Grupo Fleury announces the acquisition of Grupo Papaiz, entering the dental diagnostics market September 28th, 2012 All rights reserved 2012
Disclaimer This presentation may contain forward-looking statements. Such statements are not statements of historical facts and reflect the beliefs and expectations of the Company s management. The words anticipates, believes, estimates, expects, forecasts, plans, predicts, project, targets and similar words are intended to identify these statements, which necessarily involve known and unknown risks and uncertainties. Known risks and uncertainties include but are not limited to the impact of competitive services and pricing market acceptance of services, service transactions by the Company and its competitors, regulatory approval, currency fluctuations, changes in service mix offered, and other risks described in the Company s registration statement. Forward-looking statements speak only as of the date they are made and the Fleury Group does not undertake any obligation to update them in light of new information or future developments. 2
Overview Grupo Fleury announces the acquisition of Grupo Papaiz, a company with more than 30 years of tradition with leadership position in the São Paulo s market of dental diagnostics. The acquisition objective is to explore business opportunities in the dental diagnostics market, a still under penetrated market, with highly fragmented competition and high growth potential. Grupo Papaiz offers dental diagnostics services through eight patient service centers (PSCs) located in São Paulo. In the last twelve months (LTM) ended in June, 2012, Net Revenues reached R$ 13.4 million and EBITDA amounted R$ 3.7 million (27,6% margin). The negotiated enterprise value is R$ 18.4 million (5.0x EBITDA jun12 LTM). Net debt was estimated at R$ 260 thousand and will be deducted from the enterprise value. There will be retention of R$ 2.7 million as risks and contingencies. Grupo Fleury will hold 51% of the Grupo Papaiz and will lead the business. Odontoprev will control the company that will hold the remaining 49%. All the nine current shareholders are dentists and will continue to develop their current functions after the transaction conclusion. Three of them will remain with management activities. The acquisition s conclusion is conditioned to CADEs (Brazilian anti-trust entity) approval 3
4 About Grupo Papaiz Grupo Papaiz operates through eight pacient service centers (PSCs) located at the city of São Paulo, that offers dental diagnostics services, such as tomography, intra and extraoral radiographs, ortodontic documentation, and dental arcade models. Between 2006 and 2011, Papaiz Group achieved a 20% CAGR in Gross Revenue. Payers mix PSCs location Individuals¹ (out of pocket) 80% DCOs² 20% 6 2 4 7 1 8 3 ¹ Individuals: clients that pay for the service without intermediation of a DCO ² DCO: dental care organization s 5 In the last twelve months ended in June of 2012, the company reached net revenues of R$ 13.4 millions and R$ 3.7 millions EBITDA (27.6% margin). 1 2 Jardins Santana 4 5 Tatuapé Santo Amaro 7 São Miguel 8 Av. Brasil 3 Vila Mariana 6 Lapa
Services offered and sample of patient service centers (PSCs) Services offered by Grupo Papaiz Tomography (dental) Imaging diagnostic method that allows the reproduction of the maxillomandibular complex in three-dimensional shapes Intraoral radiographs Radiographs performed with the film inside the patient's mouth Extraoral radiographs Radiographs performed with the film outside the patient's mouth Ortodontic documentation Grouping of different procedures results in a single condensed report (usually composed by dental arcade model, extraoral radiographs, photos and cephalometric tracing) Dental arcade models Reproductions of dental arcade Sample of Pacient Service Centers (PSCs) Av. Brasil Jardins Vila Mariana São Miguel 5
Expected benefits This acquisition expands Grupo Fleury s role in the Brazilian healthcare value chain and presents successful opportunities in face of the still undeveloped potential of this market. Addition of important intangible assets, including the employees, dental surgeons and qualified managers of Grupo Papaiz, which are recognized in the dental diagnostics market. Reinforcement of Grupo Fleury's drivers to offer services based on differentiation and markets with growth potential. Diversification of revenue sources. Only 20% of Grupo Papaiz gross revenue comes from DCOs. Synergies in management and technology, and contribution to the further development of Grupo Papaiz on items related to excellence in service processes and customer intimacy. Odontoprev: strategic partner. ¹ DCO: dental care organization 6
Private dental market in Brazil The Brazilian private dental market benefits from favorable economic and sociodemographic factors. Among them, the increasing income of the Brazilian population and formal job creation. The dental plans segment achieved higher growth rates compared to medical-hospital plans. The penetration rate ¹ of exclusively dental plans is well below the penetration rate of medical-hospital plans (9% vs. 24% respectively in December 2011). With about 240 thousand professionals, Brazil presents the highest dentists concentration of the world. Middle class ( classe C ) participation on total brazilian population Source : Fundação Getúlio Vargas (FGV) 60% 48% 50% 52% 53% 54% 55% Formal jobs creation (millions) Source: Ministério do Trabalho e Emprego / CAGED 1.5 1.9 1.7 1.4 2.6 2.0 1.5 1.0 2006 2007 2008 2009 2010 2011 2014 E 2006 2007 2008 2009 2010 2011 1S11 1S12 Dental plan beneficiaries (millions) Source: ANS 7.3 8.8 10.4 12.7 14.7 16.8 16.2 17.6 Penetration¹ of medical-hospital and dental plans Source: ANS / IBGE 23.8% 24.6% 20.0% 20.7% 21.5% 22.1% 3.9% 4.7% 5.5% 6.7% 7.6% 8.7% Dec/06 Dec/07 Dec/08 Dec/09 Dec/10 Dec/11 2006 2007 2008 2009 2010 2011 2Q11 2Q12 Dental medical-hospital ¹ Penetration: ratio, expressed as a percentage, between the number of beneficiaries and the total population in a specific area 7
Private dental market in São Paulo Quantity of Dental plans beneficiaries per metropolitan regions March/12 (thousands) Source: ANS 4,274 The São Paulo metropolitan region concentrates the biggest population in Brazil, also presenting the highest quantity of private dental plans The growth of dental plans in the last five years was higher in São Paulo than anywhere else in Brazil. 1,910 830 767 743 631 505 531 SP RJ BSB SALV BH CUR CAMP FORT Total population per metropolitan region (millions) Source : CENSO 2010 - IBGE 19,7 11,8 5,4 4,0 3,7 3,7 3,6 3,6 SP RJ BH P.ALEG DF REC FORT SALV 8
Deal follow-up and schedule! Due diligence... Concluded! Uptades post-due diligence... Concluded! SPA signing... Concluded today (Sep, 28th) CADE s¹ approval.............. Ongoing Formalization of the acquisition s contract... After CADE s¹ approval Closing and accounting consolidation... After CADE s¹ approval ¹ CADE: Brazilian anti-trust entity 9
Timeline of Acquisitions 27 acquisitions since 2002: Enhancing services diversification, geographical presence and knowledge base 2002 2004 2005 2007 2008 2009 2010 2011 2012 Rio de Janeiro Bahia Pernambuco São Paulo Paraná Rio de Janeiro São Paulo Bahia São Paulo São Paulo Rio de Janeiro Bahia São Paulo Rio Grande do Sul Rio de Janeiro Paraná 10