Companies and Brasil Plural Research Brasil Plural Equity Research | 4 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 6: Selected Companies Valuation Multiples 2013E P/E 2014E 2015E 2013E EV/EBITDA 2014E 2015E Fw 3-Year CAGR (%) SALES EBITDA EARNINGS 25.0 13.0 24.0 32.2x 24.2x 37.1x 31.2x 24.8x 15.9x 39.8x 26.8x 20.8x 12.0x 19.6x 17.5x 17.3x 14.4x 8.4x 13.4x 13.7x 10.8x 6.8x 10.4x 11.3x 8.1x 5.6x 8.3x 17.3% 18.4% 21.4% 19.0% 24.6% 26.6% 43.2% 31.5% 25.0% 35.1% 53.9% 38.0% NA NA NA 15.6x 15.4x 17.0x 16.0x 14.3x 14.0x 11.6x 13.3x 13.0x 13.2x 9.8x 12.0x 8.2x 9.0x 7.3x 8.2x 7.6x 8.2x 6.6x 7.5x 7.1x 7.6x 5.9x 6.9x 5.9% 5.4% NA 5.7% 7.4% 18.9% 7.5% 11.2% 8.5% 18.6% NA 13.5% NA NA NA 13.9x 13.4x 17.5x 14.9x 12.8x 13.7x 14.9x 13.8x 11.8x 12.5x 13.4x 12.5x 8.2x 8.2x 9.2x 8.5x 7.3x 7.4x 7.9x 7.5x 6.6x 6.7x 7.0x 6.7x 1.3% -5.5% 9.6% 1.8% 8.2% 4.5% 14.8% 9.2% 10.2% 5.4% 16.6% 10.7% Global Peers - Integrated Drug Retailers / Distributors Celesio 15.8 NA Dimed/Panvel 248.0 NA Casa Saba 7.8 NA Average 12.3x NA NA 12.3x 10.8x NA NA 10.8x 9.7x NA NA 9.7x 7.2x NA NA 7.2x 6.5x NA NA 6.5x 5.9x NA NA 5.9x 1.7% NA NA 1.7% 5.3% NA NA 5.3% 11.4% NA NA 11.4% Retail Peers - Brazilian Retail Lojas Americanas B2W CBD Dufry Guararapes Lojas Renner Cia. Hering Marisa Les Lis Blanc Alpargatas Arezzo Grendene Tecnos Average 29.3x NA 21.4x NA 12.5x 20.1x 16.4x 14.3x 26.8x 14.8x 23.2x 13.7x 21.8x 19.5x 22.0x NA 17.9x NA 10.0x 17.3x 14.1x 11.8x 18.6x 13.0x 18.7x 12.4x 14.7x 15.5x 16.7x NA 15.2x NA 8.3x 14.7x 12.2x 9.8x 14.9x 10.0x 15.3x 11.5x 12.5x 12.8x 10.0x 7.2x 7.6x NA 7.2x 11.1x 11.5x 7.8x 10.1x NA 16.3x 12.3x 16.5x 10.7x 8.3x 6.9x 6.6x NA 5.9x 9.6x 9.6x 6.4x 8.1x NA 12.5x 10.8x 12.2x 8.8x 6.9x 5.8x 5.6x NA 5.0x 8.2x 8.2x 5.6x 6.9x NA 10.2x 9.6x 9.7x 7.4x 14.2% 8.3% 10.9% NA NA 16.3% 13.1% 10.5% 25.2% NA 18.8% NA 11.5% 14.3% NA NA 14.1% NA NA 17.4% 16.1% 13.3% 17.5% NA 24.1% NA 22.2% 17.8% 32.2% NA 17.2% NA NA 18.1% 15.6% 15.9% 49.9% NA 22.0% NA 32.1% 25.4% Last Price Company (Local Curr) Drug Retail and Distributoion Raia Drogasil 21.5 Brazil Pharma 10.7 Profarma 16.5 Average Global Peers - Drug Retail CVS Walgreens Rite Aid Average Target Price (Local Curr) 59.3 50.1 3.2 Global Peers - Drug Distribution McKesson 113.9 Cardinal 47.9 AmerisourceBergen 54.6 Average 15.6 7.9 98.7 283.0 92.0 69.5 34.5 24.0 8.2 14.5 35.3 20.4 19.7 NA NA NA 121.0 82.0 43.0 38.0 9.0 NA NA NA NA NA Source: Bloomberg and Brasil Plural Research Brasil Plural Equity Research | 5 D Healthcare | Roadmap for Consolidation June 13, 2013 Chart 7: Selected Companies Share Performance Company Avg Daily Market Cap Trad. Vol (USD mn) (USD mi) Rating Last Price (Local Currency) Target Price (R$) Upside/ Downside 13-Jun-13 Drug Retail and Distributoion Raia Drogasil Brazil Pharma Profarma Average 52 Week Range (Local Currency) High Low Share Performance (%) 1 Week 1 Mth 3 Mth 12 Mth YTD 3,343 1,281 262 10.8 5.6 1.8 EW EW OW 21.5 10.7 16.6 25.00 13.50 24.00 16.6% 26.4% 44.7% 24.6 15.7 25.1 18.6 9.3 9.5 -7.4% -12.5% -4.4% -5.6% -17.7% -22.8% -8.8% -27.1% -10.3% 10.1% 10.4% 56.5% -6.9% -26.4% 14.4% Global Peers - Drug Retail CVS Walgreens Rite Aid Average 72,570 47,441 2,849 161.1 141.1 26.5 NA NA NA 59.3 50.1 3.2 NA NA NA NA NA NA 60.7 51.3 3.2 38.4 43.7 28.5 1.0 24.4 2.4% 3.8% 8.6% 4.9% 1.2% 2.0% 23.5% 8.9% 12.0% 17.0% 80.0% 36.4% 31.2% 62.1% 169.2% 87.5% 22.6% 35.3% 131.6% 63.2% Global Peers - Drug Distribution McKesson Cardinal AmerisourceBergen Average 25,800 16,373 12,598 66.7 79.7 74.3 NA NA NA 113.9 47.9 54.6 NA NA NA NA NA NA 119.3 48.4 56.9 74.9 84.7 36.9 36.4 52.6 1.8% 3.8% 3.8% 3.2% -0.7% 3.8% 0.1% 1.1% 2.9% 2.3% 11.7% 5.6% 28.4% 15.3% 49.7% 31.1% 17.4% 16.3% 26.4% 20.0% Global Peers - Integrated Drug Retailers / Distributors Celesio 3,588 3.7 Dimed/Panvel 522 0.1 Casa Saba 203 0.0 Average NA NA NA 15.8 248.0 7.8 NA NA NA NA NA NA 16.8 307.5 11.4 111.9 11.4 135.0 4.9 50.4 -0.7% -0.8% 0.0% -0.5% 2.8% -8.2% -1.9% -2.4% 14.1% -14.2% -4.8% -1.6% 36.0% 77.3% -26.8% 28.8% 20.9% -11.4% -23.5% -4.7% Retail Peers - Brazilian Retail Lojas Americanas B2W CBD Dufry Guararapes Lojas Renner Cia. Hering Marisa Les Lis Blanc Alpargatas Arezzo Grendene Tecnos Average NA NA NA NA EW EW EW OW UW NA NA NA NA 15.5 8.0 98.6 283.0 92.0 69.5 34.5 24.0 8.2 14.6 35.4 20.4 19.7 NA NA NA NA 121.0 82.0 43.0 38.0 9.0 NA NA NA NA NA NA NA NA NA 18.1% 24.8% 58.3% 9.6% NA NA NA NA 27.7% 19.6 19.9 115.6 300.0 128.0 82.0 48.7 33.8 11.4 15.7 45.0 23.7 26.9 46.1 12.0 5.4 73.5 232.0 82.0 52.5 33.7 19.6 7.9 10.6 27.0 9.9 16.0 28.8 -4.9% -16.1% -6.4% -1.3% -7.3% -3.9% -6.6% -13.4% -4.0% -2.6% -3.0% -1.3% -1.1% -4.8% -8.7% -24.6% -9.5% 3.3% -10.5% -7.5% -17.3% -18.1% -8.4% 3.3% -13.7% -8.8% -14.0% -10.5% -16.1% -53.1% -7.6% 7.7% -16.5% -5.2% -12.6% -23.8% -13.6% 14.5% -11.6% -4.5% -22.7% -10.7% 27.1% 32.8% 30.4% 14.5% 6.7% 16.2% -20.9% -3.0% -25.0% 25.8% 23.8% 100.1% 23.1% 16.3% -14.9% -53.1% 9.1% 3.1% -24.4% -12.6% -18.2% -26.2% -13.8% 5.8% -10.5% 24.3% -21.2% -10.8% 36,077.1 26,209.1 -4.00% -3.28% -4.76% -22.96% -6.22% 7,057 588 12,284 3,923 2,585 4,104 2,659 2,097 666 2,707 1,477 2,904 723 Index IBOVESPA 17.1 4.1 45.6 3.1 0.8 33.9 27.9 5.2 2.0 2.6 4.8 5.6 3.6 Source: Bloomberg and Brasil Plural Research Brasil Plural Equity Research | 6 Healthcare | Roadmap for Consolidation June 13, 2013 Roadmap for Consolidation The next round of the consolidation of drug retailers in Brazil is ongoing -- recent moves outside the country have blurred the line that divides retail and distribution on a global scale, and the entry of CVS in Brazil indicates more moves ahead. We thus evaluate the drug retailers balancing a more fundamental analysis, as well as the strategic value of assets in a possible consolidation process. In addition to secular growth drivers for the industry and how each of the players are positioned to benefit from this growth potential, we also take into account a more strategic approach on what will be their role in the final round of consolidation. In our view, the key variable metrics that will drive long-term value for drug retail stocks are: Footprint: The geographic exposure of companies will be an important value driver for drug retailers, both in terms of fundamentals and attractiveness in the consolidation process. In the case of fundamentals, we believe that the footprint will influence in each company’s organic growth and value as an acquisition target. From the consolidation standpoint, we believe that the overall footprint will define the appeal of the asset for the international players that want to have a sizeable operation in Brazil. Scale: Drug retail is a scale business, and the bigger the sales, the greater the bargaining power and the greater the possibility to go direct or squeeze distributors. The drug market in Brazil has regulated prices, but large retail chains buy at higher discounts than small, independent mom and pop stores, giving them a competitive edge that will become more evident as the drug retail market becomes more formal. As a result, we believe that scale will be an important driver for gross margin and potential growth. Competitive Pressure: Relates to each player’s geographic exposure and the level of concentration of the retailers in any given region, as well as the market positioning more towards the top or the bottom of the social-economic pyramid. In our view, competitive pressure will drive each company’s pricing power, and companies with large scale and lower competitive pressures will be able to operate with higher gross margins. Sales Mix: Arguably the main driver for gross margin of drug retailers, as margins vary significantly among the different product categories. Despite relatively lower prices, generics present much higher margin than branded and OTC products, as drugstore chains don’t have to carry all the brands on their shelves and sales depend on the suggestion of the pharmacist and the sales clerk. As a result, the gross margin from generics is more than double the margin of the other products, and the dollar contribution per sale may be higher than branded products, despite the lower price (see Chart 92, page 51). Operating performance: Relates to best practices in retail operations and plays an important role in SSS growth and EBITDA margin of the companies. In our view, companies that are more integrated will have higher strategic value and would likely earn a premium in the final round of consolidation. Balance sheet: in our view, a strong balance sheet is crucial to take advantage of the consolidation and organic growth opportunities that still exist in the market. Quality of management: Helps minimize execution risks. In Chart 8, we compare the three companies we cover plus three other important players according to key industry drivers mentioned above, ordered by relevance for future growth. Brasil Plural Equity Research | 7 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 8: Order of Preference According to Key Industry Drivers Source: Brasil Plural Research. Excellent Satisfactory Weak PFRM3: The New Kid on the Block; Still Valued as a Distributor Profarma is the only drug distribution and retail company that still retains some significant discount to intrinsic valuation. The company lags behind peers in many of the key value drivers for the drug retail industry. However, it is telling signs that it is moving to “next frontier thinking” while it is still regarded by The Street as saddled with yesterday’s problems, which helps justify the company’s cheap valuation. Profarma still ranks low in our selected industry drivers, as the company just entered the retail market -- ranking a lackluster fifth. The main obstacles for Profarma’s positioning are: 1) its limited footprint, 2) the high competitive pressure in Rio de Janeiro; 3) its low operating performance; and 4) a leveraged balance sheet. Yet, Profarma’s positioning should improve significantly as it promotes the turnaround in Drogasmil operations and continue with its consolidation strategy. In our view, Profarma’s relationship with small drugstore chains and mom and pop shops on the distribution side gives the company an advantage to look for potential acquisition targets, and the integration of distribution and retail could lead to additional gains in operations as the company can rationalize its working capital requirements. However, the company continues to trade at a discounted valuation, dragged down by the low stock liquidity and its challenged distribution business. Even though we see some important execution risks, we believe Profarma is trading well below its intrinsic value, and risk-reward is skewed to the upside. Finally, we believe that the valuation gap to peers should narrow with increased stock liquidity following a potential equity offering to fund any additional acquisitions and would help improve Profarma’s balance sheet. Brasil Plural Equity Research | 8 Healthcare | Roadmap for Consolidation June 13, 2013 RADL3 Stands Out as the Best Asset in the Country Raia Drogasil’s current valuation reflects its premium position and balanced riskreward, particularly from a pure intrinsic valuation standpoint. The main question is whether it will be up for sale in the final consolidation round. We rank Raia Drogasil as “best in class” in terms of balance sheet and quality of management, which in our view will allow the company to take advantage of the national consolidation process. Raia Drogasil stands to improve its footprint, scale and operating performance even further, and reinforce its position as the most attractive asset in the next consolidation round of the Brazilian market. Its current valuation already reflects the quality of the asset, and we think that the company would trade above current multiples as an acquisition target in a tender offer to minority shareholders. In our view, any potential acquirer would have to offer a significant premium to Raia Drogasil’s market value to convince the controlling shareholders to sell. At the estimated valuation paid by CVS in the acquisition of Onofre in January 2013 (20x EV/EBITDA – see Chart 12, page 11), we are not sure that Raia Drogasil’s controlling shareholders would consider selling the company. BPHA3: A True Consolidation Play, but Integration Is a Risk A potential deal for Brasil Pharma would be just the thing for BTG, which created the company as an M&A play. However, it would have to wait for the full exit of original founding families that became small shareholders of Brasil Pharma and until integration progresses further. The company also trades close to its intrinsic value, but current valuation embeds additional execution risks, related to the quality of the regional assets. We view Brasil Pharma as the natural consolidation play in Brazil. Since its inception, the company was created to be a consolidator, focusing on building a strong platform in the less competitive regions of Brazil. BTG molded it to be a good fit for any potential player, and succeeded in building the regional platforms which bodes well in terms of footprint. That said, the company still lacks a consistent presence in the Southeast, where it currently operates through the Farmais franchisee brand. In our view, a store network in the Southeast would provide the company greater scale and firepower to negotiate with suppliers and distributors. This takes away critical mass, which we believe can be addressed through the buyout of the franchisees. Due to its higher concentration in the North/Northeast, we rank Brasil Pharma as the drug retail chain that enjoys the most favorable competitive environment, presenting the highest gross margin among the listed peers. Despite the leadership position in its dominant regions, the quality of the assets acquired by Brasil Pharma varies significantly, taking a toll on the company’s consolidated EBITDA margins (5.4% in 2012 vs. 5.8% for Raia Drogasil), offsetting the high gross margin (30.5% in 2012 vs. 26.7% for Raia Drogasil). As a result, the company ranks low in terms of operating performance. Finally, we believe that management has proven M&A execution capability. However, the acquisitions have increased the company’s leverage and we still need more evidence about management’s skill in extracting synergies from the integration. We still lack visibility on the long-term margin potential as results still show a lot of non-recurring effects related to the integration process. Private and Off the Radar Companies Complete Our List The drug retail industry still encompasses a number of unlisted companies or companies with very weak ties to capital markets that are off the radar of investors. In our list, we also evaluate some of the more prominent names, namely DPSP, Pague Menos, and Dimed/Panvel. DPSP and Pague Menos rank among the top four drug retail groups in Brazil, with very sound operations. In our view, DPSP is the only company that rivals Raia Drogasil in terms of quality of assets. However, the company is currently undergoing a major integration and restructuring after Drogaria São Paulo (the largest drug retailer in Brazil wealthiest Brasil Plural Equity Research | 9 Healthcare | Roadmap for Consolidation June 13, 2013 state) merged with Pacheco (the largest one in Rio de Janeiro) to form DPSP. As a result, the family run company is focused inward and not looking for new M&A opportunities nor to go public. We believe that once the integration is settled – a two to-three year process – the company will explore an IPO. Chart 9: DPSP Operating and Financial Highlights Drogaria Pacheco São Paulo (Drug Retailer) (R$million) Stores (#) Gross Sales Monthly Sales per Store (R$'000) Gross Profit Gross Margin SG&A EBITDA EBITDA Margin Net Income Net Margin 2012 708 4,975 586 1,349 27.1% 1,057 288 5.8% 151 3.0% 2011 691 4,452 537 1,109 24.9% 912 197 4.4% 82 1.8% YoY% 2.5% 11.7% 9.1% 21.7% 2.2pp 15.9% 46.5% 1.4pp 83.2% 1.2pp Source: Company data and Brasil Plural Research Pague Menos, the only player with a true nationwide footprint, tried to go public in 2012. It boasts very good operations and has presented strong growth over the past few years, backed by an aggressive and well executed store opening plan that focus exclusively on organic growth. During the pilot fishing for the IPO, investors showed concerns with the corporate structure and potential succession issues, as well as with fiscal incentives granted by the government of Ceará state. Moreover, market conditions soured and the reception from investors was cold, which forced the company to shelve its IPO plans. In any case, we believe that Pague Menos will resume its IPO once market conditions improve. Chart 10: Pague Menos Operating and Financial Highlights Dimed (Drug Retailer and Distributor) (R$million) Stores (#) Gross Sales Monthly Sales per Store (R$'000) Gross Profit Gross Margin SG&A EBITDA EBITDA Margin Net Income Net Margin 2012 292 1,646 470 343 20.8% 274 76 4.6% 47 2.9% 2011 284 1,469 431 290 19.8% 233 64 4.4% 37 2.5% YoY% 2.8% 12.0% 9.0% 18.0% 1.1pp 17.5% 18.4% 0.2pp 25.9% 0.3pp Source: Company data and Brasil Plural Research Brasil Plural Equity Research | 10 Healthcare | Roadmap for Consolidation June 13, 2013 Finally, the retail/integrated player Panvel, which operates in the South of Brazil, is the only retailer not under our coverage that trades on the Bovespa. The company has a R$1.1 billion market cap with a low free float of R$498 million and a dual share class capital structure, which reflects on the company’s thin average daily volume of R$350,000 for voting shares (PNVL3) and R$150,000 for the non-voting shares (PNVL4). Even though Panvel is an important player in the South of Brazil, its founding shareholders and private equity shareholders have pretty much kept the company off the radar of the capital markets and do not seem inclined to participate in the consolidation process. Chart 11: Panvel/Dimed Operating and Financial Highlights Pague Menos (Drug Retailer) (R$million) Stores (#) Gross Sales Monthly Sales per Store (R$'000) Gross Profit Gross Margin SG&A EBITDA EBITDA Margin Net Income Net Margin 2012 585 3,249 463 909 28.0% 700 247 7.6% 107 3.3% 2011 489 2,875 490 718 25.0% 507 232 8.1% 109 3.8% YoY% 19.6% 13.0% -5.5% 26.6% 3.0pp 38.1% 6.4% -0.5pp -1.6% -0.5pp Source: Company data and Brasil Plural Research Standing on the Shoulders of Giants The acquisition of Onofre by CVS may be only the tip of the iceberg, as global players seek diversification beyond mature markets. In December 2012, CVS announced the acquisition of Onofre, a 60-store chain with operations concentrated in the city of São Paulo, but with presence in Rio de Janeiro, Minas Gerais, Espírito Santo and Rio Grande do Sul. Technically, CVS was not the first international player to make the move into Brazil -- Chileans and Mexicans tried to enter the Brazilian market in the past without success, and German integrated player Celesio acquired distribution company Panarello. However, the entrance of CVS will take the recent consolidation one step further as the company has much more firepower to carry on the consolidation of the market, and it could anticipate the entry of other contenders in search of scarce sizeable assets, looking for strong secular growth drivers of the Brazilian market. Chart 12: CVS Paid a Toll to Enter in Brazil According to local newswires, CVS paid 25x EV/EBITDA or Onofre, including the online business. We assume a normalized multiple of 20x for the pure retail operations. Source: Brazilian Press and Brasil Plural Research Brasil Plural Equity Research | 11 Healthcare | Roadmap for Consolidation June 13, 2013 Despite its symbolic importance, Onofre is a relatively small asset, with an estimated R$450 million in sales and operations concentrated in prime areas in the city of São Paulo. Nonetheless, we believe that CVS is testing the waters and this deal was only a prelude before it makes a bolder move into Brazil. In our view, if CVS wants to further increase its operations in the country, it will continue to do so via acquisitions, due to the difficulties in finding available retail locations and in coping with the complex cross-state tax structure. Moreover, we believe that the next move will be far more relevant, as we believe that CVS would likely seek a more diversified operation to gain critical mass in the country. Chart 13: CVS Snapshot Chart 14: Onofre Snapshot Source: CVS and Brasil Plural Research Source: Company data, ABRAFARMA and Brasil Plural Research CVS was the first mover, but we would not rule out other players from joining the party in Brazil. As a matter fact, Alliance Boots had been wooing local players in the Brazilian market for a long time -- long before it was acquired by Walgreens -- and we believe that it may be used as the vehicle for Walgreens to enter the Brazilian market. Another potential contender to enter the retail market is Celesio, which set foot in the distribution segment. For some time, we believed that Celesio would not be looking at retail as it had the chance to acquire Brasil Pharma before the company went public, but passed on it. However, as the integration of the operations move along, Celesio may reconsider or analyze other opportunities. CADE should not be a major concern. CADE has approved all recent deals in Brazil as the market remains largely fragmented, with the national market share of the largest players standing below 10% on a standalone basis and less than 20% in some of the most important markets, such as São Paulo. Altogether, the top four retailers in Brazil hold approximately 30% of the market, which compares to 85% held by CVS, Walgreens and Rite Aid in the US. As a result, we think there’s still room for consolidation as we believe that CADE’s radar for market concentration would only activate after any single player eclipses 50% market share. Given CADE’s recent requirements for other industries -- i.e. consumer electronics & hardline retail, healthcare and education -- we believe that the only drawback in the consolidation process would be regional concentration, as CADE has been picking on healthcare and education companies in some of the recent deals. In any case, we believe this would not prevent the consolidation of the drug retail industry on a higher level. The only caveat that we foresee for the widespread entry of international players is regulation. The drug retail market in Brazil is regulated by ANVISA, the National Health Surveillance Agency, and we would place Brazil in between Europe and the US in terms the regulation of the drug retail industry. Although drugstore operators in Brazil need a special license and a full-time pharmacist during all store operating hours, there are no restrictions for the expansion of drugstore chains in the country, as long as the market share concentration does not raise any flags at CADE. However, drugstores in Brazil are only allowed to sell prescription drugs, OTC, CFT and other health-related products, Brasil Plural Equity Research | 12 Healthcare | Roadmap for Consolidation June 13, 2013 such as medical devices and nutritional supplements. Unlike the US, where drugstores have converged to a convenience store model, in Brazil they can only sell health and personal care related products. Despite the restrictions imposed by ANVISA, some of the players have obtained injunctions from local courts that have liberated them to sell snack foods -- such as cookies and crackers, chocolates, candy, ice cream, sodas -- and even other types of products, including home appliances and toys. However, we do not believe that ANVISA will change its limitations in the short term, thus making it difficult for US players like CVS to replicate their convenience store model in Brazil. Chart 15: Products Allowed by ANVISA Medicine Medi ci na l products s ubject to s peci a l control a nd not s ubject to control , medi ci na l pl a nts , herba l drugs , homeopa thi c drugs prepa red a nd not prepa red i n the pha rma cy; ca teri ng of pha rma ceuti ca l s ervi ces . CF&T Food Other Cosmetics, perfumes, toiletries and related products. Foods tuff for: di ets wi th res tri cted nutri ents , control l ed i nta ke of nutri ents , s peci fi c popul a ti on groups (i .e. el derl y, chi l dren). Vi ta mi ns or mi nera l s , i s ol a ted or a s s oci a ted wi th ea ch other. Ba by bottl es , di a pers , pa ci fi ers , ni ppl e s hi el ds na i l fi l es , cl i ppers , na i l cl i ppers , na i l s ti cks , cuti cl e pus hers , combs , brus hes , ca ps for ba thi ng, s ha vi ng bl a des a nd ra zors . Source: ANVISA and Brasil Plural Research Consolidation Through a Looking Glass From a more micro standpoint, Brazilian drug retail took a big leap over the past few years, undergoing a fast consolidation and formalization process. In 2007, Drogasil became the first drug retailer in the country to drive investor’s attention when it completed an offering that repositioned the company in the equity capital markets, increasing its stock liquidity and the visibility of the industry. Drogasil’s “re-IPO” was followed by Raia’s IPO in the end of 2009, when the company raised money to improve its capital structure and speed up its expansion boom. In the meantime, the private equity arm of the Brazilian finance group BTG created Brasil Pharma, which was set up to be the main consolidator of the market outside the Southeast region of Brazil, acquiring operations in the North/Northeast, South and Mid-West. However, the most transformational deals happened after the IPO breakthrough, with the merger of four of the top five players into two. The first merger brought together Drogaria São Paulo, the largest player in São Paulo, and Pacheco, the largest player in Rio, and was announced in August 2011. The second brought together Raia and Drogasil, creating the new national leader and the largest drug retailer in São Paulo, with 20% market share and presence in other 11 states in the Southeast, South and Mid-West of Brazil. Chart 16: Local M&A Happened Fast…. 12 deals in less than 3 years Buyer CVS Va l e Verde Profa rma Profa rma Bra s i l Pha rma Bra s i l Pha rma D. Sã o Pa ul o Droga s i l Bra s i l Pha rma Bra s i l Pha rma Bra s i l Pha rma D. Sã o Pa ul o Bra s i l Pha rma Pa checo Target Value Paid Stake Valuation Date Onofre Senador Tamoio Casa Saba Sant'Ana Big Ben Pacheco Raia Mais Economica Guararapes Rosário Drogão Farmais Sta. Marta R$670mn N/A R$43mn R$87mn R$497mn R$454mn Share-Swap Share-Swap N/A N/A N/A N/A R$9 mn N/A 80% N/A 50% 100% 100% 100% Merger Merger N/A N/A 40% N/A 100% N/A 20x EBITDA N/A 7.5x Fw. EBITDA N/A 8.5x Fw. EBITDA 8.3x Fw. EBITDA N/A N/A N/A N/A N/A N/A N/A N/A Feb-13 May-12 Jan-13 Jan-13 Feb-12 Nov-11 Aug-11 Jul-11 Mar-11 Oct-10 Jul-10 Jun-10 Sep-09 May-05 Source: Companies, local newswires and Brasil Plural Research Brasil Plural Equity Research | 13 Healthcare | Roadmap for Consolidation June 13, 2013 While we wait for the global players to make bigger moves, the consolidation of the smaller chains should continue. At this point, we don’t question whether the international players will have an important role in the final consolidation of the Brazilian market: they will. However, the timing is still uncertain. In the meantime, we expect local players to continue their expansion within Brazil, through a mix of organic growth and smaller acquisitions. Some of the largest players such as Raia Drogasil, DPSP and Brasil Pharma are now involved in their own integration processes in the wake of transformational deals that happened in the last two years, and in delivering on their organic growth plans. As a result, we believe they would only make opportunistic acquisitions until they complete their integration. Others, like Pague Menos, prefer to keep on growing organically by gaining market share from the independent mom and pop shops which lost part of their competitive advantage due to measures taken by the government to fight tax evasion and enhance the reliability of pharmaceutical products by the phasing out of similar products. Among the measures to fight tax evasion were the tax substitution system (in 2008, the Brazilian IRS started to charge VAT tax at the supplier level instead of retail) and the electronic invoicing system. This scenario bodes well for Profarma, and we believe the company will enjoy a sweet spot to carry on its new strategy to increase its retail operations through consolidation. 100% Avg. Monthly Sales (R$'000) 88% 75% 40% 38% 40% 20% 25% 20% 60% 62% 60% 100% 80% 50% 80% Small chains and independent players should keep on the consolidation wave until global players make their moves or intrachain M&A start to appear. 13% Cummulative Mkt. Share (R$) 100% 0% 0% Cat. 1 Cat. 2 Cat. 3 Cat. 4 Cat. 5 Cat. 6 Cat. 7 Cat. 8 R$1,267 R$592 R$377 R$237 R$134 R$70 R$35 R$10 Mkt. Share (R$) Cummulative Mkt. Share (#Stores) Chart 17: Plenty of Room Left for Potential Consolidation of Smaller Players Mkt. Share (#Stores) Source: Brasil Pharma/IMS and Brasil Plural Research Can Profarma Be the Next Consolidator? Profarma will enjoy a sweet spot to achieve some critical mass in the retail segment as the large players focus on integrating their operations. In our view, there’s still room for Profarma to consolidate smaller players outside the state of Rio de Janeiro, and the acquisitions of Tamoio and Drogasmil/Farmalife serve as good indicators that the company is up for it. As the large players focus on integrating their operations, we believe that Profarma is in a good position to carry on this consolidation -- as it is present in all regions in Brazil and it has a direct relationship with about 50% of the drugstores in the country, which we believe grants the company a head start to identify potential acquisition opportunities. In the table below we list a few of the remaining assets that we view as potential targets. Brasil Plural Equity Research | 14 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 18: Profarma’s Sweet Spot – Potential Acquisition Targets and Current Footprint Target Region Stores Droga ri a Ara ujo MG 110 Droga l SP 90 Fa rma Ponte SP 76 Drogã o Super SP 61 Indi a na MG 60 Droga Verde SP 52 Extra fa rma NE 39 Fa rma ci a Sa nta Luci a PR 32 Droga ri a s Angel i ca AM 24 Droga Li der MG 24 Droga ri a Mi na s Bra s i l MG 24 Droga Fa rma SP 23 Droga ri a Vena nci o RJ/SP 22 A Nos s a Droga ri a RJ 20 Distribution Center/Service Service Distribution Center/Service + Retail Outlets Source: ESPICOM, Profarma and Brasil Plural Research The main question is whether Profarma will be able to find good assets at accretive prices, as it trades at low multiples. In our view, the recent track record is positive, but may not be the benchmark for deals to come. In the case of Tamoio, Profarma paid 7.5x EV/EBTIDA for 50% of the business with a call option to buy the remaining 50% at the same multiple, which is line with Profarma’s own trading multiple (see chart 20). For Drogasmil, the valuation paid was not based on EV/EBITDA, as its operations were under distress with nearly zero EBITDA. However, if we consider the R$1.0 million price per store, we view it as accretive as Drogasmil had very good locations in the city of Rio de Janeiro, where retail rent space is scarce and expensive (see Chart 19). On the other hand, valuation could be an issue for the next deals after CVS paid an estimated 20x EV/EBITDA for Onofre as we believe that Profarma may have to up the ante to complete the next acquisitions. Chart 19: Drogasmil Snapshot Chart 20: Tamoio Snapshot Brands Brands Region Stores Gross Sales (2011A) 9M12 YoY Gross Sale Growth Gross Sales YoY Growth YE13E EBITDA Margin 9M12 EBITDA Margin 2013E Past EBITDA Mg. EV (R$mn) EV/Sales EV/Stores (R$mn) RJ 85 R$333mn -10.0% 15% ~0% 3.2% 6.5%-5.5% 87 0.3x 1.0 Source: Company data and Brasil Plural Research Region Stores 2012 Stores (CAGR '10-12) Gross Sales 2012 Sales (CAGR '10-12) SSS (2012) SSS (2011) EBITDA Margin EV (R$mn) EV/Sales EV/EBITDA EV/Stores (R$mn) RJ 57 16% R$312.3mn 19.8% 8% 11% 5% 117 0.4x 7.5 2.3 Source: Company data and Brasil Plural Research Brasil Plural Equity Research | 15 Healthcare | Roadmap for Consolidation June 13, 2013 Profarma will have to be capitalized if it is serious about its strategy to take advantage of this opportunity to consolidate the market. According to our estimates, Profarma’s net debt to EBITDA should peak at nearly 4.0x by YE2013 (chart 21), following the acquisitions of Drogasmil and Tamoio, assuming that the company will exercise its call option to acquire the remaining 50% of Tamoio. The company has recently raised R$200 million in local bonds to fund these acquisitions. Even though Profarma is still running below the agreed 5.5x net debt to EBITDA covenant in the recently issued bond, we believe that its capital structure will be a limitation for additional acquisitions. We thus believe that it will be crucial for Profarma to do a follow on offering to improve its capital structure to take advantage of the consolidation window. If that is the case, we believe that there could be a positive effect on the stock liquidity (chart 22). 25% 18 16 14 12 10 8 6 4 2 0 20% 15% 10% 5% Source: Company data and Brasil Plural Research; *Disregarding any share offering Free Float Nov-12 May-13 Nov-11 May-12 Nov-10 May-11 Nov-09 54% 3.8x May-10 63% 2.6x Nov-08 Debt/Equity [a/b] Net Debt/EBITDA [a/c] May-09 0% Value Traded (R$million) Chart 22: A Follow-On Could Boost ADTV Free Float (%) Chart 21: Profarma’s Capital Structure LTM 2013E* Net Debt [a] 240 432 Gross Debt 359 540 Cash 119 109 Equity [b] 569 993 EBITDA [c] 91 112 ADTV (R$million) Source: Company data and Brasil Plural Research; ADTV = average daily traded volume Global Trends: Moving Towards an Integrated Model The US Segregated Model vs. the European Integrated Model: which will prevail in Brazil? The European and the US drug retail markets maintain some distinct characteristics, which we believe will influence the appetite of the international players when they look into expanding into new markets in general and more specifically into Brazil. In the case of Europe, we view regulation as an important barrier for the expansion of drug retail conglomerates, as many countries still prevent the creation of drugstore chains. However, the integration of retail and distribution is already in place, with Alliance Boots in the UK and Celesio in Germany as the primary examples. In the US, on the other hand, the consolidation of the drug retail business started in the 90’s, independently from the distribution business, and drugstores became a convenience store, carrying a wide array of products -- including food, beverages, small appliances and household cleaning products. The consolidation of the US drug retail market happened in tandem with the migration from the “buy and hold” model to “fee for service”, as stronger retailers demanded less working capital financing and higher discounts from distributors and the pharmaceutical industry. Brasil Plural Equity Research | 16 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 23: Contrasting Dynamics in the US and European Pharma Industries USA EUROPE Integrated Model is a Possible a Reality RETAIL AND DISTRIBUTION RELATIONSHIP Integrated Model is Common Dru gsto re Drugstore Dru gsto re Drugstore Dru gsto re Dru gsto re Distribution Retail Distribution Retail Dru gsto re Dru gsto re Flexible Appropriate licenses to open drugstores are required , but quite accessible to entrepreneurs REGULATION Stringent, Varying by Country Opening of new pharmacies is highly regulated Vertical integration is a key trend, though closely watched Unconstrained, Drugstores are Convenience Outlets Pharmacies are free to sell a wide assortment from drugs to foodstuff ASSORTMENT IN PHARMACIES Limited, Varying by Country As most drugstores are owned by pharmacists, CF&T and beauty products are still only starting to build up Source: Brasil Plural Research Chart 24: Distribution Models Concepts Buy-and-Hold DISTRIBUTION MODEL Fee-for-Service Distributors fund working capital needs Distributors operate as a logistics of retailers. Drug wholesalers are allowed solutions provider, and do not engage in to purchase from manufacturers more inventory/WC management for the products than required to meet customer industry or the retailer. Wholesalers needs. With this, wholesalers engage in agrees to reduce or eliminate forward forward buying to maximize profits, buying of a manufacturer's products in where they intentionally and actively return for a fee structure or payment strive to maintain higher inventory levels from the manufacturer. This offsets part at current prices to take advantage when of the wholesaler's profitability loss from price adjustments take place. the discontinuation of forward buying. Source: Brasil Plural Research We now have one player from each of those markets in Brazil, still with a relatively small market share – Celesio on the distribution side and CVS in retail. We believe it is still early to picture which model will prevail in Brazil, but some recent events may help shed some light on the direction that the market is going, pointing at the integrated model. First, the association of drug retailer Walgreens and drug distributor AmerisourceBergen in the US may indicate some changes toward the European model of integration. Secondly, Profarma’s move into retail may also point to an integrated model in Brazil, which may be ignited further if Celesio decides to replicate its European model and enter in retail in Brazil. # Stores Cash Conversion Cycle 10 1,000 # Stores Jan-12 Jan-11 Jan-10 0 Jan-09 0 Cash Conversion Cycle (days) 20 2,000 Jan-08 Jan-12 Jan-11 Jan-10 Jan-09 Jan-08 Jan-07 Jan-06 Jan-05 Jan-04 0 30 3,000 Jan-07 10 40 4,000 Jan-06 20 50 5,000 Jan-05 30 60 6,000 Jan-04 40 70 7,000 Jan-03 50 8,000 Jan-02 60 # Stores 70 Cash Conversion Cycle (days) 9,000 8,000 7,000 6,000 5,000 4,000 3,000 2,000 1,000 0 Jan-03 # Stores Chart 25: US Drugstores Demanded Lower Cash Cycle Funding as They Consolidated Cash Conversion Cycle Source: Companies data and Brasil Plural Research We believe that the development of a hybrid model was a good move and may bring additional gains in working capital. Unlike the US market, Brazil still operates predominately under the “buy and hold” model as the market is fragmented and the small mom and pop drugstores depend on the distribution companies to fund their working capital needs. The recent concentration started to change this as large drugstore chains have more firepower to fund their own working capital needs and Brasil Plural Equity Research | 17 Healthcare | Roadmap for Consolidation June 13, 2013 prefer to squeeze distributor margins or go direct to the pharmaceutical industry to improve margins rather than financing their working capital needs. In any case, margins for both retailers and distributors are still thin, and working capital needs are relatively high. As a result, cash cycle management is crucial to assure sufficient returns in the business. In our view, the hybrid model can help to bring the working capital in the retail business to a more optimal level. This is the case for Celesio, which boasts a lower cash conversion cycle when compared to Walgreens and CVS (chart 26). As a result, we believe that Profarma can present better cash cycle in the retail business than peers Raia Drogasil and Brasil Pharma, due to the synergies with its distribution business (chart 27). Chart 27: Potential Gains for Profarma 80 CVS Walgreens Source: Companies and Brasil Plural Research Celesio 20 Raia Drogasil Profarma Jan-12 10 Jan-11 Jan-12 Jan-11 Jan-10 Jan-09 Jan-08 Jan-07 Jan-06 Jan-05 Jan-04 Jan-03 10 Profarma: distribution only 30 Jan-10 20 40 Jan-09 30 50 Jan-08 40 60 Jan-07 50 70 Jan-06 60 Jan-05 Cash Conversion Cycle (days) 70 Jan-02 Cash Conversion Cycle (days) Chart 26: Integrated Is More Efficient Brasil Pharma Source: Companies and Brasil Plural Research Brasil Plural Equity Research | 18 Healthcare | Roadmap for Consolidation June 13, 2013 Valuation Earnings Outlook and Intrinsic Valuation We derive our base case price targets for drug retailers using a DCF methodology. The inputs and assumptions informing our DCFs are all provided explicitly in each company’s valuation section, so we won’t detail in text what the reader can more easily review in the exhibits. Nonetheless, it is important to note that our assumptions take into account the key value drivers that we discuss in the Investment Summary section of this report. From our perspective, key value drivers for the drug retail industry translates into four main metrics in our models: store openings, gross margins, SG&A dilution, and working capital. Chart 28: Store Openings, Gross Margins, SG&A Dilution and Cash Cycle Management Are the Main Drivers Footprint Store Openings Scale Gross Margins Competitive Pressure Sales Mix Operating Performance SG&A Dilution Cash Cycle Management Quality of Management Source: Brasil Plural Research From a top-down perspective, we believe that drug retailers will keep on benefitting from the strong secular growth drivers in Brazil, namely: 1) the aging of the population; 2) the increase in the number of emerging consumers; 3) an increase in the disposable income of the population as a whole; and 4) the increase in the sale of generics. Aside from that, we believe that consolidation will continue to play an important role and drive store openings, as large retailers gain share over smaller chains and mom and pop stores. We do not bake into our numbers the underlying value in the case of an M&A, which we believe could happen for any of the companies in our coverage. However, we assess the potential control premium in our bull scenario analyses (see charts 36, 39, and 42, pages 23, 25 and 27). Below we describe our views on the most important metrics in our models: Store openings: our general view for the industry is that listed drug retailers will gain share from informal players. The main store opening driver for Raia Drogasil and Brasil Pharma will be organic growth, as they are focusing on the their integration processes. In our view, Raia Drogasil and Brasil Pharma are on track to deliver on the guided organic growth of 130 and 100 store openings per year, respectively, starting as of 2014. As they focus on organic growth, Profarma will have the opportunity to complete new acquisitions and reach the intended number of 500 stores by YE15. In order to achieve this goal, we assume two large acquisitions of 155 stores each, plus the organic growth of 20 stores per year, which was the store opening run rate of Tamoio. Brasil Plural Equity Research | 19 Healthcare | Roadmap for Consolidation June 13, 2013 350 300 300 250 200 125 150 100 130 130 100 88 70 50 50 350 326 300 250 200 150 100 100 70 100 52 42 50 0 40 0 2012A 2013E 2014E 2015E 2016E 2017E 2018E Store Openings Stores Acquired Number of Stores 350 Number of Stores Number of Stores Chart 29: PFRM to be the Next Consolidator; RADL and BPHA to Grow Organically 250 175 200 175 147 150 100 50 0 20 20 20 0 2012A 2013E 2014E 2015E 2016E 2017E 2018E Store Openings Stores Acquired 2012A 2013E 2014E 2015E 2016E 2017E 2018E Store Openings Stores Acquired Source: Companies and Brasil Plural Research Gross margins: we take a conservative stance and do not forecast significant gains in gross margins. We expect annual price increases to continue to represent a potential margin booster in the second quarter of every year. On the other hand, we expect a positive impact from scale gains and an increasing share of generics in the sales mix to be offset by more intense price competition. Over the past three years, drug retailers and distributors gained on average 150bps in their gross margins, which we find low given the big scale gains that they achieved. In our view, the scale gain was offset by the increasing competitive pressure in the Southeast and in other regions. As a result, we expect Raia Drogasil and Brasil Pharma’s margins to remain flat at around 27% and 30% of gross revenues, respectively. However, we view a higher downside risk to Brasil Pharma’s margins, as they are currently in regions with relatively lower competitive pressure but competition has been stepping up. For Profarma, we expect margins to increase to 12.4% of gross revenues by 2015, up from 5.4% in 2012, as the share of retail increases to 32% of sales. Gross Margin - % of Gross Sales Chart 30: We Expect Gross Margins to Remain Flat; PFRM3 to Benefit from Retail 35.0% 30.0% 25.0% 40% Distribution (9.7% margin) 60% Retail (26.9% margin) 20.0% 15.0% 100% Distribution 0% Retail 10.0% 5.0% 0.0% 2012A 2013E Profarma 2014E 2015E 2016E Brasil Pharma 2017E 2018E Raia Drogasil Source: Companies and Brasil Plural Research SG&A dilution: these are the lines that embed the greatest potential for synergies stemming from recent organic growth consolidation moves. However, the capacity to capture these potential synergies is directly related to the quality of management and can be overshadowed by stepped up competition. Over the past three years, selling expenses have scaled up 320bps to 17.6% of gross sales, pressured by increases in rent and labor costs, and by the increase in the share of the non-mature store base and pre-operating expenses related to the opening of new stores. In our view, selling expenses should stabilize scale back to 17.4% of gross sales until 2017, but still higher than 15.8% in 2010 as store costs have increased ahead of inflation. For G&A, we expect more dilution opportunity as integration moves along, particularly for Brasil Pharma, which comes from a much higher base on the back of its hefty regional structure. In any case, we expect overall SG&A expenses to become less volatile as non-recurring expenses related to the merger moves wane. For Profarma, we expect the recent ramp up in G&A to Brasil Plural Equity Research | 20 Healthcare | Roadmap for Consolidation June 13, 2013 continue to pressure EBITDA margin in the distribution business. However, we expect the consolidated EBITDA margin to increase to 4.3% in 2017, up from 2.4% in 2012, as it rolls out its retail strategy and the business reaches 58% of EBITDA. 22.0% G&A Expenses- % of Gross Sales Selling Expenses- % of Gross Sales Chart 31: We Remain Cautious About Pricing in Potential Synergies at the SG&A Level 17.0% 12.0% 7.0% 2.0% -3.0% 2012A 2013E 2014E 2015E 2016E 2017E 2018E 8.0% 7.0% 6.0% 5.0% 4.0% 3.0% 2.0% 1.0% 0.0% 2012A Profarma Brasil Pharma Raia Drogasil 2013E Profarma 2014E 2015E 2016E Brasil Pharma 2017E 2018E Raia Drogasil Source: Companies and Brasil Plural Research Cash cycle management: the drug retail and distribution low margins make cash cycle crucial to determining shareholder returns. In our view, the opportunity lies in potential synergies from retail and distribution integrated model. The average cash cycle for drug retailers has been 55 days over the past three years. During this period, Raia Drogasil has seen the cash cycle worsen by 35 days after Raia raised funds through its IPO and reduced the number of days of suppliers in exchange for better procurement discounts. Brasil Pharma, on the other hand, presents 65 days as it is still performing the integration of the acquired assets. In the case of Profarma, the company has managed to reduce its cash cycle by about one or two days every year. However, we believe that there is potential to further reduce its cash cycle as it integrates its retail and distribution operations (chart 32). Chart 32: Profarma Should Benefit From Potential Gains Stemming From Distribution + Retail model 2,000 40 0 20 -1,000 -2,000 0 2009 2010 2011E 2012E 2013E 2014E 2015E Total WC Inventories Receivables Payables Cash Cycle (days) 60 1,000 40 0 20 -1,000 3,000 -2,000 0 2012A 2013E 2014E 2015E 2016E 2017E 2018E Total WC Inventories Receivables Payables Cash Cycle (days) 80 2,000 60 1,000 40 0 20 -1,000 -2,000 0 2012A 2013E 2014E 2015E 2016E 2017E 2018E Total WC Inventories Receivables Payables Cash Cycle (days) Source: Companies and Brasil Plural Research Intrinsic Value Debate: Assessing the Value of Synergies Potential synergies from past M&A moves continue to drive the underlying value of drug retail assets in the form of gross margin accretion and SG&A dilution. The longcoveted synergy benefits that should arise from larger chains are still not currently present in reported figures, mainly as a result of several integration hurdles. However, we believe synergies from larger platforms may surface once integration is behinds us. From our perspective, the main synergies should materialize as improvements in: (a) gross margin, through procurement gains, enhanced trade marketing, and richer sales mix; and (b) SG&A dilution, driven by footprint optimization and fixed-cost dilution. We incorporate partial synergies into our Raia Drogasil and Brasil Pharma models, but the market does not seem to be pricing much into the latter. Our sensitivity analysis shows that Raia Drogasil’s potential gross-margin expansion may be currently being overlooked by us and the market, albeit the inclusion of some SG&A gains (chart 33). On the other hand, the market is pricing zero gross margin synergies in Brasil Pharma, coupled with only limited gains in SG&A, which we see as conservative (chart Brasil Plural Equity Research | 21 Cash Cycle (days) 60 1,000 80 R$mn 3,000 Cash Cycle (days) 80 R$mn R$mn 2,000 Cash Cycle (days) 3,000 Healthcare | Roadmap for Consolidation June 13, 2013 34). For those more bullish with synergy gains, our sensitivity tables also show that in a blue-sky scenario, where most synergies are captured, Raia Drogasil and Brasil Pharma could trade 40% and 30% above our DCF fair-values, respectively. Chart 33: Raia Drogasil – Synergies Sensitivity Table Source: Brasil Plural Research Chart 34: Brasil Pharma - Synergies Sensitivity Table Source: Brasil Plural Research Brasil Plural Equity Research | 22 Healthcare | Roadmap for Consolidation June 13, 2013 Profarma Our DCF valuation for Profarma yields a YE14 target price of R$24 per share. Our model for Profarma yields a 3-yr Fwd revenue CAGR of 18.0%, driven by the acquisition of 310 drugstores and the opening of 20 greenfield stores per year to achieve management’s plan to have 500 stores by the end of 2015. We assume that Profarma raises R$400 million to fund the new acquisitions through a follow on offering, priced at the current market value of R$16.50 per share, resulting in the issuance of 22.2 million shares and a dilution of 40% to current shareholders. We estimate that Profarma’s gross margin climbs to 14% by 2015, boosted by the increase in the share of retail, which will represent 32% of sales. EBITDA margin reaches 3.8% in the same period, with retail contributing with 50% of consolidated EBITDA with an EBITDA margin of 6.0% in retail operations. As a result, we expect a 3-yr EPS CAGR of 54%. Chart 35: Profarma Free Cash Flow Estimates and DCF Valuation (R$ million) FY14E 99.6 (23.9) 75.7 83.1 158.7 (252.6) (148.4) (5.6) FY15E 138.6 (33.3) 105.3 124.4 229.7 (284.8) (127.3) (6.9) FY16E 197.5 (47.4) 150.1 132.4 282.4 (94.3) (27.2) (7.7) FY17E 232.2 (55.7) 176.5 124.3 300.8 (98.0) (63.1) (8.2) FY18E 266.5 (64.0) 202.5 119.3 321.9 (105.6) (65.9) (8.8) FY19E 305.3 (73.3) 232.0 116.7 348.8 (109.5) (69.6) (9.5) FY20E 338.6 (81.3) 257.3 116.1 373.4 (117.9) (74.3) (10.1) FY21E 372.1 (89.3) 282.8 117.4 400.3 (126.8) (79.5) (10.8) FY22E 406.5 (97.6) 309.0 120.6 429.5 (136.3) (80.9) (11.6) FCF YoY (247.9) NM 0 - (189.3) NM 0 (167.5) 153.2 NM 0 120.0 131.5 -14.2% 0 91.2 141.5 7.6% 0 86.8 160.2 13.2% 0 87.0 171.1 6.8% 0 82.3 183.0 7.0% 0 77.9 200.6 9.6% 0 75.6 Present value FCF Discount rate calculation US risk-free rate (10-yr. bond yield) Country risk premium Beta Equity risk premium Devaluation risk Cost of equity After-tax cost of debt Equity as percent of LT financing WACC Perpetuity growth 3.00% 2.00% 1.00 6.5% 3.0% 14.5% 8.4% 75% 13.0% 6.0% PV of cash flow (R$ millions) (-) Net Debt (end 2014) 1,627 327 Equity value (end 2014) Number of shares 1,300 55.5 Liquidity discount 0% TARGET PRICE (in 2014) Current price Upside Perpetuity growth FCF (R$ millions) EBIT (-) Taxes NOPLAT (+) Depreciation and amortization GROSS CASH FLOW (-) Capex (+) Change in WK (-) Minorities 24.00 5.0% 5.5% 6.0% 6.5% 7.0% 12.0% 26.0 28.0 30.0 32.0 35.0 12.5% 23.0 25.0 27.0 29.0 31.0 WACC 13.0% 21.0 23.0 24.0 26.0 27.0 FY23E Perpetuity 443.3 (106.4) 336.9 125.2 462.0 (146.6) (85.6) (12.4) 217.5 8.4% 0 72.5 13.5% 19.0 20.0 22.0 23.0 25.0 3,303.6 0 1,101.6 14.0% 18.0 19.0 20.0 21.0 22.0 24.00 16.50 45% Source: Company data and Brasil Plural Research According to our estimates, the current stock price of R$16.50 is below our bear-case scenario, which excludes new acquisitions in the retail business, dragging down the share of retail to 16% of consolidated sales and 28% of EBITDA by 2015. In our view, the market is still reticent on pricing in the benefits from the integrated model and is also demanding a 25% liquidity discount. Similar to Raia Drogasil and Brasil Pharma, we derive our bull case from Profarma’s potential value in a takeover event. However, unlike Raia Drogasil and Brasil Pharma, we analyze the potential value through a sumof-the-parts methodology. We presume that the retail part will represent 50% of EBITDA by 2015 and will be valued at Raia Drogasil’s 2015E EV/EBITDA multiple of 12x. Then we assume that the distribution business will be valued at Profarma’s current multiple of 7x EV/EBITDA. The sum of the parts results in a fair value of R$35 per share. Chart 36: PFRM3: Market Is Not Pricing the Retail Opportunity YE14 Target Price (R$/share) 40.0 R$35.0 35.0 30.0 25.0 Our bear case excludes new acquisitions in the retail business R$24.0 20.0 Our bull case considers a takeover valuing retail business at 12x EBITDA and distribution at 7x EBITDA 15.0 10.0 5.0 R$19.0 - Base Case Bull Case Bear Case Source: Brasil Plural Research Brasil Plural Equity Research | 23 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 37: Profarma Fact Sheet BALANCE SHEET (R$ million) Total Assets Current assets Cash and equivalents Receivables Inventories Other Long-term assets Permanent assets 2010 1,071 1,002 12 403 378 209 32 37 2011 1,227 1,141 23 474 409 234 31 56 2012E 1,431 1,300 49 551 426 274 50 81 2013E 2,249 1,930 509 609 480 333 52 267 2014E 2,396 1,907 162 768 593 384 52 437 2015E 2,731 2,082 43 880 714 445 52 597 Liabilities + Shareholders' Equity Current liabilities Loans Payables Other Non-current liabilities Loans Other Shareholders' Equity 1,071 432 44 367 21 119 76 43 519 1,227 510 44 435 31 163 98 65 555 1,431 691 139 515 38 169 84 85 571 2,249 789 152 586 50 468 389 79 993 2,396 941 129 751 61 439 360 79 1,016 2,731 1,097 113 905 79 577 498 79 1,058 INCOME STATEMENT (R$million) Net Revenues Cost of Goods Sold Gross Profit SG&A Other Operating Revenues (Expenses) EBIT Financial Results EBT Income Taxes and Social Contributions Net Income Adjusted EBITDA SIMPLIFIED CASH FLOW (R$million) EBIT (+) Depreciation (+/-) Δ Working capital (-) Taxes paid (+/-) Financial results Other Operating cash flow Investing cash flow Financing cash flow 2010 2011 2012E 2013E 2014E 2015E 2,626 2,810 3,233 3,816 4,932 6,081 (2,445) (2,646) (3,028) (3,491) (4,355) (5,227) 181 164 205 324 577 854 (207) (211) (264) (387) (630) (877) 90 113 144 143 152 161 63 66 84 80 100 139 (34) (31) (29) (47) (62) (68) 29 35 56 34 38 70 (6) (5) (13) (6) (9) (17) 29 29 40 25 23 47 69 73 92 112 183 263 2010 63 5 -19 -6 -34 -31 -21 -8 -10 2011 66 6 -31 -5 -31 -16 -10 -31 48 2012E 84 8 -29 -13 -29 -48 -26 -11 49 2013E 80 32 -75 -6 -47 -52 -67 -219 711 2014E 100 83 -148 -9 -62 -41 -78 -253 -57 2015E 139 124 -127 -17 -68 -42 8 -285 110 OPERATING DATA Total Number of Stores Total Sales Area ('000 sq. m²) SSS Growth - Retail Net Revenues from Distribution (R$mn) Net Revenues from Retail (R$mn) Gross margin from distribution Gross margin from retail 2010 NM 2,626 10.7% NM 2011 NM 2,810 10.2% NM 2012E NM 3,233 11.0% NM 2013E 147 NM 3,472 343 11.2% 25.5% 2014E 322 27.6 NM 3,744 1,188 11.3% 26.7% 2015E 497 45.1 9.1% 4,003 2,078 11.3% 27.7% CAPITAL STRUCTURE Total Debt Net Debt % Short Term Net Debt / EBITDA EBIT/Interest Debt/Equity 2010 120 109 37% 1.6x 1.8x 23.2% 2011 143 120 31% 1.6x 2.1x 25.7% 2012E 223 173 62% 1.9x 2.9x 39.0% 2013E 540 32 28% 0.3x 1.7x 54.4% 2014E 489 327 26% 1.8x 1.6x 48.1% 2015E 610 567 18% 2.2x 2.0x 57.7% # Shares (million) EPS BVPS Dividends (R$mn) DPS Pay Out % Div. Yield % 2010 33 0.87 15.65 9 0.26 30% 1.7% 2011 33 0.87 16.65 3 0.08 9% 0.7% 2012E 33 1.21 17.15 0 0.00 0% 0.0% 2014E 56 0.41 18.30 6 0.10 25% 0.6% 2015E 56 0.84 19.05 12 0.21 25% 1.3% RETURN FCF Yield ROE ROA ROIC 2010 5.3% 5.5% 2.7% 12.3% 2011 -1.7% 5.4% 2.5% 11.8% 2012E 2013E 2014E 6.4% -22.3% -27.1% 7.2% 3.2% 2.3% 3.0% 1.3% 1.0% 15.0% 10.7% 10.6% 2015E -20.7% 4.5% 1.8% 11.8% 2010 1.9% 13.3% 6.9% -37.8% 17.7% 2.6% -39.7% 2.4% -46.0% -4.9% 1.1% 2011 7.0% 20.6% 5.8% 5.5% 35.9% 2.6% 4.4% 2.4% 0.4% -7.3% 1.0% 2012E 2013E 15.1% 18.0% 23.4% 21.4% 6.3% 8.5% 26.9% 21.7% 41.8% 43.2% 2.9% 2.9% 27.4% -5.0% 2.6% 2.1% 39.4% -38.6% 5.0% 53.9% 1.2% 0.6% 2014E 2015E 29.3% 23.3% 14.0% 8.9% 11.7% 14.0% 62.7% 44.0% 25.0% 13.6% 3.7% 4.3% 24.1% 39.2% 2.0% 2.3% -7.0% 103.0% 69.5% 42.8% 0.5% 0.8% VALUATION Share Price (R$/s) Market Cap (R$m) EV (R$m) EV/Sales EV/EBITDA P/Sales P/E PEG P/BV 2010 14.99 497 606 0.2x 8.8x 0.2x 17.3x (3.5) 1.0x 2011 10.49 349 469 0.2x 6.5x 0.1x 12.1x (1.7) 0.6x 2012E 14.37 478 652 0.2x 7.1x 0.1x 11.9x 2.4 0.8x 2013E 16.50 916 948 0.2x 8.4x 0.2x 37.1x 0.7 0.9x 2014E 16.50 916 1,243 0.3x 6.8x 0.2x 39.8x 0.6 0.9x 2015E 16.50 916 1,483 0.2x 5.6x 0.2x 19.6x 0.5 0.9x VALUATION at TARGET P/Sales EV/EBITDA P/E PEG 2010 2011 2012E 2013E 0.3x 12.2x 53.9x 1.0 2014E 0.3x 9.1x 58.0x 0.8 2015E 0.2x 7.2x 28.6x 0.7 MARGINS and RATIOS Net Revenue YoY Growth Revenue Fwd 3-yr CAGR Gross Margin EBITDA YoY Growth EBITDA Fwd 3-yr CAGR Adjusted EBITDA Margin EBIT Growth EBIT Margin Earnings YoY Growth Earnings Fwd 3-yr CAGR Net Margin Profarma (PFRM3; Overweight) 2014YE Price Target (R$) Last Price (R$) Upside/Downside (%) Curr. Market Cap(R$mn) Avg. daily value(R$mn) 52-week price range 2013E 56 0.45 17.89 6 0.11 25% 0.7% 24.0 16.50 45.5% 549 3.5 R$25.10 - R$9.50 Source: Companies and Brasil Plural Research Brasil Plural Equity Research | 24 Healthcare | Roadmap for Consolidation June 13, 2013 Raia Drogasil Our DCF valuation for Raia Drogasil yields a YE14 target price of R$25 per share. Our model for Raia Drogasil results in a revenue CAGR of 18.7% for the next three years, driven by the company’s guidance of opening 130 stores per year and an average SSS growth of 9.2% in the period. We also estimate that gross margin as a percentage of gross revenues will remain flat at approximately 27.2%. We expect synergies from the integration of Raia and Drogasil to kick in, boosting EBITDA margin to 7.3% by 2015, up 150bps from 2012, yielding a 23% EPS CAGR in the same period. Chart 38: Raia Drogasil Free Cash Flow Estimates and DCF Valuation (R$ million) FY14E FY15E FY16E FY17E FY18E FY19E EBIT 364.1 455.9 568.0 680.5 784.7 912.7 1,023.7 1,136.0 1,237.0 1,354.9 (69.0) 160.1 455.3 (250.2) (148.4) - (95.7) 184.1 544.4 (271.6) (145.4) - (129.1) 202.6 641.5 (253.2) (139.5) - (163.0) 210.6 728.1 (254.2) (144.0) - (194.2) 223.1 813.6 (295.4) (159.2) - (232.5) 238.5 918.7 (249.8) (156.5) - (307.1) 245.6 962.2 (274.5) (150.0) - (340.8) 251.8 1,047.1 (270.6) (152.9) - (371.1) 261.0 1,126.9 (296.1) (155.8) - (406.5) 268.5 1,217.0 (290.0) (162.4) - 56.7 -32.3% 0 51.1 127.4 124.8% 0 103.8 248.8 95.4% 0 183.0 330.0 32.6% 0 219.1 359.0 8.8% 0 215.2 512.4 42.7% 0 277.2 537.7 4.9% 0 262.6 623.5 16.0% 0 274.9 675.0 8.2% 0 268.6 764.6 13.3% 0 274.7 (-) Taxes (+) Depreciation and amortization GROSS CASH FLOW (-) Capex (+) Change in WK (-) Minorities FCF YoY 0 Present value FCF Discount rate calculation US risk-free rate (10-yr. bond yield) Country risk premium Beta Equity risk premium Devaluation risk Cost of equity After-tax cost of debt Equity as percent of LT financing WACC Perpetuity growth 3.00% 2.00% 0.70 6.5% 3.0% 12.6% 6.6% 70% 10.8% 6.0% PV of cash flow (R$ millions) (-) Net Debt (end 2014) 8,224 83 Equity value (end 2014) Number of shares 8,141 330.4 TARGET PRICE YE14 (R$/share) Current price Upside 25.00 21.42 17% Perpetuity growth FCF (R$ millions) 25.00 5.0% 5.5% 6.0% 6.5% 7.0% FY20E 9.8% 27.0 29.0 32.0 36.0 42.0 FY21E 10.3% 24.0 26.0 28.0 31.0 35.0 FY22E WACC 10.8% 21.0 23.0 25.0 27.0 30.0 FY23E Perpetuity 11.3% 19.0 21.0 22.0 24.0 26.0 16,959.9 0 6,093.4 11.8% 18.0 19.0 20.0 21.0 23.0 Source: Company data and Brasil Plural Research Current stock price of R$21.4 per share is slightly below our base-case scenario. We derive our bull-case value from a potential consolidation value in a takeover event, and we assume that Raia Drogasil gets sold at a similar multiple paid by CVS in the acquisition of Onofre, estimated at 20x EBITDA. Considering Raia Drogasil’s 2014E EBITDA and net debt, the fair value per stock would be R$35. Our bear case assumes that Raia Drogasil does not capture any synergies in selling expenses, as inflation continues to pressure store rent and personnel costs and offset the dilutive effect of the maturing stores, and selling expenses remain flat at 18% as a percentage of sales. In this case, the fair value per share would be R$19. YE14 Target Price (R$/share) Chart 39: RADL3: Current Stock Price Reflects Intrinsic Value 40.0 R$35.0 35.0 30.0 R$25.0 25.0 Our bull case considers a takeover valuing Raia Drogasil at 20x EBITDA YE14 20.0 15.0 10.0 5.0 Our bear case excludes synergy gains in selling expenses, keeping it at 18% of sales R$19.0 - Base Case Bull Case Bear Case Source: Brasil Plural Research Brasil Plural Equity Research | 25 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 40: Raia Drogasil Fact Sheet BALANCE SHEET (R$ million) Total Assets Current assets Cash and equivalents Receivables Inventories Other Long-term assets Permanent assets 2010 2,016 1,516 577 219 603 117 87 413 2011 3,168 1,626 340 288 815 183 44 1,498 2012E 3,340 1,694 167 336 973 218 22 1,625 2013E 3,657 1,925 183 392 1,084 266 22 1,710 2014E 4,117 2,295 274 461 1,273 286 22 1,800 2015E 4,638 2,729 408 536 1,477 308 22 1,888 Liabilities + Shareholders' Equity Current liabilities Loans Payables Other Non-current liabilities Loans Other Shareholders' Equity 2,016 738 48 548 143 112 96 16 1,166 3,168 791 50 536 205 176 112 64 2,201 3,340 863 61 576 227 212 131 81 2,265 3,657 1,126 74 677 375 194 107 87 2,337 4,117 1,425 174 780 471 269 182 87 2,423 4,638 1,691 230 905 557 439 352 87 2,508 INCOME STATEMENT (R$million) Net Revenues Cost of Goods Sold Gross Profit SG&A Other Operating Revenues (Expenses) EBIT Financial Results EBT Income Taxes and Social Contributions Net Income Adjusted EBITDA SIMPLIFIED CASH FLOW (R$million) EBIT (+) Depreciation (+/-) Δ Working capital (-) Taxes paid (+/-) Financial results Other Operating cash flow Investing cash flow Financing cash flow 2010 2011 2012E 2013E 2014E 2015E 3,800 4,547 5,381 6,312 7,465 8,716 (2,853) (3,335) (3,886) (4,540) (5,334) (6,218) 947 1,213 1,494 1,772 2,131 2,498 (826) (1,033) (1,278) (1,502) (1,767) (2,042) 26 146 180 216 270 364 456 (22) 30 (3) (9) (12) (25) 124 210 214 261 352 431 (33) (59) (60) (41) (67) (90) 91 151 154 220 285 341 220 272 326 410 524 640 2010 146 74 -59 -31 -22 13 120 -218 510 2011 180 92 -270 -52 30 56 37 -1,185 911 2012E 216 110 -167 -49 -3 18 125 -300 2 2013E 270 140 -47 -33 -9 80 401 -221 -164 2014E 364 160 -137 -58 -12 47 365 -250 -23 2015E 456 184 -133 -81 -25 34 435 -272 -30 OPERATING DATA Total Number of Stores Total Sales Area ('000 sq. m²) SSS Growth - Retail Net Revenues from Retail (R$mn) Gross margin, incl. Other operating income 2010 688 88 8.9% 3,800 25.6% 2011 776 101 10.3% 4,547 26.7% 2012E 864 114 11.5% 5,381 27.8% 2013E 977 129 8.5% 6,312 28.1% 2014E 1100 145 8.4% 7,465 28.5% 2015E 1223 163 8.5% 8,716 28.7% CAPITAL STRUCTURE Total Debt Net Debt % Short Term Net Debt / EBITDA EBIT/Interest Debt/Equity 2010 143 -434 33% -2.0x 6.7x 12.3% 2011 162 -178 31% -0.7x -5.9x 7.4% 2012E 192 25 32% 0.1x 84.8x 8.5% 2013E 180 -2 41% 0.0x 31.2x 7.7% 2014E 357 83 49% 0.2x 29.6x 14.7% 2015E 582 175 40% 0.3x 18.3x 23.2% 2010 320 0.28 3.65 30 0.09 33% 0.7% 2011 330 0.46 6.66 36 0.11 24% 0.8% 2012E 330 0.47 6.85 15 0.05 10% 0.2% 2013E 330 0.67 7.07 132 0.40 60% 1.9% 2014E 330 0.86 7.33 200 0.60 70% 2.8% 2015E 330 1.03 7.59 255 0.77 75% 3.6% RETURN FCF Yield ROE ROA ROIC 2010 -1.1% 7.8% 4.5% 16.3% 2011 -5.5% 9.0% 5.8% 9.4% 2012E -2.1% 6.9% 4.7% 7.2% 2013E 0.6% 9.6% 6.3% 9.8% 2014E 0.2% 12.0% 7.3% 12.2% 2015E 1.2% 13.8% 7.8% 13.9% MARGINS and RATIOS Net Revenue YoY Growth Revenue Fwd 3-yr CAGR Gross Margin EBITDA YoY Growth EBITDA Fwd 3-yr CAGR Adjusted EBITDA Margin EBIT Growth EBIT Margin Earnings YoY Growth Earnings Fwd 3-yr CAGR Net Margin 2010 16.7% 18.4% 24.9% 25.3% 23.1% 5.8% 24.3% 3.8% 20.8% 34.3% 2.4% 2011 19.7% 18.0% 26.7% 23.7% 24.5% 6.0% 23.2% 4.0% 66.7% 23.5% 3.3% 2012E 18.3% 17.4% 27.8% 20.0% 25.2% 6.1% 20.3% 4.0% 1.7% 30.3% 2.9% 2013E 17.3% 16.5% 28.1% 25.8% 23.4% 6.5% 24.8% 4.3% 42.9% 23.4% 3.5% 2014E 18.3% 14.6% 28.5% 27.9% 19.3% 7.0% 34.9% 4.9% 29.6% 19.6% 3.8% 2015E 16.8% 13.1% 28.7% 22.1% 16.3% 7.3% 25.2% 5.2% 19.4% 17.8% 3.9% VALUATION Share price (R$/s) Market Cap (R$m) EV (R$m) EV/Sales EV/EBITDA P/Sales P/E PEG P/BV 2010 13.24 4,231 3,797 1.0x 17.3x 1.1x 46.6x 1.4 3.6x 2011 12.89 4,257 4,080 0.9x 15.0x 0.9x 28.1x 1.2 1.9x 2012E 23.06 7,618 7,643 1.4x 23.5x 1.4x 49.5x 1.6 3.4x 2013E 21.42 7,077 7,074 1.1x 17.3x 1.1x 32.2x 1.4 3.0x 2014E 21.42 7,077 7,160 1.0x 13.7x 0.9x 24.8x 1.3 2.9x 2015E 21.42 7,077 7,252 0.8x 11.3x 0.8x 20.8x 1.2 2.8x VALUATION at TARGET P/Sales EV/EBITDA P/E PEG 2010 2011 2012E 2013E 1.3x 20.1x 37.5x 1.6 2014E 1.1x 15.9x 29.0x 1.5 2015E 0.9x 13.2x 24.3x 1.4 # Shares (million) EPS BVPS Dividends (R$mn) DPS Pay Out % Div. Yield % Raia Drogasil (RADL3; Equal Weight) 2014YE Price Target (R$) Last Price (R$) Upside/Downside (%) Curr. Market Cap(R$mn) Avg. daily value(R$mn) 52-week price range 25.0 21.42 16.7% 7,077 22.0 R$24.59 - R$18.60 Source: Companies and Brasil Plural Research Brasil Plural Equity Research | 26 Healthcare | Roadmap for Consolidation June 13, 2013 Brasil Pharma Our DCF valuation for Brasil Pharma yields a YE14 target price of R$13.00 per share. Our model for Brasil Pharma results in a revenue CAGR of 21.5% for the next three years, driven by the opening of 70 stores in 2013 and 100 stores per year in 2014 and 2015, and average SSS growth of 10.7% in the same period. We also estimate that gross margin as a percentage of gross revenues will remain flat at approximately 30%. We expect synergies from the rollout of the shares services center (“SSC”) to kick in, boosting EBITDA margin to 6.3% by 2015, up 150bps from 2012, yielding a 23% EPS CAGR in the same period. Chart 41: Brasil Pharma Free Cash Flow Estimates and DCF Valuation (R$ million) FY14E FY15E FY16E FY17E FY18E FY19E FY20E FY21E FY22E EBIT (-) Taxes (+) Depreciation and amortization GROSS CASH FLOW (-) Capex (+) Change in WK (-) Minorities 227.0 (10.1) 61.6 278.5 (95.6) (80.0) - 304.0 (34.7) 68.8 338.1 (99.6) (83.3) - 368.2 (58.1) 72.5 382.6 (74.6) (56.1) - 420.3 (94.7) 69.1 394.7 (67.0) (51.3) - 468.8 (112.3) 67.8 424.2 (66.3) (62.6) - 517.1 (129.3) 67.1 454.9 (63.4) (62.5) - 567.1 (192.8) 66.5 440.8 (64.6) (65.4) - 606.5 (206.2) 65.6 465.9 (61.2) (57.5) - 660.7 (224.6) 64.8 500.9 (62.2) (70.7) - 716.6 (243.6) 64.4 537.4 (63.5) (76.1) - 103.0 NM 0 92.0 155.1 50.7% 0 123.9 251.8 62.3% 0 179.7 276.4 9.8% 0 176.3 295.3 6.8% 0 168.3 329.0 11.4% 0 167.5 310.8 -5.5% 0 141.4 347.1 11.7% 0 141.2 368.0 6.0% 0 133.7 397.8 8.1% 0 129.2 FCF YoY 0 Present value FCF Discount rate calculation US risk-free rate (10-yr. bond yield) Country risk premium Beta Equity risk premium Devaluation risk Cost of equity After-tax cost of debt Equity as percent of LT financing WACC Perpetuity growth PV of cash flow (R$ millions) (-) Net Debt (end 2013E) 3.00% 2.00% 1.00 6.5% 3.0% 14.5% 6.4% 68% 11.9% 6.0% 3,771 376.1 Equity value (end 2013) Fully Diluted Number of shares 3,395 266.2 TARGET PRICE YE14 (R$/share) Current Price Upside 13.00 10.66 22% Perpetuity growth FCF (R$ millions) 5.0% 5.5% 6.0% 6.5% 7.0% 10.9% 14.0 14.5 16.0 17.0 19.0 11.4% 12.5 13.5 14.0 15.0 16.5 WACC 11.9% 11.5 12.0 13.0 13.5 14.5 FY23E Perpetuity 12.4% 10.5 11.0 11.5 12.5 13.0 7,140.1 0 2,318.4 12.9% 9.5 10.0 10.5 11.0 12.0 Source: Company data and Brasil Plural Research According to our estimates, the current stock price of R$10.7 does not factor in the full 150bps in synergy gain that we are expecting in our base case as we believe that investors are still cautious about the execution risks involved. Like Raia, we derive our bull-case value from the potential consolidation value in a takeover event, and we assume that Brasil Pharma gets sold at a similar multiple paid by CVS in the acquisition of Onofre, estimated at 20x EBITDA. Considering Brasil Pharma’s 2014E EBITDA and net debt, the fair value per stock would be R$20. Finally, our bear-case scenario encompasses pent up competition as Raia Drogasil and DPSP advance on Brasil Pharma’s region, causing gross margin as a percentage of gross sales to erode to 28%, more in line with Raia Drogasil’s. In this case, the fair value per share would be R$7.50. YE14 Target Price (R$/share) Chart 42: BPHA3: Small Upside in Base, but Higher Downside Risk in Our Bear Case 25.0 R$20.0 20.0 15.0 R$13.0 10.0 Our bull case considers a takeover valuing Brasil Pharma at 20x EBITDA YE14 5.0 Our bear case includes gross margin eroding to 28% as a result of fiercer competition R$7.5 - Base Case Bull Case Bear Case Source: Brasil Plural Research Brasil Plural Equity Research | 27 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 43: Brasil Pharma Fact Sheet BALANCE SHEET (R$ million) Total Assets Current assets Cash and equivalents Receivables Inventories Other Long-term assets Permanent assets 2010 697 430 210 67 135 18 4 262 2011 1,058 632 264 75 227 66 16 410 2012E 2,903 1,260 369 214 552 126 88 1,555 2013E 2,930 1,220 191 260 594 176 91 1,619 2014E 3,131 1,387 178 313 703 193 91 1,653 2015E 3,384 1,609 204 371 822 212 91 1,684 Liabilities + Shareholders' Equity Current liabilities Loans Payables Other Non-current liabilities Loans Other Shareholders' Equity 697 248 98 107 43 122 118 4 327 1,058 237 40 124 73 98 79 19 723 2,903 695 188 335 172 665 588 77 1,543 2,930 799 143 369 287 501 454 47 1,631 3,131 1,035 265 440 331 336 289 47 1,760 3,384 1,220 323 520 377 233 186 47 1,931 INCOME STATEMENT (R$million) Net Revenues Cost of Goods Sold Gross Profit SG&A Other Operating Revenues (Expenses) EBIT Financial Results EBT Income Taxes and Social Contributions Net Income Adjusted EBITDA 2010 827 (548) 279 (237) 41 (15) 27 (6) 7 44 2011 2012E 2013E 2014E 2015E 1,065 2,876 3,430 4,203 5,013 (669) (1,928) (2,331) (2,871) (3,416) 396 948 1,099 1,332 1,596 (363) (841) (939) (1,105) (1,292) (3) (4) 1 30 103 162 227 304 (4) (65) (48) (47) (46) 26 38 114 180 258 (0) (9) 1 (8) (29) 23 17 113 172 228 56 166 217 289 373 SIMPLIFIED CASH FLOW (R$million) EBIT (+) Depreciation (+/-) Δ Working capital (-) Taxes paid (+/-) Financial results Other Operating cash flow Investing cash flow Financing cash flow 2010 41 3 -40 -6 -15 -192 -208 200 223 2011 30 26 -51 -0 -4 -135 -134 -30 253 2012E 103 64 -217 -9 -65 -1,008 -1,132 -207 1,494 2013E 162 55 -44 1 -48 26 152 -191 -129 2014E 227 62 -76 -8 -47 27 185 -96 -86 2015E 304 69 -79 -29 -46 27 245 -100 -102 OPERATING DATA Total Number of Stores Total Sales Area ('000 sq. m²) SSS Growth - Retail Net Revenues from Retail (R$mn) Gross margin, incl. revenues from suppliers 2010 292 39 13.3% 827 33.7% 2011 382 49 9.8% 1,065 36.9% 2012E 708 95 14.2% 2,876 32.8% 2013E 788 111 9.9% 3,430 32.1% 2014E 888 126 8.8% 4,203 31.7% 2015E 988 141 9.7% 5,013 31.8% CAPITAL STRUCTURE Total Debt Net Debt % Short Term Net Debt / EBITDA EBIT/Interest Debt/Equity 2010 216 6 45% 0.1x 2.8x 66.0% 2011 119 -145 34% -2.6x 6.8x 16.4% 2012E 776 407 24% 2.5x 1.6x 50.3% 2013E 597 406 24% 1.9x 3.4x 36.6% 2014E 554 376 48% 1.3x 4.8x 31.5% 2015E 509 305 63% 0.8x 6.6x 26.4% 2012E 255 0.07 6.06 4 0.02 25% 0.1% 2013E 256 0.44 6.37 28 0.11 25% 1.0% 2014E 256 0.67 6.87 43 0.17 25% 1.6% 2015E 256 0.89 7.54 57 0.22 25% 2.1% 2010 2011 2012E -0.8% -11.0% -35.1% 2.1% 4.3% 1.5% 1.0% 2.6% 0.8% 24.0% 6.7% 9.9% 2013E -2.5% 7.1% 3.9% 8.1% 2014E 1.6% 10.1% 5.7% 11.4% 2015E 3.6% 12.4% 7.0% 15.5% MARGINS and RATIOS Net Revenue YoY Growth Revenue Fwd 3-yr CAGR Gross Margin EBITDA YoY Growth EBITDA Fwd 3-yr CAGR Adjusted EBITDA Margin EBIT Growth EBIT Margin Earnings YoY Growth Earnings Fwd 3-yr CAGR Net Margin 2010 2011 2012E 2013E 38.5% 28.9% 169.9% 19.3% 60.7% 58.0% 20.3% 18.4% 33.7% 37.2% 33.0% 32.0% -21.9% 27.3% 194.8% 30.6% 69.8% 72.3% 30.9% 26.6% 5.4% 5.3% 5.8% 6.3% -24.5% -26.2% 237.9% 57.4% 5.0% 2.9% 3.6% 4.7% -83.6% 232.9% -27.0% 582.2% 155.0% 96.4% 139.7% 35.0% 0.8% 2.1% 0.6% 3.3% 2014E 22.5% 14.4% 31.7% 33.0% 19.2% 6.9% 40.5% 5.4% 52.2% 21.1% 4.1% 2015E 19.3% 11.1% 31.8% 29.2% 12.9% 7.4% 33.9% 6.1% 32.7% 14.4% 4.6% VALUATION Share Price (R$/s) Market Cap (R$m) EV (R$m) EV/Sales EV/EBITDA P/Sales P/E PEG P/BV 2010 9.00 1,005 1,011 1.2x 22.8x 1.2x 147.5x 1.0 3.1x 2011 8.49 1,356 1,212 1.1x 21.5x 1.3x 59.8x 0.6 1.9x 2012E 14.40 3,668 4,076 1.4x 24.5x 1.3x 221.4x 1.6 2.4x 2013E 10.66 2,730 3,136 0.9x 14.4x 0.8x 24.2x 0.7 1.7x 2014E 10.66 2,730 3,106 0.7x 10.8x 0.6x 15.9x 0.8 1.6x 2015E 10.66 2,730 3,035 0.6x 8.1x 0.5x 12.0x 0.8 1.4x 2010 2011 2012E 2013E 1.0x 17.2x 29.5x 0.8 2014E 0.8x 12.8x 19.4x 0.9 2015E 0.7x 9.7x 14.6x 1.0 # Shares (million) EPS BVPS Dividends (R$mn) DPS Pay Out % Div. Yield % RETURN FCF Yield ROE ROA ROIC VALUATION at TARGET P/Sales EV/EBITDA P/E PEG Brasil Pharma (BPHA3; Equal Weight) 2014YE Price Target (R$) Last Price (R$) Upside/Downside (%) Curr. Market Cap(R$mn) Avg. daily value(R$mn) 52-week price range 2010 112 0.06 2.93 0 0.00 0% 0.0% 2011 160 0.14 4.53 1 0.01 6% 0.1% 13.0 10.66 22.0% 2,716 11.4 R$16.65 - R$9.30 Source: Companies and Brasil Plural Research Brasil Plural Equity Research | 28 Healthcare | Roadmap for Consolidation June 13, 2013 Historical Valuation Multiples Chart 44: Profarma Historical P/E Chart 45: Profarma Historical EV/EBITDA 50 25 40 30 20 +1 Std. 25 20 Avg. 15 10 15 +1 Std. 10 Avg. -1 Std. -1 Std. 0 35 30 Jan-13 Apr-13 Jul-12 Oct-12 Jan-12 Apr-12 Jul-11 Oct-11 Jan-11 Apr-11 Jul-10 Oct-10 Jan-10 Apr-10 Jul-09 Oct-09 Jan-09 Apr-09 Jul-08 Oct-08 Jan-08 Apr-08 Jul-07 Oct-07 Chart 47: Raia Drogasil Historical EV/EBITDA 20 35.0x 6.0x 18.0x 25.0x 29.0x 18 16 25 +1 Std. 20 Avg. 15 -1 Std. 10 RADL3 EV/EBITDA High Low Average Current 2014 Target P/E Jan-07 Source: Bloomberg and Brasil Plural Research Chart 46: Raia Drogasil Historical P/E 40 Apr-07 Oct-06 Jan-13 Apr-13 Jul-12 Oct-12 Jan-12 Apr-12 Jul-11 Oct-11 Jan-11 Apr-11 Jul-10 Oct-10 Jan-10 Apr-10 Jul-09 Oct-09 Jan-09 Apr-09 Jul-08 Oct-08 Jan-08 Apr-08 Jul-07 Oct-07 Jan-07 Apr-07 Oct-06 0 Source: Bloomberg and Brasil Plural Research 14 +1 Std. 12 Avg. Excl Jul 08 to Jun 09 = 11.1x Avg. 10 8 High Low Average Current 2014 Target EV/EBITDA 6 4 2 -1 Std. 18.0x 3.0x 10.5x 14.0x 16.0x 18 Mar-13 Sep-12 Dec-12 Jun-12 Mar-12 Dec-11 Jun-11 Sep-11 Mar-11 Dec-10 Jun-10 Sep-10 Dec-09 Mar-10 Sep-09 Jun-09 Dec-08 Mar-09 Sep-08 Chart 49: Brasil Pharma Historical EV/EBITDA High Low Average Current 2014 Target P/E 20 Jun-08 Source: Bloomberg and Brasil Plural Research Chart 48: Brasil Pharma Historical P/E 22 Mar-08 Jun-07 Dec-12 Mar-13 Jun-12 Sep-12 Dec-11 Mar-12 Sep-11 Jun-11 Mar-11 Sep-10 Dec-10 Jun-10 Mar-10 Sep-09 Dec-09 Jun-09 Dec-08 Mar-09 Jun-08 Sep-08 Dec-07 Mar-08 Jun-07 Sep-07 Source: Bloomberg and Brasil Plural Research Dec-07 0 5 16 21.0x 10.5x 17.5x 16.0x 19.5x High Low Average Current 2014 Target EV/EBITDA 15 +1 Std. Avg. 16 -1 Std. 14 12 BPHA3 Forward EV/EBITDA RADL3 P/E 21.0x 2.5x 8.0x 6.8x 9.0x 5 5 BPHA3 P/E High Low Average Current 2014 Target EV/EBITDA Sep-07 PFRM3 P/E 35 46.5x 3.0x 15.0x 40.0x 58.0x PFRM3 EV/EBITDA High Low Average Current 2014 Target P/E 45 14 13 15.0x 7.0x 12.0x 11.0x 13.0x +1 Std. 12 Avg. 11 -1 Std. 10 9 8 7 May-13 Apr-13 Feb-13 Mar-13 Jan-13 Dec-12 Nov-12 Oct-12 Sep-12 Aug-12 Jul-12 Jun-12 May-12 Apr-12 Mar-12 Feb-12 Jan-12 Dec-11 Oct-11 Nov-11 Sep-11 Aug-11 Jul-11 Jun-11 Apr-13 6 May-13 Feb-13 Mar-13 Jan-13 Dec-12 Nov-12 Oct-12 Sep-12 Jul-12 Source: Bloomberg and Brasil Plural Research Aug-12 Jun-12 May-12 Apr-12 Feb-12 Mar-12 Jan-12 Dec-11 Oct-11 Nov-11 Sep-11 Aug-11 Jul-11 Jun-11 10 Source: Bloomberg and Brasil Plural Research Brasil Plural Equity Research | 29 Healthcare | Roadmap for Consolidation June 13, 2013 Main Risks M&A Is the Key Driver to Consolidation but May Impose Dilution and Integration Risks. Intense M&A activity triggered by listed and non-listed players should be the main driver for the next wave of consolidation in drug retail, which may imply: (i) dilution risks as growing competition for the remaining assets could lead the companies under our coverage to overpay future acquisitions; and (ii) further integration risks as cumulative acquisitions amid the integration of past purchases could sequentially postpone synergy and scale gains. Execution/Integration Risks. All companies under our coverage have a significant pipeline of store openings to be carried out over the next three years, which could raise execution concerns. As fragmentation slowly wanes, top management from the companies should encounter several challenges that could ultimately reduce returns to shareholders, such as: (i) lack of attractive retail locations to open new outlets; (ii) entry in unexplored markets with different dynamics; (iii) integration hurdles arising from sequential acquisitions; and (iv) lack of workforce. Competition Could Heighten as Consolidation Unfolds. The consolidation story that we expect to witness over the coming years will produce several outcomes in terms of competitive strategy. Each contender’s aggressive expansion plans should eventually lead large chains to encroach on each other’s turf, forcing the drug retailers to pass on to consumers any potential discounts negotiated with suppliers, which could negatively affect margins. Besides pricing pressures, fiercer competition could also imply fewer points of sales available and lack of skilled personnel, further contributing to profit-margin erosion. In the distribution segment, greater consolidation amongst drug retailers may reduce distributors’ bargaining power, yielding significant compression to operating profitability. Regulatory Risks. The pharmaceutical industry in Brazil is highly regulated and is subject to annual price adjustments from Brazil’s Sanitary Inspection Agency (ANVISA). ANVISA’s price adjustments are usually set in-line with headline inflation, but both retailers and distributors may be negatively impacted if the government uses this regulatory mechanism to curb inflationary pressures. ANVISA also regulates the sale of prescription and OTC drugs, which could undergo transformative changes in the shortterm (i.e. in 2010, all OTC products were required to be held behind the counter), adversely limiting both retailers’ and distributors’ sales growth potential. Balance Sheet Risks. Some companies under our coverage are committed to an inorganic expansion strategy, which could lead to substantial cash consumption and/or debt issuance to accommodate further acquisitions. If purchased assets fail to deliver the expected returns, companies could face financial concerns that might reduce available resources to be deployed into organic expansion. Sudden Exit of Key Managers Who Leave With Essential Know-How. The M&A flurry that established the operations of most companies under our coverage also led to the assembly of top-and-middle managers that came from acquired companies. These operating partners carry a great degree of operating know-how that is key to longterm execution of organic expansion plans. If operating partners leave before expected, top managers that rely on their expertise may have a tough time rebuilding an expert team or delivering a strategic plan. Macroeconomic Risks. Differing from North American and European markets, pharmaceutical industry in Brazil is heavily driven by out-of-pocket expenses. Consequently, if any severe macroeconomic downturn impacts consumers’ discretionary income growth prospects, companies under our coverage could face considerable top-line headwinds. Brasil Plural Equity Research | 30 Healthcare | Roadmap for Consolidation June 13, 2013 Industry Comps Below we examine comparable data for the listed and non-listed drug retailers with most similar characteristics: Raia Drogasil, Brasil Pharma, Pacheco São Paulo and Pague Menos. Profarma’s retail operations lack sufficient data and track record to be included in this analysis. Chart 50: Number of Stores Chart 51: Gross Revenues 5,594 864 4,975 708 585 515 494 400 301 3,949 R$million 673 # of Stores EoP 708 682 3,894 3,249 3,094 2,661 2,486 2,235 292 1,551 921 Raia Drogasil Pacheco São Paulo 2008 2009 Pague Menos 2010 2011 Raia Drogasil Brasil Pharma Pacheco São Paulo 2008 2012 2009 Pague Menos 2010 2011 Chart 52: Average Gross Sales per Store/Month Chart 53: Gross Margin - % of Gross Sales 586 575 524 465 448 499 429 466 463 387 299 Raia Drogasil Pacheco São Paulo 2008 2009 Pague Menos 2010 2011 Gross Margin - % of Gross Sales Source: Companies and Brasil Plural Research Avg. Monthly Sales per store - R$ '000s Source: Companies and Brasil Plural Research 26.7% 22.1% 2012 28.0% 27.1% Pacheco São Paulo Pague Menos 2008 2011 2009 30.2% 30.6% 22.1% 23.2% 21.0% Raia Drogasil Brasil Pharma 24.7% 23.7% Brasil Pharma 2012 2010 Brasil Pharma 2012 Source: Companies and Brasil Plural Research Source: Companies and Brasil Plural Research Chart 54: SG&A Expenses Chart 55: SG&A Expenses - % of Gross Sales R$million 1,057 785 727 451 454 385 276 Raia Drogasil Pacheco São Paulo 2008 782 700 2009 234 Pague Menos 2010 Source: Companies and Brasil Plural Research 2011 2012 Brasil Pharma SG&A - % of Gross Sales 1,168 25.4% 25.3% 20.9% 18.1% 18.4% Raia Drogasil 21.6% 20.2% 21.3% 17.8% 17.2% 17.1% Pacheco São Paulo Pague Menos 2008 2011 2009 2010 Brasil Pharma 2012 Source: Companies and Brasil Plural Research Brasil Plural Equity Research | 31 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 56: EBITDA Chart 57: EBITDA Margin - % of Gross Sales 288 247 R$million 219 175 166 145 104 100 74 44 Raia Drogasil Pacheco São Paulo 2008 2009 Pague Menos 2010 2011 EBITDA Margin - % of Gross Sales 326 Brasil Pharma 7.6% 6.5% 5.6% 5.8% 5.8% 4.0% 4.8% 4.8% 4.5% 3.9% Raia Drogasil 2012 Pacheco São Paulo 2008 2009 Pague Menos 2010 2011 Source: Companies and Brasil Plural Research Chart 58: Net Income Chart 59: Net Margin - % of Gross Sales 151 117 R$million 107 91 79 73 50 41 Pacheco São Paulo 2008 2009 Pague Menos 2010 Source: Companies and Brasil Plural Research 2011 2012 Brasil Pharma Brasil Pharma 2012 3.8% 3.3% 3.0% 2.8% 3.3% 2.3% 1.7% 1.9% 2.0% 0.7% 0.1% 7 1 Raia Drogasil Net Margin - % of Gross Sales Source: Companies and Brasil Plural Research 154 5.4% Raia Drogasil Pacheco São Paulo Pague Menos 2008 2011 2009 2010 Brasil Pharma 2012 Source: Companies and Brasil Plural Research Brasil Plural Equity Research | 32 Healthcare | Roadmap for Consolidation June 13, 2013 News From the Operating Front Profarma The main theme for Profarma now will be the diversification into retail. In our view, the move to retail was necessary, as Profarma was being squeezed out by the large retail chains that went on an M&A spree in the past few years. In this section, we depict Profarma’s struggle in the distribution business and then we explore the opportunities that lie ahead in an integrated model. Due to Profarma’s lack of track record in the retail industry, we base our analysis on our knowledge of the listed peers, mainly Brasil Pharma, which had a similar business model when it was created. However, we believe that Profarma will enjoy some competitive advantages when compared to Brasil Pharma’s case as it has better knowledge of the available assets and it may extract synergies from the integrated retail/distribution model. Drug Retail: An Unexpected but Necessary Move From our perspective, Profarma’s journey into retail is a smart and bold move to assure its long-term prospects. Late in 2012, Profarma surprised the market by acquiring two drugstore chains in Rio de Janeiro state, initiating the company into a mixed model of drug distribution-retail, which is commonly seen throughout Europe though still rare in Brazil. We welcome Profarma’s entrepreneurial vision as we understand that this strategic repositioning was the most practical way to keep on growing at double-digit clips. Profarma had already depleted most of the distribution market’s organic growth potential, and consolidation prospects in this industry should take generations to unfold. Market Cap/Tangible Assets Chart 60: Market Capitalization and Tangible BV of Global Drug Distribution Peers 1.5 1.0 0.5 0.0 2007 Profarma 2008 2009 Amerisource 2010 Cardinal 2011 Celesio 2012 McKesson Source: Companies, Bloomberg and Brasil Plural Research Drug retail should be a key source of accretive diversification for Profarma’s business model. We see significant opportunities for Profarma as the largest drug distributionretailer player in Brazil, based on: (i) the drug retail consolidation story and its highgrowth, superior-margin profile; (ii) improved capital allocation possibilities; (iii) the opportunity to stabilize results by reducing distribution’s earnings volatility. Brasil Plural Equity Research | 33 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 61: Market Share Top 3 Distributors and Top 3 Retailers +14p.p. High 100% 42% 90% 40% Small chains and independent outlets rely heavily on distributors and represent a sizable share of retail sales 80% +12p.p. 35% 28% 30% 29% 70% 60% 25% 20% Reliance on Distributors Market Share Concentration (%) 45% Chart 62: Pharmaceutical Sales per Sales Channel 50% 17% 40% 15% 30% 10% 20% 5% 10% 0% Top 5 Retailers (ABRAFARMA) 2006 Low 0% 2004 Top 3 Distributors (IMS) 2011 2005 2006 ABRAFARMA Top 10 Source: ABRAFARMA, IMS and Brasil Plural Research 2007 2008 Supermarkets 2009 2010 Other Chains 2011 2012 Independents Source: ABRAFARMA and Brasil Plural Research The mixed distribution-retail model opens up much more profitable capital allocation prospects than the limited opportunities in distribution alone. Distributors are enrolled in the task of holding inventories early in the logistical process of the pharmaceutical supply chain, unburdening laboratories’ working capital structure, and providing credit to retailers in an attempt to increase its clients’ sales. Even though this is the nature of the distribution business, it often leads to sub-optimal capital allocation results, as the highly concentrated manufacturers are increasingly tightening receivables conditions and small retailers are commonly not reacting to the expected surge in sales that justifies extended payable terms. By moving to drug retail, Profarma has the incremental options of deploying capital in opening new drugstores, enhancing of its drugstores’ inventory before price adjustments or acquiring smaller drugstore chains. In our view, the broadening of capital allocation possibilities imply in greater likelihood of more profitable ROICs going forward, although we expect these to surface only by the time drug retail becomes a more significant earnings contributor within Profarma. Chart 63: Profarma’s Capital Allocation Expansion in the Integrated Model Capital Allocation DISTRIBUTION RETAIL INTEGRATED MODEL Drugstore REINFORCE RETAIL’s WORKING CAPITAL Distribution Retail Provide Credit to Independent Retailers Drugs tore Distribution Center Likelihood Medium Return Medium Independent Likelihood High Return Low-High M& A Likelihood Small Return Low Likelihood High Return High Drugstore New Stores Likelihood High Return Medium-High Drugstore M& A Likelihood High Return Medium-High Source: Brasil Plural Research Brasil Plural Equity Research | 34 Healthcare | Roadmap for Consolidation June 13, 2013 Profarma is still a “show me” story: moving to retail was more of a survival move than an option, but it still carries execution risks. Over the past few years Profarma saw its revenue growth stagnate as drug retail underwent a fast consolidation process. As a result, drug distributors came under pressure as retailers strengthened their bargaining power and became less dependent on the funding from distributors to overcome working capital needs. Consequently, they started demanding higher discounts from distributors or started buying directly from the pharmaceutical companies. We thus welcome Profarma’s move into retail, as the outlook for distribution remains challenging as consolidation of retail should continue. However, this strategy involves risks. In our view, the two most important risks are: 1) negative impacts on distribution revenues once Profarma’s existing client base may start to see the company as a competitor and may shift orders to other suppliers; 2) lack of track record on retail and M&A, as retail is a whole new business for Profarma and the company did not succeed in carrying on the consolidation of the distribution segment. In the case of M&A, we believe that if Profarma improves its capital structure it has good chances of delivering on M&A, as main competitors for acquisitions are now distracted. And we try to incorporate the risk of losing clients and revenues in the distribution business by having very conservative top-line growth for this segment (Chart 64). Chart 64: Profarma’s Distribution Segment Gross Revenues 6,000 5,000 R$million 4,000 3,000 2,000 1,000 0 2008 2009 2010 2011 2012 2013E 2014E 2015E 2016E 2017E 2018E Source: Company data and Brasil Plural Research Distribution Is Huge, but Retail Is Sweeter We believe Profarma will reach a mixed model in the foreseeable future in which its current distribution operations will represent the majority of sales, while retail will contribute with a larger share of operating profits. We are constructive on Profarma’s retail potential, but drastic improvements in consolidated figures should take a while to unfold. We estimate that distribution will remain as the company’s core business, representing approximately 65% of Profarma’s gross revenues by 2017, while contributing with 40% of operating profits. Attractive margins in the retail market dictate this dynamic as we see EBITDA margins of 5-7% in drugstores, versus EBITDA margins of 2-3% in the distribution division. As a result, we believe it is in the company’s best interests to increase its drug retail presence throughout Brazil. Profarma plans to acquire more existing drugstores and build its network through regional expansion in a similar fashion to Brasil Pharma. When shopping for drugstore chains to purchase, Profarma analyzes several aspects, such as size (in terms of revenue per store), region, attractiveness of customer base, and the possibility to smoothly convert ownership without disturbing daily business. In our view, this last factor is crucial as Profarma’s management is currently assembling a team to spearhead retail operations, and skilled regional managers should be a good starting point. In addition, Profarma’s 12 distribution centers located in strategic regions of Brazil, cover 90% of the country’s pharma market and grant the company with a deep Brasil Plural Equity Research | 35 Healthcare | Roadmap for Consolidation June 13, 2013 knowledge of particular drugstores that could become targets. There are still some undefined strategies and targets that Profarma should deploy in its retail endeavor, but we believe the company will follow a similar path to Brasil Pharma. 450 100% EBITDA (R$million) 400 80% 350 57.7% 300 58.3% 58.8% 60% 250 50.8% 200 100 50 40% 33.6% 150 20% 7.5% 0.0% 0 0% 2012A 2013E 2014E Distribution 2015E 2016E Retail EBITDA as % of Total EBITDA Chart 65: Retail to Represent 50% of EBITDA by 2015 2017E 2018E Retail Source: Profarma and Brasil Plural Research Distribution division’s uninspiring growth and margins should keep on, though we expect Profarma to remain as one of the top 3 players in this industry. Profarma’s drug distribution business has been suffering from exhaustion of growth opportunities as a result of the recent intra-chain consolidation in retail. In our view, as these retail chains gets larger, the use of third-party distributors is less likely -- reducing distribution market growth. Nonetheless, we still believe distribution will endure in the coming years, although with a lackluster growth outlook that is unsupportive to operating margins. Profarma should continue to rank among the top 3 distributors in Brazil, seeking to seize the opportunities that are still available, such as: (i) increase the share of generics and CFT products (greater margins) within its sales mix (see chart 65); and (ii) growing its side businesses that yield greater margins such as the hospital and specialties segment. Integrated Model: When 1 + 1 = 3 We believe Profarma’s mixed model will generate accretive value through superior cash cycle. In our opinion, becoming a vertical player will allow Profarma to capture short-term synergies for its retail operations, such as best purchasing terms and optimized logistics, IT, and back-office infrastructures. On top of this low hanging fruit, we expect the great advantage from the mixed model to come from the competitive edge its retail outlets will command in terms of working capital. Pharmaceutical retailers operate with a high inventory level, balancing purchases to accommodate good negotiating terms and expected demand. By relying on a mixed model, Profarma will be able to operate its retail outlets with a significantly lower inventory level, freeing working capital without compromising services quality. Chart 66 shows a comparison between business-model returns and our estimate that each one-day reduction in inventories results in a 20bps accretion to ROIC. If we consider that Raia Drogasil and Brasil Pharma’s inventory levels is virtually double that of Profarma’s, we estimate that Profarma’s integrated retail operations should yield greater marginal ROICs – when stores are mature - than its listed peers. Brasil Plural Equity Research | 36 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 66: Pharma’s Business Models Returns (% of gross revs) Gross Revs. Deductions Net Revs COGS Gross Profit Gross Margin Selling Depreciation EBIT EBIT Margin Distribution 100.0 -15.0% 85.0 -79.0% 6.0 6.0% -1.8% -0.2% 4.0 4.0% Retail 100.0 -4.2% 95.8 -70.7% 25.1 25.1% -16.0% -1.9% 7.2 7.2% Mixed Model 100.0 -10.7% 89.3 -75.7% 13.7 13.7% -7.5% -0.9% 5.3 5.3% NOPAT(@34%) [a] 2.6 4.8 3.5 Invested Capital [b] Capex PP&E % of GR Working Capital Cash Cycle Days Receivables Days Inventory Days Suppliers Days ROIC [a/b] -16.1 -1.3 -1.3% -14.8 54.4 13.8 49.5 11.8 53.9 10.8 49.0 16.4% -17.4 -8.0 -8.0% -9.4 39.0 5.8 21.0 15.7 80.0 12.2 62.0 27.5% -14.5 -4.0 -4.0% -10.5 37.8 10.6 38.1 11.3 53.9 11.4 54.2 24.1% Source: Companies and Brasil Plural Research Pharmaceutical products distribution and retail are typically a high-volume/lowmargin business, where scale play a major role in driving profitability and a mixed model may yield improved ROICs dynamic. Within the pharma value chain, distributors are essentially the middle-man, granting manufacturers the access to thousands of drugstores nationwide though the management of a complex logistical and valuable data network. As a result, distributors’ operating margins are compressed by manufacturers’ great bargaining power and retail outlets’ low perception of value addition. In our view, value generation in this supply-chain is chiefly driven by scale, which corroborates with our expectation of further consolidation, particularly in retail. Large drugstore chains are able to negotiate superior purchasing terms based on volume, besides absorbing fixed costs more effectively. On the flipside, scale gains in distribution are more limited as drugstores generally work with several distributors, reducing bargaining power in spite of building scale. However, we see accretive ROIC opportunities stemming from the mixed model proposed by Profarma. Distribution Market Is Under Pressure The cyclical pendulum of the pharma business swinging against distributors: the recent consolidation of drug retailers has led to stagnant top-line growth and compressed margins. Over the past few years, Profarma saw its drug sales to retail growth tumble from a 12.7% CAGR in the 2005-2010 period to flat in 2011 and 4.9% in 2012. This decline happened in tandem with the consolidation of the retail market, and we believe that Droga Raia’s longstanding partnership with Profarma is a good illustration of the deep changes that happened in the relationship between the large drugstore chains and distributors. Prior to its IPO in December 2010, Raia Drogasil used to have a leveraged balance sheet and counted on distributors to fund its working capital needs. Back then, Droga Raia used to work with an average 90 days of suppliers and its most important supplier was Profarma. Following its IPO, the company decided to revise the terms with suppliers, reducing the average number of days outstanding in exchange for better price conditions. At first, we believed that the working capital released from the decline in Raia Drogasil receivables could be directed to fund small mom and pops and with a positive effect on margins. However, the impact on margin Brasil Plural Equity Research | 37 Healthcare | Roadmap for Consolidation June 13, 2013 was below expectations, while sales growth remained low. Management saw a great potential for consolidation in the Brazilian distribution segment as the top 3 players held 42% market share vs. roughly 92% in the US. As a result, Profarma decided to try and consolidate the distribution market. 80% 70% 60% Growth in generics and non-drugs have been overshadowed by stagnant performance in branded and OTC drugs 50% 40% 30% 20% 10% 2012 2011 2010 -20% 2009 -10% 2008 0% 2007 YoY Sales Growth per Category (%) Chart 67: Profarma’s YoY Sales Growth Breakdown -30% Branded Generic OTC Non-Drug Source: Profarma and Brasil Plural Research Why Profarma’s attempt to consolidate the distribution market failed. In our view, the consolidation of distribution is not as obvious as the consolidation of retail, which we believe makes more sense as the acquirers pay for the retail locations. In the case of the distribution companies, there is a large overlap between the clients of the large nationwide companies and the ones from regional players, and neither the retailers nor the pharmaceutical companies want to concentrate their sales in the hands of only one or two suppliers. As a result, we believe that the consolidation of the distribution market only makes sense when a distributor has very little market share in a given region, which was the case in Profarma’s acquisitions up until 2007 (chart 68). The Brazilian pharma distribution market has three main nationwide players: Santa Cruz, Panarello, and Profarma. There are also a few regional players and a large group of smaller distributors. However, Profarma already serves about 50% of the drugstores in Brazil, which represent 90% of the addressable market. After suffering with the consolidation of the large retail chains, which led to stagnant top-line growth, Profarma attempted to act as the consolidator of the distribution market. Profarma’s consolidation endeavor started with the large nationwide peers, with no success. Then it went for the regional players, and still no success as we believe the vast majority of small distributors still fail to see the likelihood of enhanced efficiency and expanded margins that consolidation could generate through rationalization of distribution centers and processes improvement. Brasil Plural Equity Research | 38 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 68: Profarma’s Acquisition Track Record 5,000 4,500 4,000 3,500 3,000 2,500 2,000 1,500 1,000 500 0 Arpmed Distribution Prodiet Dimper (RS) Retail Drogasmil + Tamoio K+F (SP) 1999 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013E Gross Revenues (R$million) Source: Profarma and Brasil Plural Research After the failed attempt to consolidate the distribution market, Profarma moved on and decided to diversify into new segments and finally into retail. Profarma’s first reaction to get over the failed attempt to consolidate the retail distribution segment was to diversify into the specialty distribution market through the acquisition of Prodiet in October 2011. With Prodiet, Profarma increased its presence in the hospital/vaccines segment and set foot in the public segment. The initial results were encouraging, with a pickup in top-line growth (accelerated to 22% in 1Q12 from 2% a year ago) and positive effect on margins (up 70bps YoY). However, Profarma suffered from the cyclical change in the public segment that happens during election periods, which undermined the initial positive effects of the deal beginning in 4Q12. Profarma’s second endeavor into diversification was more emblematic as an anticipation of the move into retail. With the acquisition of Arpmed in July 2012, Profarma entered the specialty retail market, offering high-ticket prescription drugs to the final consumers through call centers in the cities of São Paulo, Rio de Janeiro and Campinas. Despite the strategic importance, Arpmed is a relatively small operation and had very little impact on Profarma. Finally, Profarma made the move into retail, with the acquisitions of Tamoio and Drogasmil/Farmalife. Raia Drogasil The main themes for Raia Drogasil on the operating front are its ongoing integration and organic expansion plan, which we believe will be the ultimate intrinsic value drivers for the company. In addition, we also highlight Raia Drogasil’s newly announced pilot stores targeting the low-end market under the brand Farmasil. In our view, Raia Drogasil’s brand architecture may be a hidden value that could bring additional upside in terms of intrinsic valuation, as well as an increase in the appeal of the asset in a final round of consolidation. Update on Integration: Toning Down High Hopes Raia Drogasil underwent a transformational merger and the final outcome of the integration process will be crucial for finding the fundamental value of the company. In our view, the company is still best in class, but investors have created high expectations from the merger. Raia Drogasil is the largest drugstore chain in Brazil, reaching such a prestigious position through a bold merger between Drogasil and its direct competitor Droga Raia. The deal was announced in July of 2011, and was highly praised by a market that cheered for abounding synergies from a more robust player that would combine Drogasil’s execution prowess and Droga Raia’s aggressive expansion plans. We are now almost two years into the merger and integration hurdles have kept Raia Drogasil from showing its true potential. In this section we Brasil Plural Equity Research | 39 Healthcare | Roadmap for Consolidation June 13, 2013 direct our analysis on Raia Drogasil’s current integration agenda and answer if the market was indeed overly optimistic and if pre-paying synergy gains may not bear fruit. The merger brought in high hopes, backed by a top-notch management team. Recent numbers from The Street suggest that the initial euphoria is giving in to more realistic expectations. Upon the merger announcement, Raia Drogasil’s newly formed management team refrained from quantifying the potential synergies of the deal. However, it disclosed several post-merger integration efforts that would be supported by renowned consulting companies. Measures included the creation of an integration office, the selection of a unified management system, purchasing & trade marketing integration, and others that were aimed at capturing best practices of each standalone company and to take advantage of the increased bargaining power. Yet, The Street’s expectations were high, calling for: (i) greater sales prospects, based on optimization of store portfolio; and (ii) improved operating margins, triggered by best purchasing conditions, ramp-up of sales/store and efficiency gains at the SG&A level. Chart 69: Expected Synergies Still to Be Seen… Revenue Growth •Best practices in sales; share of existing product and promotional agreements; joint e-commerce platform Gross Margin •Best purchasing conditions and gross margin policies; enhancement of trade marketing through best practices and reassessment of promotional spaces; introduction of private label products Efficiency Gains •Strengthening of management structure; logistics optimization through complementary DCs and improved shipping; integration of systems and processes; corporate expenes dilution and redundancies elimination Selected M&A Store Portfolio Optimization •Flexible capital structure; potential use of shares as a currency for acquisitions; experience in M&A and PMI; empowerment of acquired assets by the use of Raia-Drogasil dual-brand strategy •Coordinated growth in existing markets; accelerated entry into new markets; gains from selective closure of redundant stores Source: Raia Drogasil and Brasil Plural Research Non-recurring impacts from the integration process still make synergies hard to quantify. In our view, both Drogasil and Raia had very sound expansion plans underway when the merger was announced, and management was agile in adapting to a new and coordinated strategy leveraging on a dual-brand strategy. As a result, Raia Drogasil was able to meet expectations for sales performance, although SSS might have disappointed in one quarter or another. On the other hand, the downward trend in EPS estimates tells us a different story. Expectations of greater operating profitability fell short of what was delivered, mainly as a result of non-recurring impacts, rather than synergies, related to the merger. Chart 70:…While Several One-offs Appeared Integration Expenses 2012 1Q13 Total Cons ulting -10.0 -0.8 -10.8 Juridica l a nd Lega l Advis ory -8.8 -1.6 -10.4 Severa nce Expens es -3.7 0.0 -3.7 Stores /Ra ia Office Clos ure -4.5 -2.2 -6.7 Fa rmá cia Popula r Progra m -3.4 -5.5 -8.9 Total -30.4 -10.1 -40.5 Gros s Revenues 5,594 1,438 7,032 -0.5% -0.7% -0.6% p.p. impa ct on EBITDA ma rgin Source: Raia Drogasil and Brasil Plural Research Brasil Plural Equity Research | 40 Healthcare | Roadmap for Consolidation June 13, 2013 Management took a conservative approach towards synergies since day one, and the market is gradually converging to more down-to-earth scenarios. Raia Drogasil’s integration is an ongoing effort that we do not expect to end soon. As of 1Q13, most overhead areas are already integrated, with a single headquarter, top management and commercial department. However, all these accomplishments have been hindered by a flurry of non-recurring impacts that led Raia Drogasil’s operating margins to remain flat in the first year of operations as an integrated company. We believe these one-offs related to the integration process should steadily reduce throughout 2013, clearing the space for the long-awaited synergies to kick-in. The next steps in the integration should be the complete integration of IT systems, with the phase-in of SAP to all stores (currently only present in Raia). We remain skeptical of significant synergies in the short-term as the assertive pipeline of store openings should keep operating margins pressured, though brighter profitability outlook should emerge as the company’s share of mature stores grows. Charts 71 and 72 show consensus forecast evolution for Raia Drogasil’s sales and EPS. Chart 71: Bloomberg’s Consensus Sales Estimates (R$million) Chart 72: Bloomberg’s Consensus EPS Estimates (R$/share) Source: Bloomberg and Brasil Plural Research Source: Bloomberg and Brasil Plural Research Store Opening Plan Organic expansion through a well-coordinated store opening plan should be Raia Drogasil’s playbook and one that we believe management’s know-how underpins. At the time of the merger, Drogasil and Droga Raia were in different expansion phases. Drogasil’s expansion plans were more modest (average of 35 stores/year), focusing on driving profitability of its growing share of mature stores, while Droga Raia was in a relentless process of launching new stores, with a plan to open 90 stores/year. In our view, the merger combined Raia’s aggressiveness and Drogasil’s discipline, resulting in a solid pipeline of store launches under the new umbrella. We believe Raia Drogasil’s top management posses the experience to move through this phase, although we highlight that the main risks for its expansion plans are related to personnel and optimum use of its current and new distribution centers. Brasil Plural Equity Research | 41 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 73: Pipeline of Store Openings – Guidance vs. Delivered Chart 74: Distribution Centers Locations Source: Raia Drogasil and Brasil Plural Research Source: Raia Drogasil and Brasil Plural Research Raia Drogasil reiterated its roadmap of 130 new stores in 2013, which should be delivered around its seven distribution centers. Raia Drogasil delivered 100 new stores in 2012, slightly below the initial 130-store guidance, mainly as a result of some delays in openings using the Droga Raia brand on the back of the anticipation of the corporate restructuring process on which Droga Raia was incorporated by Drogasil. The incorporation helped assure the utilization of the fiscal benefits related to the goodwill generated by the merger. The estimated value of the fiscal benefit from goodwill is R$85 million. However, it delayed the store openings under the Droga Raia brand due to bureaucratic requirements related to the store operation license, and it also prevented the company from effectively using its distribution centers. As of 1Q13, this issue is a shade of the past and Raia Drogasil is already back to the store opening th pace that resonates with the expected 130 target. The addition of its 7 distribution center in 2012 to reinforce the position in the northeastern region also strengthens execution achievability. Going forward, we believe Raia Drogasil should gradually ease the pace of new shops, tactically developing new distribution centers as it drifts into untapped areas. While we remain confident on Raia Drogasil’s management execution prowess to deliver expected store expansion, we grow concerned about personnel and distribution center bottlenecks. Over the past couple of years, Brazil’s labor market remains unexceptionally tight, rendering unemployment rates at all-time lows. This macro dynamic has direct consequences to Raia Drogasil’s expansion plans as supply of skilled labor is sequentially getting more expensive. Not only that, Raia Drogasil’s distribution center encompasses the most relevant pharmacy markets in Brazil (see chart 74). However, we expect growth prospects to slowly decelerate in these markets and the expansion to north/northeastern regions will probably be the prescription for further growth. We view this movement as natural and Raia Drogasil can use distributors to slowly learn new markets, but we believe that Raia Drogasil’s operating standards include building new distribution centers in these new regions, which could also pose some execution risks and short-term pressures on operating profitability. Multi-Brand Strategy: Raia Drogasil’s Hidden Value Raia Drogasil brand architecture embraces two of the most prominent drug retail brands in Brazil, bolstering the company’s expansion flexibility and empowering new brand-building concepts. According to BrandAnalytics/Millward Brown, Drogasil and th th DrogaRaia rank as the 38 and 43 most valuable brands in Brazil, respectively, and are the only drug retailers making the study. We acknowledge the great deal of relevance that convenience plays in drug retail, but we are defenders of a welldeveloped brand strategy that drives customer choice, loyalty and spontaneous advocacy. Raia Drogasil’s multi-brand strategy yields adaptability to different market’s demographics, maximizing market share gain/maintenance based on store Brasil Plural Equity Research | 42 Healthcare | Roadmap for Consolidation June 13, 2013 openings/closings, catering to brand-switchers and boosting the development of alternative brands. Chart 75: Raia Drogasil’s Brand Architecture Chart 76: Raia Drogasil’s Geographic Presence Markets with only one brand should remain with one brand in the shortterm, while in mixed markets, store openings are analyzed case-by-case 14 6 447 Stores FD:45 63 458 Stores 74 7 17 524 66 46 Number of Stores 26 17 Source: Raia Drogasil and Brasil Plural Research; ¹Free translation; ²BrandAnalytics Source: Raia Drogasil and Brasil Plural Research From our perspective, brand architecture mastery provides optimization of current store portfolio and will be pivotal in intra-chain confrontations. Upon the merger, Raia Drogasil management inherited the largest portfolio of stores in the country (864, as of December 2012), and quickly figured out that closing overlapping stores did not necessarily channel sales to the residual store. In addition, intra-brand migration between nearby stores is not always the case. In contrast, maintaining the dual brand strategy helps to cater to brand switchers (consumers willing to experiment with different brands). In this sense, we do not expect a significant number of closings going forward, as we see Raia Drogasil’s store portfolio evolving with a healthy balance of Drogasil/Droga Raia stores. As a matter of fact, we believe that a balanced assortment of brand/stores should render Raia Drogasil with an extra push when a frontal clash with other large chains becomes inevitable. While competitors hinge in different regional brands to expand in the short-term, when drug retail advance from the “stateby-state” contest, they will most likely face Raia Drogasil’s two flagship brands as national contenders rather than regional powerhouses. Chart 77: Conceptual Example of Raia Drogasil’s Dual-Brand Prowess 2.5 1.8 Rebased at 100 at the opening of new store for comparatitve purposes 1.6 2.0 1.5 1.4 1.2 Sales Sales Rebased at 100 at the opening of new store for comparatitve purposes 1.0 0.8 1.0 0.6 Intra-brand cannibalization is lower... 0.5 0.0 ...upbolding the dual-brand strategy superior marginal revenue per new store 0.4 0.2 0.0 1 2 3 4 5 6 7 Time 8 9 10 11 12 13 14 15 1 2 3 4 5 6 7 Time 8 9 10 11 12 13 14 15 Source: Raia Drogasil and Brasil Plural Research Drogasil is the spearheading brand in new markets, while Droga Raia comes in to strengthen competitive market positioning. Management has been vocal about using Drogasil stores when entering untapped markets, mostly due to the brand’s more comprehensive store formats and popular appeal. Evidence of this strategy comes from Raia Drogasil’s venture in four newly entered states (Bahia, Mato Grosso do Sul, Mato Grosso and Santa Catarina), all of them receiving new Drogasil stores, which should grow as the company keep its store opening plans. Once these markets are saturated by competitors and Drogasil itself, Raia Drogasil can channel new store openings to the DrogaRaia brand, filling different price and quality gaps. According to Brasil Plural Equity Research | 43 Healthcare | Roadmap for Consolidation June 13, 2013 management, this dual branding strategy allows for greater marginal revenue per new store when compared to a monolithic expansion strategy (see chart 77). Lastly, Raia Drogasil acknowledges markets’ singularities and if a more premium set is required, DrogaRaia can be tactically used to fit specific needs. Raia Drogasil unveiled a new brand and store format to tap emerging consumers, which we see as positive in the long-term and inform us of management’s flexible framework to take advantage of market opportunities. During its 1Q13 earnings conference call, Raia Drogasil disclosed that they are carrying a pilot-program of smaller and unembellished stores, focused on reaching out to consumers of lower income brackets. The call here is for price, speed and assertiveness of a simple portfolio of products. Granular details about this endeavor are scarce, but capex per store should be way below current average, yielding lower sales/sqm as well. ROICs are expected to be similar though. We understand that this movement is still too embryonic to move the needle in the short-term, but it shows management willingness to experiment with new brand concepts to seize market opportunities. In our view, this could be a good way to respond to increasing competition from Pague Menos and to a potential buyout of franchisees by Brasil Pharma, while at the same time it increases Raia’s addressable market by 44%, or R$36 billion, as it traditionally catered more to the A/B segment. Chart 78: Going Down the Social Pyramid 0 5,000 10,000 15,000 Chart 79: Farmasil Store – No Stands, Straight to Generics 20,000 25,000 A1 Downselling holds sizable opportunities in terms of addressable market expansion A2 B1 B2 C1 C2 D E Potential R$36 billion untapped market Potential Consumption per Income Bracket (R$million) Source: IPC and Brasil Plural Research Source: Raia Drogasil and Brasil Plural Research Brasil Pharma The main themes for Brasil Pharma are also the update on integration and the organic expansion plan. In addition, we also highlight the ongoing changes in the company’s ownership and corporate structure as important developments that can dictate the long-term performance of the company. The Integration Dam Brasil Pharma’s leadership in several markets was conquered through a wellentrenched acquisition culture, but it should only grasp its “power of one” potential once all operations are fully integrated and a definite corporate structure emerges. From our perspective, Brasil Pharma’s competently executed roll-up strategy led the company to be well positioned in some of the fastest growing regions in the country, ranking #1 or #2 in states in the southern, mid-western and northeastern regions of Brazil. Brasil Pharma’s fulfilled its consolidation plan (see chart 80) as advocated in the company’s IPO, reaching and expanding in less competitive regions with the help of local expertise acquired from former regional operators. However, we believe Brasil Pharma’s positive prospects are still blurred by the ongoing consolidation process (see chart 81), primarily as a result of two game-changing deals – the acquisitions of Big Ben and Santana -- on top of those that constituted the IPO’s roll-up. Brasil Plural Equity Research | 44 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 81: Brasil Pharma Timeline Rosário Acquisition 800 300 384 397 Jun/2011 400 663 681 Mar/2011 Farmais Acquisition 468 Jul/2010 500 May/2010 1Q13 709 Stores Platforms Big Ben/Guararapes Sant’Ana Mais Econômica Rosário Distrital 1,017 824 Sep/2009 367 Stores Platforms Mais Econômica Guararapes Rosário Distrital 986 IPO 700 IPO (Jun/2011) Follow-on 1,115 900 600 San'Ana Acquisition Mar/2013 1,000 Big Ben Acquisition Jun/2012 1,100 Mais Economica Acquisition Brasil Pharma Inception Feb/2011 1,200 Nov/2011 Chart 80: Concrete Delivery of Regional Expansion # Stores (Proprietary + Franchises) Source: Brasil Pharma and Brasil Plural Research Source: Brasil Pharma and Brasil Plural Research Brasil Pharma’s earliest roll-up business model aimed to capture synergies based on a three step integration process: scalability, efficiency and consolidation. Back in 2009, BTG Pactual’s private equity arm conceptualized Brasil Pharma as a roll-up of regional drugstore chains, first by purchasing a franchise operation in Sao Paulo (Farmais) and subsequently acquiring Rosário (Midwest - Jul/2010), Guararapes (Northeast - Oct/2010) and Mais Economica (South – Mar/2011). After the company’s IPO in Jun/2011, top management’s integration process of different and geographically sparse assets began, expecting to be concluded through three phases (see chart 82). Chart 82: Management’s Integration Expectation Scalability Efficiency Consolidation (Expected: YE2011) (Expected: 2H12-2H13) (Expected: post 2H13) • Procurement integration • IT, Culture implementation • G&A Synergies • Best Practices • Processes Standardization • Consolidation of Operations • Product Expansion • Culture Implementation Source: Brasil Pharma and Brasil Plural Research Subsequent acquisitions of Big Ben (Nov/2011) and Santana (Feb/2012) added two sizable assets to Brasil Pharma’s umbrella, delaying tangible synergy gains beyond initial expectations. Brasil Pharma’s management was expecting low-hanging fruits from scale gains of combined assets, particularly in purchasing integration (COGS reduction). The initial goal was to capture these gains within 6-12 months after the IPO. However, the company’s mandate of regional expansion through M&A led to the acquisition of Big Ben and Santana within that timeframe, ultimately forcing Brasil Pharma to tactically adjust its integration agenda. Management decided to incorporate Guararapes under Big Ben in light of the operations proximity, and as of 1Q13, Big Ben procurement division is still not operating together with the rest of the commercial platform. A similar reschedule is also happening in the implementation of Brasil Pharma’s Shared Service Center (SSC), which is one of the company’s trumps in delivering SG&A gains to offset its hefty regional management structure and close the efficiency gap with its competitors. Brasil Plural Equity Research | 45 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 83: Commercial Platform Integration and Shared Service Center Implementation Schedule – Delivered and New Targets Inte 1Q12 SHARED SERVICE CENTER IMPLEMENTATION PROCUREMENT INTEGRATION 2011 2Q12 3Q12 4Q12 1Q13 2Q13 3Q13 4Q13 SAP introduction led Brasil Pharma to promote tactical adjustments. Big Ben/Guararapes integration was rescheduled in light of SAP introduction which should be conducted in three steps... Rosário Sant’Ana Mais Econômica Big Ben Guararapes SSC Preparation Corporate Structure 2014 Big Ben Guararapes SSC Stabilization, Rosário + Farmais Sant’Ana Mais Econômica Big Ben Guararapes SAP should be implemented in three phases: (1) Back-office (9M13E); (2) Inventory Management (2H14E); (3) Store Front (delivery undefined) Delivered Postponed Big Ben Guararapes SAP New Target Source: Brasil Pharma and Brasil Plural Research We acknowledge management’s efforts to tackle the challenges entailed in the consolidation of Brasil Pharma’s complex structure, but we do not expect any shortcut other than time to seize the “power of one”. We do not see above mentioned postponements as indications of inadequate execution; we view the work that has been done as fast, all things considered, and more importantly, we believe that Brasil Pharma has actually worked actively to reduce the risk of the potential departure of the operational shareholders by setting up a strong management team with sound industry expertise. However, we believe there is still a time-consuming path to grasp the expected synergies of a fully integrated Brasil Pharma. We draw relevant insights from Raia Drogasil and its post-merger experience. In our view, Drogasil and Droga Raia were two of the best managed drug retail assets in Brazil, operating in virtually the same area, yet we struggle to notice material step up in sales or profitability stemming from the merger. In sum, we expect Brasil Pharma’s suboptimal results to gradually improve over time, particularly when structural rewards from the integration start to kick in, but it should not happen in the near-term and we gaze into 2014-2015 to get more constructive. Chart 84: Integration One-offs Still Blur Integration Gains Integration Expenses (R$million) 2011 2012 1Q13 Total IPO/Bonds Is s ua nce Expens es -2.1 -0.1 0.0 -2.2 M&A/Bra ndi ng -4.1 -5.4 -0.7 -10.2 Pl a tform Integra ti on/Downs i zi ng -4.3 -13.3 -1.8 -19.4 Ta x As s es s ment Fa rma i s 0.0 -3.9 0.0 -3.9 Other -0.9 -1.4 -0.1 -2.4 Total -11.4 -24.1 -2.6 -38.1 Gros s Revenues (R$mi l l i on) 2,558 3,094 815 6,467 -0.4% -0.8% -0.3% -0.6% p.p. i mpa ct on EBITDA ma rgi n Source: Brasil Pharma and Brasil Plural Research Brasil Plural Equity Research | 46 Healthcare | Roadmap for Consolidation June 13, 2013 Homespun Solution to Build Cohesion Brasil Pharma’s corporate structure is evolving into a mix of internally bred leadership plus experienced industry professionals from what originally started as a banking effort. In our view, Brasil Pharma’s top management is gradually growing past its ties with former owners. Some of the better management that came along with the various regional acquisitions have been critical to identifying organic growth opportunities and future M&A targets. This evolving management team that has been borne out of the roll-up is proving adept at capitalizing on the regional brand awareness of the legacy chains and their strong store locations. Chart 85: Brasil Pharma’s Diversified Middle-Management Enables the Simultaneous Engagement in Several Fronts Source: Brasil Pharma and Brasil Plural Research Regional singularities endorse the different approaches each team is tackling and we expect a more cunning reaction if executed independently. Brasil Pharma’s roll-up DNA has caused management to run a company with distinct platforms operating with different routines and habits. While all the aforementioned efforts deal with internal issues that should help Brasil Pharma surpass the integration dam, the employment of regional divisions is aimed to face both internal and external particularities of each market more swiftly. In our view, considering Brasil Pharma’s structure, this is a constructive way to empower middle-managers to promote tactical adjustments en route to accomplish their goals. We depict on Chart 85 each divisions’ feats and areas to be improved. The corporate strategy of retaining former owners as partners was a way to assure execution and regional know-how, but it also entailed conflict of interest risks. The company was developed with the discourse of leveraging on founding partners’ regional expertise to deliver superior execution and overcome peers who dare enter their domain. While we believe it made sense from an operating standpoint in the early stages of operations, in practical terms it associated Brasil Pharma’s success on these managers’ willingness to take the consolidated company to the next level. This was one of investors’ main concerns and push-backs during Brasil Pharma’s IPO and one that top management pre-empted through the underlying intrinsic value of the business and share lock-ups to founding partners that would ensure commitment and interest alignment (see chart 86). Over the past two years, Brasil Pharma’s top management promoted some adjustments to its middle-management, particularly in executives spearheading the way out of the integration dam (see chart 87). Brasil Plural Equity Research | 47 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 86: Before-After Corporate Structure 2011 2012 2013 2014 Jun/2011 Jun/2011 1st Tranche(Jun/12) 2nd Tranche(Jun/13) 3rd Tranche(Jun/14) Feb/2012 2015 2016 Jun/2014 2.25mn shares (0.9% total) Jun/2014 7.86mn shares (3.1% total) 15mn shares (5.9% total) Feb/2015 Mar/2012 Mar/2015 23.8mn shares (9.4% total) Source: Brasil Pharma and Brasil Plural Research Chart 87: Before-After Corporate Structure ADMINISTRATIVE/SHARED SERVICE CENTER (SSC) INTEGRATION COMMERCIAL INTEGRATION OPERATIONS INTEGRATION Procurement Operations Finance/SSC Renato Stefanoni Rodrigo Silveira Sara Rezende Logistics Trade Marketing North/ Northeast South Bahia Platform Mid-West Projects SSC SAP/IT Jadir Tavares Rovilson Apolinário Ricardo Kitamura Delmar Raguzzoni Renato Lobo Emílio Azevedo Juliana Amaral Alessandra Araújo Renato Segala Source: Brasil Pharma and Brasil Plural Research Farmais: Far More a Rain Check Than a Free Option With the growing likelihood of intra-chain combination amid the next wave of consolidation, we believe Brasil Pharma’s franchising system – Farmais – is the company’s most likely answer to join the fierce race for the southeast. Upon inception, Brasil Pharma strategy was to avoid direct confrontation with larger, wellestablished chains in an attempt to deliver greater gross margins in light of lower competition. As a result, Brasil Pharma’s cherry picked its acquisitions outside the southeastern region, choosing instead to conduct a franchising model in the region with the Farmais brand (see details in chart 88). We believe this move played a critical role in the company’s competitive strategy as it is a cheaper way (no capex involved in store openings) to tap emerging consumers in highly competitive areas without moving the focus from its core operations. However, as we expect markets fragmentation to wane over time, Brasil Pharma’s opportunity to revisit its long-term strategy relies on the option to purchase Farmais stores from franchisees. In the past, we viewed Farmais as a free option to enter the highly competitive and real estatescarce southeastern market. But ever since CVS acquired Onofre, we tend to view the buyout of Farmais’ franchisees as a requisite before the final round of consolidation. Brasil Plural Equity Research | 48 Healthcare | Roadmap for Consolidation June 13, 2013 Chart 88: Farmais Number of Stores Evolution 1000 Brasil Pharma's Call Option Contract 900 872 800 713 700 600 530 500 400 - When a franchisee renews its contract, it must sign with the call option to Brasil Pharma. - Franchisees are required to renew their contracts for each 5-year period. 361 300 2010 2008 2006 2004 2002 2000 0 #Stores with BPHA's Call Option¹ 2016E 2012 79 100 2014E 199 200 - Brasil Pharma's call option enables the company to purchase franchisees' stores for 1/3 of annual gross sales. #Stores Source: Brasil Pharma and Brasil Plural Research; ¹Brasil Plural estimates Farmais’ franchise contracts include a call option in favor of Brasil Pharma, which could ultimately anchor Brasil Pharma as the first true nationwide player and put the company for good on the consolidation map. According to management, roughly 20% of Farmais’ franchisees contracts have a call option that grants Brasil Pharma the possibility to purchase the underlying store at 1/3 LTM sales. All new contracts and old contracts renewals are being formulated with this call option embedded. The contracts have a five year length, thus we expect Brasil Pharma to be entitled to purchase all Farmais outlets by 2016-2017. We estimate that considering Farmais’ stores average annual sales between R$0.8-2.5 million, Brasil Pharma could purchase an asset of 600+ stores for R$150-500 million. In our view, at 1.3x sales valuation (in line with Raia Drogasil and Brasil Pharma at current market prices), the incorporation of Farmais would be accretive as it would allow Brasil Pharma to become the most comprehensive drug retailer in the country while positioning it as one of the most coveted targets for international players. 88% 80% 60% 40% 20% 25% 20% 38% 40% 62% 50% 60% 75% 80% Cat. 1 Cat. 2 Cat. 3 Cat. 4 Cat. 5 Cat. 6 Cat. 7 Cat. 8 R$1,267 R$592 R$377 R$237 R$134 R$70 R$35 R$10 0% Avg. Monthly Sales (R$'000) 100% 0% Mkt. Share (R$) Cummulative Mkt. Share (#Stores) 100% 100% 13% Cummulative Mkt. Share (R$) Chart 89: Farmais is Brasil Pharma’s Downscale Opportunity Mkt. Share (#Stores) Source: Brasil Pharma and Brasil Plural Research Farmais expansion potential is based on the catering for a different target public than Brasil Pharma itself and other drugstore chains, while also aiming to convert independent stores to franchisees. In our view, independent of the strategic issues surrounding Farmais, the franchising operation has some appealing opportunities on its own. As we describe in Chart 89, Farmais is positioned in a cluster of the drug retail market that is dominated by smaller stores that focus on lower income clients, hence Brasil Plural Equity Research | 49 Healthcare | Roadmap for Consolidation June 13, 2013 yielding a lower sales per store than Brasil Pharma, Raia Drogasil and Abrafarma. We believe Brasil Pharma should be able to expand in this “mom and pop” territory also by converting independent drugstores into Farmais, with the proposition of offering an optimization package (superior commercial terms through centralized procurement, trade marketing know-how, nationwide marketing campaigns) in exchange for monthly fees (1.3% of gross revenues up to a R$1,530/month limit). Moreover, we view Farmais as a great avenue for acquiring local market expertise. These independent operators can fill some knowledge gaps, particularly in more sparsely populated areas where low-income populations have tremendous loyalty to local owners. Brasil Plural Equity Research | 50 Healthcare | Roadmap for Consolidation June 13, 2013 Appendix: Key Industry Themes Secular Trends Underpin Pharma Growth on Steroids According to IMS Health, the Brazilian Drug retail market should expand by a CAGR of 14.0% during 2013-2017, a slight deceleration from the CAGR of 16.7% posted in 20082012, which compares to the global average of 6%. In our view, the core drivers for such an upbeat forecast remain the growing purchasing power of the young Brazilian population, reinforced by generics’ flourishing significance to consumers. We also see major shifts in consumption pattern that could stem from public policies, which could ultimately enhance growth prospects. In sum, we expect Brazil’s drug retail market to keep outgrowing global market (’08-12 CAGR of 16.7%), making the case for Brazil’s secular growth an appealing investment case. 2017E 2016E 2015E 2014E 2012A 2011A 2010A 2009A 2013E IMS estimates 100 90 80 70 60 50 40 30 20 10 0 2008A Pharma Sales (R$billion) Chart 90: Drug Retail in Brazil Is Expanding at a Striking Pace in Global Terms Source: IMS Generics penetration is far from a matured stage. From our perspective, growing penetration of generics within drug retailers’ mix will keep on fueling market growth in Brazil, chiefly by expanding the addressable market and encouraging consumption based on greater affordability. We expect drug retailers to keep pushing generics’ sales upwards based on the healthier margins they yield and the long-term savings in the expanding role of preventive medicine vs. hospitalization. Moreover, the growth in generic penetration can be further spurred by the advent of other payers, such as the government or Personal Benefits Manager (PBM). Chart 91: Generics Penetration Dynamics Compared to the US Suggests that Generics’ Price in Brazil are Still Much Higher 25% 80% 20% 70% 60% 15% 50% 40% 10% 30% 20% 5% 10% 0% Generics Penetration (Value) Generics Penetration (Volume) 90% Chart 92: Generics’ Monetary Contribution Is Greater Than Branded Drugs 0% 2006 BZ Volume (LHS) 2007 2008 US Volume (LHS) Source: IMS and Brasil Plural Research 2009 2010 BZ Value (RHS) 2011 Generics' price are c.40% lower than branded drugs, but yield c.50% greater contribution margins 100 60 85% 50% 30 15 Branded Drug Price Cost Contribution Margin Generic Drug Price Cost Contribution Margin US Value (RHS) Source: Raia Drogasil and Brasil Plural Research Discounts and patent expirations should drive competition and pave further access to generics. Competition in the supply side (laboratories) of the pharma value chain is Brasil Plural Equity Research | 51 Healthcare | Roadmap for Consolidation June 13, 2013 escalating at the same fast pace, driven by global enterprises seeking to tap the prominent “Pharmerging” market Brazil has proved to be. Consequently, this competitive landscape is leading to a sequential rise in discounts conceded to drug retailers (see chart 93), particularly in the generics segment. Concurrently, we believe that the noteworthy patent expiration pipeline (see chart 94) should incentivize labs to offer generic counterparts at discounted prices to offset market share erosion. Chart 93: Discounts Evolution per Type of Product Chart 94: Drugs’ Loss of Exclusivity (LOE) Pipeline 3 +21p.p. 60.4% 60% 2.8 2.5 50% 2 39.2% 41.3% 40% R$billion Discounts Evolution (%) 70% 30.3% 30% 25.1% 16.2% 20% 8.3% 10% 1.7 1.5 1 20.2% 11.5% There are at approximately R$1 billion in retail market sales that are subject to loss of exclusivity in the next three years 0.5 0 0% Branded Similar 2010 2011 Protected in LOE in 2013 LOE in 2014 LOE in 2015 LOE in 2016 LOE 2016 On 2012 Generic 2012 Source: IMS and Brasil Plural Research Source: IMS and Brasil Plural Research Structural social-economic drivers to keep the retail push. The same social-economic factors that led the Brazilian pharmaceutical market to grow at a 17% CAGR over the past five years, is likely to linger for the next couple of decades. In our view, these main drivers consist of: (i) an aging population with poor income distribution, limiting access to innovative therapies; (ii) growing purchasing power led by an out-of-pocket spending reality that yet lags several emerging peers. According to IBGE’s latest census, Brazil has been undergoing a demographic transition process. A decreasing fertility rate coupled with longer life expectancy has reshaped the age structure in the country, increasing the share of senior Brazilian citizens. Based on IBGE forecasts, adults within the range of 40-80 years old should represent 39% of total population by 2030 compared to the current 24%. We believe this demographic shift tends to increase pharmaceutical products consumption, mainly as a result of the still high income inequality that reduces the access to proper therapies. Charts 95 and 96 shows population age distribution and evidence from the US of greater pharma expenditure as the population ages. Chart 96: Pharma Expenditure per Age Group – US Evidence 40% 20 15 10 8% 10% 2000 2010 14% 19% 20% 5 - 0% Population over 60yrs Source: IBGE and Brasil Plural Research 2020E 2030E % of Total Population Rebased at 100 for comparatitve purposes 507 377 233 100 161 Age Group >75-years 25 65-74 Millions 30 791 680 55-64 60% 45-54 35 35-44 40 900 800 700 600 500 400 300 200 100 - 25-34 80% <25-years 45 Pharma expenditure per capita Chart 95: Brazil’s Population Age Distribution Source: Health Distribution Management Association and Brasil Plural Brasil Plural Equity Research | 52 Healthcare | Roadmap for Consolidation June 13, 2013 Brazil’s out-of-pocket healthcare spending reality should continue to boost drug consumption as social conditions improve. The 1988 Brazilian Constitution grants every Brazilian citizen universalized access to equal medical care, supported by the Government’s unified health system (SUS). The sector, however, receives only 41.6% of its total resources from government funding, according to the World Health Organization (WHO). Notwithstanding, the Brazilian economy has fared well as a result of rising discretionary income and formal employment, and consequently so have the emerging social classes, which should produce a significant impact to pharma expenditure as social conditions improve (see chart 97). Chart 97: Class C Should Boost Pharma Spending Pharma Expenditure per Household per Social Class (R$/year) A Total Pharma Expenditure per Social Class (R$million/year) A 4,303 B B 1,894 C Total pharma market can potentially expand by 3% for each 10% of the class C that emerges to class B 679 E 27,440 D 5,029 E 387 0 28,468 C 1,134 D 8,717 1,000 2,000 3,000 4,000 5,000 157 0 5,000 10,000 15,000 20,000 25,000 30,000 Source: Target Consulting and Brasil Plural Research Brasil Plural Equity Research | 53 Healthcare | Roadmap for Consolidation June 13, 2013 Disclosure GENERAL DISCLAIMER This report has been produced by the research department (“Brasil Plural Research”) of Brasil Plural Corretora de Câmbio, Títulos e Valores Mobiliários S.A. (“BRASIL PLURAL CCTVM”). BRASIL PLURAL is a brand name of BRASIL PLURAL CCTVM. This report may not be reproduced, retransmitted, displayed or re-published to any other person, in whole or in part, for any purpose, without the prior written consent of BRASIL PLURAL CCTVM, which consent may be sought by contacting the principal analyst, who is going to be responsible for obtaining the Control Room´s approval. BRASIL PLURAL CCTVM accepts no liability whatsoever for the actions of third parties in this respect. This research report is for distribution only under such circumstances as may be permitted by applicable law. This research report is not tailored to the specific investment objectives, financial situation or particular needs of any specific recipient, even if sent only to a single recipient. This research report is not guaranteed to be acomplete statement or summary of any securities, markets, reports or developments referred to in this research report. Neither BRASIL PLURAL CCTVM nor any of its directors, officers, employees or agents shall have any liability, however arising, for any error, inaccuracy or incompleteness of fact or opinion contained in this research report or lack of care in this research report’s preparation or publication, or any losses or damages which may arise from the use of this research report. BRASIL PLURAL CCTVM may rely on information barriers, such as “Chinese Walls” to control the flow of information within the areas, units, divisions, groups, or affiliates of BRASIL PLURAL CCTVM. Investing in any of the non-U.S. securities or related financial instruments (including ADRs) discussed in this research report may present certain risks. Non-US securities mentioned, recommended, offered, or sold by Brasil Plural CCTVM or its affiliates are not insured by the Federal Deposit Insurance Corporation and are subject to investment risks, including the possible loss of the entire principal amount invested. The securities of non-U.S. issuers may not be registered with, or be subject to the regulations of, the U.S. Securities and Exchange Commission. Information on such non-U.S. securities or related financial instruments may be limited. Foreign companies may not be subject to audit and reporting standards and regulatory requirements comparable to those in effect within the United States. The value of any investment or income from any securities or related financial instruments discussed in this research report denominated in a currency other than U.S. dollars is subject to exchange rate fluctuations that may have a positive or adverse effect on the value of or income from such securities or related financial instruments. Past performance is not a guarantee of future results and no representation or warranty, express or implied, is made regarding future performance of any security mentioned in this report. Income from investments may fluctuate. The price or value of the investments to which this research report relates, either directly or indirectly, may fall or rise against the interest of investors. Any recommendation or opinion contained in this research report may become outdated as a consequence of changes in the environment in which the issuer of the securities under analysis operates, in addition to changes in the estimates and forecasts, assumptions and valuation methodology used herein. The locally listed shares of Brazilian companies may only be purchased by investors outside of Brazil who are “eligible investors” within the meaning of applicable laws and regulations. STOCK RATINGS Ratings (i) Overweight (i) Definition (ii) Overweight stocks are expected to have a total return of at least 15% and are the most attractive stocks within the industry. Coverage (iii) Banking Relationship (iv) 39.34 4.17 Equal Weight Equal weight stocks are expected to remain flat or increase in value and are less attractive than Overweight stocks. 44.26 14.81 Underweight Underweight stocks are the least attractive stocks within the industry. 16.39 20.00 For disclosure purpose only, in accordance with FINRA requirements, we include the category headings of BUY, HOLD and SELL alongside our ratings of Overweight, Equal Weight and Underweight, respectively. Overweight, Equal Weight and Underweight are not the equivalent of BUY, HOLD and SELL but represent recommended relative weighting. (ii) Investment ratings reflect the analyst’s assessment of a stock’s absolute total return and its attractiveness relative to other stocks within the industry. The Industry is comprised of stocks covered by a single analyst or two or more analysts sharing a common segment, geographic region or other classification(s). The industries we cover are: 1) Agribusiness; 2) Banking and Financial Services; 3) Basic Materials (Steel & Mining and Pulp & Paper); 4) Consumer Goods, Retail and Food & Beverage; 5) Brasil Plural Equity Research | 54 Healthcare | Roadmap for Consolidation June 13, 2013 Healthcare and Education; 6) Oil & Gas and Petrochemicals; 7) Real Estate; 8) Telecommunications, Media and Technology; 9) Transportation, Industrials and Logistics; 10) Utilities; and 11) Equity Strategy. (iii) Percentage of companies covered by BRASIL PLURAL CCTVM within this rating category. (iv) Percentage of companies within this rating category for which BRASIL PLURAL CCTVM provided investment banking services over the last 12 (twelve) months, or which maybe provided during the next 3 (three) months. ANALYST(S) DISCLOSURES AND CERTIFICATION The analysts hereby certify that the views expressed in this research report accurately reflect their personal views about the subject securities or issuers and it was prepared in an independent manner, including with respect to the person and to BRASIL PLURAL. The analyst’s compensation is, directly or indirectly, determined by income from BRASIL PLURAL´s business and financial operations. In addition, the analysts certify that no part of their compensation was, is, or will be directly or indirectly related to the specific recommendations or views expressed in this research report. The compensation of the analyst who prepared this report is determined by research management and senior management (not including investment banking). Analyst compensation is not based on investment banking revenues, however, compensation may derive from the business and financial operations revenues of BRASIL PLURAL CCTVM, its affiliates and/or subsidiaries as a whole, of which investment banking, sales and trading are a part. Compensation paid to analysts is the sole responsibility of BRASIL PLURAL CCTVM. The principal analyst Guilherme Assis is responsible for the content of this report and for meeting the requirements of Securities and Exchange Commission of Brazil (CVM) Instruction 483/2010. Unless otherwise stated, the individuals listed on the cover page of this report are research analysts. COMPANY SPECIFIC DISCLAIMERS Companies Mentioned Marisa Guararapes Hering Restoque Lojas Renner Panvel Ticker AMAR3 GUAR3 HGTX3 LLIS3 LREN3 PNVL4 Recent Price R$24.02 R$91.11 R$34.45 R$8.28 R$69.70 Rating Overweight Equal Weight Equal Weight Underweight Equal Weight Not Rated Additional Disclosure The sole purpose of this document is to provide information about companies and their securities. The information contained herein is provided for informational purposes only and does not constitute an offer to buy or sell, and should not be construed as a solicitation to acquire, any securities in any jurisdiction. The opinions expressed herein with regard to the purchase, sale or holding of securities, or with respect to the weighting of such securities in a real or hypothetical portfolio, are based on careful analysis by the analysts who prepared this report and should not be construed by current or future investors as recommendations for any particular investment decision or action. The investor’s final decision should be made taking into account all of the risks and fees involved. This report is based on information obtained from primary or secondary public sources, or directly from companies, and is combined with estimates and calculations prepared by BRASIL PLURAL CCTVM. This report does not purport to be a complete statement of all material facts related to any company, industry, security or market strategy mentioned. The information has been obtained from sources believed to be reliable but BRASIL PLURAL CCTVM does not make any express or implied representation or warranty as to the completeness, reliability or accuracy of such information. The information, opinions, estimates and projections contained in this document are based on current data and are subject to change. Prices and availability of financial instruments are indicative only and subject to change without notice. BRASIL PLURAL CCTVM is under no obligation to update or revise this document or to provide notification of any changes in such data. The securities discussed in this report, as well as the opinions and recommendations contained herein, may not be appropriate for every type of investor. This report does not take into account the investments objectives, financial situation or particular needs of any particular investor. Investors who wish to buy, sell or invest in securities that are covered in this report should seek independent financial advice that takes individual characteristics and needs into consideration, before making any investment decision with respect to the securities in question. Each investor should make independent investment decisions after carefully analyzing the risks, fees and commissions involved. If a financial instrument is denominated in a currency other than an investor’s currency, changes in exchange rates may adversely affect the price or value of, or the income derived from the financial instrument, and the reader of this report assumes all foreign exchange risks. Income from financial instruments may vary, and therefore their price or value may rise or fall, either directly or indirectly. The information, opinions and recommendations contained in this report do not constitute and should not be interpreted as a promise or guarantee of a particular return on any investment. BRASIL PLURAL CCTVM, its affiliated companies, and the analysts involved in this report take no responsibility for any direct, indirect or Brasil Plural Equity Research | 55 Healthcare | Roadmap for Consolidation June 13, 2013 consequential loss resulting from the use of the information contained in this report, and anyone using this report undertakes to irrevocably indemnify BRASIL PLURAL CCTVM and its affiliates from any claims and demands. Prices in this report are believed to be reliable as of the date on which this report was issued and are derived from one or more of the following: (i) sources as expressly specified alongside the relevant data; (ii) the quoted price on the main regulated market for the security in question; (iii) other public sources believed to be reliable; or (iv) BRASIL PLURAL CCTVM’s proprietary data or data available to BRASIL PLURAL CCTVM. No representation or warranty, either express or implied, is provided in relation to the accuracy, completeness or reliability of the information contained herein, except with respect to information concerning BRASIL PLURAL CCTVM, its subsidiaries and affiliates. In all cases, investors should conduct their own investigation and analysis of such information before taking or omitting to take any action in relation to securities or markets that are analyzed in this report. BRASIL PLURAL CCTVM makes no representations herein that investors will obtain profits. Brasil Plural CCTVM will not share with investors any investment profits nor accept any liability for any investment losses. Investments involve risks and investors should exercise prudence in making their investment decisions. BRASIL PLURAL CCTVM accepts no fiduciary duties on behalf of recipients of this report and in communicating this report is not acting in a fiduciary capacity. This report is not intended to serve as a substitute for the exercise of the recipient´s independent judgement. Opinions, estimates, and projections expressed herein constitute the current judgment of the analyst responsible for the substance of this report as of the date on which the report was issued and are therefore subject to change without notice and may differ or be contrary to opinions expressed by other business areas or groups of BRASIL PLURAL CCTVM as a result of using different assumptions and criteria. The information, opinions and recommendations contained in this report do not constitute and should not be interpreted as a promise or guarantee of a particular return on any investment. Because the personal views of analysts may differ from one another, BRASIL PLURAL CCTVM, its subsidiaries and affiliates may have issued or may issue reports that are inconsistent with, and/or reach different conclusions from, the information presented herein. Any such opinions, estimates, and projections must not be construed as a representation that the matters referred to therein will occur. Prices and availability of financial instruments are indicative only and subject to change without notice. Income from financial instruments may vary, and therefore their price or value may rise or fall, either directly or indirectly. Neither BRASIL PLURAL CCTVM nor any of its affiliates, nor any of their respective directors, employees or agents, accepts any liability for any loss or damage arising out of the use of all or any part of this report. IMPORTANT DISCLOSURES FOR U.S. PERSONS This research report was prepared by Brasil Plural CCTVM, a company authorized to engage in securities activities in Brazil. Brasil Plural CCTVM is not a registered broker-dealer in the United States and, therefore, is not subject to U.S. rules regarding the preparation of research reports and the independence of research analysts. This research report is provided for distribution to “major U.S. institutional investors” in reliance on the exemption from registration provided by Rule 15a-6 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) and is not being provided pursuant to a soft-dollar arrangement. Any U.S. recipient of this research report wishing to effect any transaction to buy or sell securities or related financial instruments based on the information provided in this research report should do so only through Brasil Plural Securities LLC, a registered broker dealer in the United States with an office at 545 Madison Ave., New York, NY 10022, (212) 897-3737. Under no circumstances should any recipient of this research report effect any transaction to buy or sell securities or related financial instruments directly through Brasil Plural CCTVM. Brasil Plural Securities LLC accepts responsibility for the content of this research report, subject to the terms set out below, to the extent that it is delivered to a U.S. person other than a major U.S. institutional investor. The analyst whose name appears in this research report is not registered or qualified as a research analyst with the Financial Industry Regulatory Authority (“FINRA”) and may not be an associated person of Brasil Plural Securities LLC and, therefore, may not be subject to applicable restrictions under FINRA Rules on communications with a subject company, public appearances and trading securities held by a research analyst account. The disclosures contained in research reports produced by BRASIL PLURAL CCTVM and distributed by Brasil Plural Securities LLC in the U.S. shall be governed by and construed in accordance with U.S. law. Additional information relative to the financial instruments discussed in this report is available upon request. IMPORTANT DISCLOSURES FOR UNITED KINGDOM THIS DOCUMENT IS STRICTLY CONFIDENTIAL TO THE RECIPIENT, MAY NOT BE DISTRIBUTED TO THE PRESS OR OTHER MEDIA AND MAY NOT BE REPRODUCED IN ANY FORM. THIS DOCUMENT IS DIRECTED ONLY AT PERSONS WHO ARE “INVESTMENT PROFESSIONALS” FALLING WITHIN ARTICLE 19(5) OF THE FSMA 2000 (FINANCIAL PROMOTION) ORDER 2005, OR HIGH NET WORTH Brasil Plural Equity Research | 56 Healthcare | Roadmap for Consolidation June 13, 2013 BODIES FALLING WITHIN ARTICLE 49(2) OFTHAT ORDER (TOGETHER THE “RELEVANT PERSONS”). THIS DOCUMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT INVESTMENT PROFESSIONALS OR RELEVANT PERSONS. THE DISTRIBUTION OF THIS DOCUMENT IN OTHER JURISDICTIONS MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, ANYSUCH RESTRICTIONS. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE LAWS OF ANY SUCH OTHER JURISDICTION. This document does not constitute or form part of any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any securities nor shall it or any part of it form the basis of, or be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. While the information in this document and the opinions are based on sources believed to be reliable, BRASIL PLURAL has not independently verified the accuracy of such sources. Accordingly no representation or warranty, express or implied, is made as to, and no reliance should be placed on the fairness, accuracy, completeness or correctness of the information and opinions contained in this document, and neither BRASIL PLURAL nor any of its affiliates, directors, members, officers or employees shall have any liability whatsoever for any loss howsoever arising from any use of this document or its contents or otherwise arising in connection therewith. Any opinions, forecasts or estimates in this document constitute a judgment as at the date of this report. There can be no assurance that future results or events will be consistent with any such opinions, forecasts or estimates. This information is subject to change without notice and its accuracy is not guaranteed. It may be incomplete or condensed and it may not contain all material information concerning the company. BRASIL PLURAL shall have no obligation to update the information contained in this document. BRASIL PLURAL (or its affiliates, officers, directors or employees) may, to the extent permitted by law, have acted upon or used the information herein contained before the publication of this report and may have a position in securities issued by the companies and may make a market or act as a principal in any transactions in any such securities. BRASIL PLURAL may from time to time perform investment banking or other services to, or solicit investment banking or other business from, the companies. THIS DOCUMENT HAS BEEN FORWARDED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY OTHER PERSON. BY ACCEPTING THIS DOCUMENT YOU AGREE TO BE BOUND BY THE FOREGOING LIMITATIONS. This document is exempt from the general restriction in section 21 of the Financial Services and Markets Act 2000 (“FSMA”) on the communication of invitations or inducements to engage in investment activity on the grounds that it is made to a certified sophisticated investor, being a person who (a) has a current certificate signedby an authorized person to the effect that he is sufficiently knowledgeable to understand the risks associated with the investment type or (b) has signed a statement in the form prescribed in article 50 of the FSMA 2000 (Financial Promotion) Order 2005. The content of this document has not been approved by an authorized person, as would be required under FSMA if the above exemption did not apply. This document should not be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever. To do so may expose you to a significant risk of losing all of the property invested and/or incurring additional liability. If you are in any doubt about the securities which are described in this document, you should consult an authorized person who specifies in investments of this type. IMPORTANT DISCLOSURES FOR CHINA THIS DOCUMENT IS FOR DISTRIBUTION IN PEOPLE’S REPUBLIC OF CHINA (THE “PRC”, FOR THE PURPOSE OF THIS DOCUMENT, EXCLUDING HONG KONG SPECIAL ADMINISTRATIVE REGION, MACAU SPECIAL ADMINISTRATIVE REGION AND TAIWAN) ONLY TO THE SPECIFIC QUALIFIED DOMESTIC INSTITUTIONAL INVESTORS AS DEFINED IN THE TRIAL MEASURES FOR THE ADMINISTRATION OF SECURITIES INVESTMENT OUTSIDE THE PRC BY QUALIFIED DOMESTIC INSTITUTIONAL INVESTORS (《合格境内机构投资者 境外资券投资管理资行资法》) PROMULGATED BY THE CHINA SECURITIES REGULATORY COMMISSION (“CSRC”) ON 18 JUNE 2007, CHINA INVESTMENT CORPORATION (中国投资有限资任公司), NATIONAL SOCIAL SECURITY FUND (全国社会保障基金), QUALIFED DOMESTIC INSURANCE COMPANIES, AND QUALIFIED DOMESTIC BANKS (COLLECTIVELY, THE “QUALIFIED DOMESTIC INVESTORS”), WHICH HAVE BEEN APPROVED BY RELEVANT PRC GOVERNMENT AUTHORITIES TO INVEST IN THE OFFSHORE STOCK MARKETS. OTHER PERSONS SHOULD NOT ACT OR RELY ON THIS DOCUMENT OR ANY OF ITS CONTENTS. NO PUBLIC MEDIA OR OTHER MEANS OF PUBLIC DISTRIBUTION OR ANNOUNCEMENT WILL BE USED WITHIN THE PRC IN CONNECTION WITH THE DELIVERY OR DISTRIBUTION OF THIS DOCUMENT. THIS DOCUMENT IS CONFIDENTIAL AND IS BEING SUPPLIED TO YOU SOLELY FOR YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED, DISCLOSED OR PASSED ON, IN ANY WAY, TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY OTHER PURPOSE. NEITHER THIS DOCUMENT NOR ANY PART OF IT IS INTENDED AS, OR CONSTITUTES PROVISION OF ANY CONSULTANCY OR ADVISORY SERVICE OF SECURITIES INVESTMENT. SUBJECT TO THE FOREGOING, THE DISTRIBUTION OF THIS DOCUMENT DOES NOT CONSTITUTE A PUBLIC OFFER OF THE SHARES AS PRESCRIBED IN ARTICLE 10 OF THE PRC SECURITIES LAW (《中资人民共和国资券法》) PROMULGATED ON 29 DECEMBER 1998, AMENDED ON 27 OCTOBER 2005 AND EFFECTIVE ON 1 JANUARY 2006, AND IS NOT INTENDED AS, AND DOES NOT CONSTITUTE, PROVIDING CONSULTING OR ADVISORY SERVICE OF SECURITIES INVESTMENT AS DEFINED UNDER THE PRC LAWS. Brasil Plural Equity Research | 57 Healthcare | Roadmap for Consolidation June 13, 2013 IMPORTANT DISCLOSURES FOR SWITZERLAND This document is not intended to constitute an offer or solicitation to purchase or invest in the securities described herein. This material and the securities or other financial products referred to therein, are not intended for public distribution in or from Switzerland but are only intended to “qualified investors” within the meaning of, and in accordance with the private placement exemptions under, the Swiss Federal Act on Collective Investment Schemes (“CISA”). Neither this document nor any other offering or marketing material relating to the securities or other financial products may be publicly distributed or otherwise made publicly available in Switzerland who is not a “qualified investor” within the meaning of article 10(3) of CISA. By accepting to receive this document you acknowledge that you are such a qualified investor. This material may not be copied or handed over to any person other than the recipient except with the prior written consent of the Company. The issuer is not subject to the supervision of the Swiss Financial Markets Supervisory Authority (FINMA). Therefore, holders of the securities will not benefit from the specific investor protection under CISA and the supervision by the FINMA. Copyright 2013 Brasil Plural CCTVM and/or its affiliates. All rights reserved. Brasil Plural Equity Research | 58