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Merckx

Company Information Presentation


NOVEMBER 2019
STRICTLY PRIVATE AND CONFIDENTIAL

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STRICTLY PRIVATE AND CONFIDENTIAL

Disclaimer

Some of the products described in these materials are under development at Merckx and are not available for sale. There is no guarantee of the eventual availability,
safety, or effectiveness of these products. The products described are subject to FDA510 (k) Premarket Notification clearance and receipt of CE Mark prior to the
commercial distribution, and we make no definitive claims about the final features or benefits of these products. Merckx cannot take orders nor discuss prices of non-
cleared or unapproved devices.

The Company and the Advisers reserve the right in their sole and absolute discretion and without giving reasons, at any time without notice and in any respect, to
change or terminate the procedure for the sale of the Target or to terminate negotiations with, and the delivery of information to, any prospective purchaser. The issue
of this Information Memorandum shall not be taken as any form of commitment on the part of the Company to proceed with any transaction. Further, the Company and
the Advisers may conduct discussions and negotiations with any number of potential purchasers and on any basis as it or they consider appropriate, and shall have no
obligation to accept, review or consider any particular proposal or offer. The Recipient also undertakes in connection with its possible purchase of the Target that it will
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In this Information Memorandum, “Gleacher Shacklock” means Gleacher Shacklock LLP. Gleacher Shacklock LLP is regulated by the Financial Conduct Authority and is
registered in England No. OC302047. Registered Office: 33 King Street, London SW1Y 6RJ.
In this Information Memorandum, “Goldman Sachs” means Goldman Sachs International. Goldman Sachs International is regulated by the Financial Conduct Authority
and is registered in England No. 02263951. Registered Office: 25 Shoe Lane, London EC4A 4AU.
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registered in England No. 02711006. Registered Office: 25 Bank Street, Canary Wharf, London E14 5JP.
In this Information Memorandum, “connected persons” means in relation to each of the Company, the Target, Gleacher Shacklock, Goldman Sachs and JP Morgan, their
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and agents.

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Communication & Contacts


Gleacher Shacklock LLP (“Gleacher Shacklock”), Goldman Sachs International (“GSI”), and J.P. Morgan Securities plc (which conducts its UK investment banking
activities as J.P. Morgan Cazenove) (“J.P. Morgan Cazenove”) have been retained by Smiths Group Plc. (“the seller”) to represent it in a potential sale of Merckx (“the
company”). All questions or requests for information should be directed to one of the following representatives of Gleacher Shacklock, GSI, or J.P. Morgan Cazenove.
Under no circumstance should any member of the seller or the company or any of their respective directors, officers, employees, representatives, agents, advisers (other
than Gleacher Shacklock, GSI, or J.P. Morgan Cazenove), customers or suppliers be contacted in connection with the
proposed sale of the company

Goldman Sachs International


Plumtree Court
25 Shoe Lane
London EC4A 4AU

Nick Harper

Tel: +44 (20) 7552-4009


nick.harper@gs.com

Soren Moller-Rasmussen

Tel: +44 (20) 7552-4676


soren.moller-rasmussen@gs.com

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STRICTLY PRIVATE AND CONFIDENTIAL

Table of Contents

01. Executive Summary

02. Key Investment Highlights

03. Business Overview


Merckx
04. Growth and Performance Enhancement Plans

05. Financial Overview

06. Appendix

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01
Executive Summary
STRICTLY PRIVATE AND CONFIDENTIAL

A strong business in an attractive industry


Investment thesis

1 Attractive $8.6bn served market; regulated and with sustainable growth fundamentals

2 Differentiated products - 70% of which have leading positions (#1-#3)1 in target product franchises

Attractive business model with >80% revenue generated by the repeat purchase of single-use products or
3 dedicated consumables associated with proprietary devices

4 Increased investment in R&D over the last three years is delivering accelerated revenue growth

Multiple levers will accelerate future revenue growth to above market levels over the medium term with further
5 game-changing portfolio expansion opportunities

6 20%+ operating margins and excellent free cash flow, with potential to take margins to 23%+

7 Strong executive team with the experience and ambition to deliver Merckx’s full potential

Note: Most recent annual financials are for 31-Jul-2019 LTM


1 Brand preference ranking by decision makers

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STRICTLY PRIVATE AND CONFIDENTIAL

Merckx is a leading player in the highly attractive, growing medical


device market
Manufacturing effective and valued medical devices and consumables critical to patient care globally
Market and business overview ($bn, 2019) Leading positions in three major segments

Total addressable market Infusion


($23.8bn) Systems

Infusion Systems that deliver fluids and medication for pain


management and treatment of acute and chronic diseases for use in
hospital and home settings

Merckx served market


segments
($8.6bn) Vascular
Access

• Leading player in a highly attractive $8.6bn global Vascular access safety devices that protect healthcare workers
market, growing at +3-4% p.a. and patients from the risk of infection
• Operating in a regulated market, with strong intellectual
property rights underpinned by 1,000+ patents
• Global reach with direct presence in 30+ countries, sales Vital Care
presence in 120+ countries, and ~8,000 global
employees
• 58% of sales generated in the Americas, 23% in EMEA and Vital Care devices and systems to maintain body temperature before,
19% in APAC during and after surgery and manage patients’ airways

• FY19 revenue of $1.1bn with 54% gross margin, 24%


adjusted EBITDA margin, and 103% cash conversion1
Source: Company information, Company market study
Note: Financials for the year to 31-July-2019. GBP converted to USD using FX rate of 1.25
1. (EBITDA less capex and change in net working capital) / adjusted operating profit
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STRICTLY PRIVATE AND CONFIDENTIAL

The medical device market is structurally attractive


Merckx’s served market segments are growing at +3-4% annually, supported by a number of long-term
structural tailwinds
… with future expansion into “white
Current addressable market… spaces”

+3-4%
Medium-term CAGR

 
  Focus on  Pressure to  New products
measuring reduce expand the
  Increased and prices and addressable
patient improving insurance market (e.g.,
patient coverage of LVP¹)
 Growing awareness of
treatments and outcomes drugs and
and ageing  Increased
population diagnostics  Increased devices
exposure to
 government higher growth
 Rising Increased
$10.2bn
access to guidelines segments, such
middle
healthcare in for device as emerging
class esp.
developing use markets and non-
emerging
$8.6bn markets countries acute care
settings
 Ageing and  Clinical product
lifestyle differentiation  Partnerships (e.g.,
changes driving technology and
driving rise premiumization contract
in chronic manufacturing)
diseases

2019 Demographics Utilization Outcomes Cost of Care FY24F Upsides FY24F

Source: Company market study


Note: Relative growth drivers are illustrative
1 LVP: Large volume pump.

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STRICTLY PRIVATE AND CONFIDENTIAL

>70% of Merckx’s revenue is generated by brands with top-three


positions
Merckx is well positioned with a portfolio of time-tested, competitively advantaged brands, which deliver
attractive gross margins

Infusion Systems Vascular Access Vital Care

Revenue Key stats Revenue Key stats Revenue Key stats

FY19A FY19A FY19A


$397m $365m $364m
revenue revenue 32% revenue
Financials 35%

Gross Gross Gross


~57% 33% ~51% ~57%
margin1 margin1 margin1

Bold • Tracheostomy
• Ambulatory pumps denotes #1-3 • Peripheral IV catheters
leadership • Temperature management
• Hospital infusion • Sharps safety
Portfolio position • COPD2
• Infusion disposables • Ports and grippers
• Respiratory
• Pain management • Cardio thoracic • General anaesthesia

Medfusion™ Jelco Portex®


Syringe pumps with superior
accuracy for acute settings ViaValve® Bivona®
Sample Safety IV catheters Tracheostomy tubes
brands CADD®
Portable or wearable pumps and Portex® Acapella®
their consumables
Arterial blood sampling Vibratory PEP3 therapy
device

Portex® Deltec®
Regional and peripheral Ports and gripper needles for Level 1®
anaesthesia pain management long-term individual patient Temperature management
products care products

Source: Company information, Company market study


Note: Financials for the year to 31-July-2019. GBP converted to USD using reported FX rate of 1.25. Vital Care includes Specialty
1 Total gross profit shown excludes 7% addressable distribution costs on average.
2 COPD: Chronic Obstructive Pulmonary Disease, excludes drugs, inhalers and CPAP.
3 PEP: Positive expiratory pressure therapy. 10
STRICTLY PRIVATE AND CONFIDENTIAL

Merckx’s business model is attractive and delivers profitable growth


>80% revenue is generated by the repeat purchase of single-use products or devices with dedicated
consumables. Merckx enjoys long-standing relationships with key customers and opinion-formers
>80% recurring
(% of Sales)
FY19A

20% 25% 55%

Proprietary Proprietary device Standalone consumables


devices consumables and single use devices

• Cassettes
Examples

Ambulatory pumps Catheters Epidural trays / EchoGlo


• Infusion disposables

• Blankets
Warming systems Ports Trach tubes
• Sensor disposables

Traditional “razor + blade” business model • High volume items required in both acute and non-acute patient care
Description

• Steady consumption and revenue flow driven by continuous use


• Installed base provides • Strong correlation between sale of
recurring revenues device and dedicated consumables • ‘Tools of the trade’ for clinicians with high expectation of quality. Clinicians
• Time needed to build • Procurement staff are primary are key opinion formers, exhibit strong brand loyalty and influence purchase
scale protects incumbents decision-makers decisions

 Installed base drives lifetime revenues  Purchasing decision significantly influenced by the clinician
Attributes

 Training and investment drives customer “stickiness”  Merckx products rank highly on key purchasing criteria

 Aftermarket creates long-term relationships  Increasing patient population drives demand

Source: Company information, expert interviews, CDD report

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STRICTLY PRIVATE AND CONFIDENTIAL

Merckx has increased investment for growth in the past three years …
Increased investment in R&D has created a strong pipeline of future products that are competitively
positioned and are designed to meet existing and emerging customer needs
Increasing intensity of R&D investment… …with several products launched in the last 24 months

Selected examples
Jelco® Seriva
Point 1 • Catheter series available in both straight and side port
Period average R&D configurations and in both polyurethane and Teflon
as % revenue

Product refresh
6% CADD® Solis
• Wireless communication transforms the system from a
standalone pump to an integrated system with
Point 2 PharmGuard® Server software that helps increase
efficiency and safety within hospitals; decrease cost;
and improve outcomes
Medfusion® 4000 5GHz
• Syringe pump for very small (0.01-1130ml/hr.) highly
Point 3 accurate (±2%) doses in acute settings
• 5GHz for faster wireless data transfer
5%
NeoHeel™ Baby Lancet
• Used to collect quality blood samples from infants for
metabolic screening as well as glucose and other tests
Point 4 Available in four configurations which are based on the

Product launch

baby’s development level (Micro-Preemie, Preemie,
Newborn, Toddler)
EchoGlo® Needle
• Engineered for echogenic brightness at any angle or
4% Point 5 orientation – whether steep and deep, or shallow
conditions – for quick, accurate delivery of medication
Level 1 convective warmer
• High-flow, low noise pollution, convective warmer
helping patients maintain normal body temperature
FY10A-FY12A FY13A-FY15A FY16A-FY19A through every stage of surgery

Source: Company information, including information in annual reports

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STRICTLY PRIVATE AND CONFIDENTIAL

… and this investment is starting to accelerate top-line growth


A resilient core despite past disruptions… Rapidly improving performance…
…growing at ~1% …to market growth, and beyond
Well-defined strategic …which will return Merckx
Core underlying revenue growth of ~1%… roadmap… to market growth over the medium term

Non-recurring factors

Reported Disposals Acapella One-off Other Underlying


Deliver full
growth and discon-
tinued
distribution¹ historical
sales
factors growth
potential Above market
FY17A – 19A
products
FY17A – 19A
 NPI² / new
growth
technology / >5-6%
~1% capabilities

+3-4%
Expand from Outperformance
 the core driven by
Intellifuse™ and
In higher growth other new
areas products

Market growth
supported by
strategic plan
~(3%)
~2%
Consolidate
…understates the potential of the business the base
 Benefit from
H2 2019 organic
growth of 2%
Recent execution issues
now resolved
 Opportunity to accelerate growth  historical
investment
• Increased commercialization of R&D to drive sales Current Core Future
• Enforced notified body change from new products Business Portfolio
• Sales model for Acapella in the • Commercial excellence in sales, service and pricing
US • Expand international presence, optimize channels

Source: Company information


Some of the products described in these materials are under development at Merckx and are not available for sale; please refer to the disclaimer on page 2
1 Merckx top-line growth has historically been affected by a change in distribution channels for the Acapella product.
2 NPI: New product introductions.
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STRICTLY PRIVATE AND CONFIDENTIAL

Merckx has a clear path to deliver the full potential of the business…
The growth plan capitalizes on both top and bottom line opportunities built on strong financial foundations

Deliver full potential


Expand from the core - NPI¹ / new technology /
Consolidate the base - In higher growth areas - capabilities -
- Benefit from historical
investment -

Consolidate the current position Deliver above market growth with Establish positions for major new
How with new leadership and new products; channel products and enter attractive
improved operational and optimization; geographic adjacent market segments
commercial focus expansion; and partnerships

• Growth • Growth • Growth


• Salesforce effectiveness • Alternate Site Channel • NPI¹ – Intellifuse™ LVP²
• Pricing excellence • New Products – Intellifuse™ • Micro-Infusion acceleration
• Margin Syringe / Micro-Infusion • New business models
Actions • Procurement • Latin America / Asia • M&A / Partnerships
• G&A efficiency • Partnerships for portfolio gaps • Margin
• Manufacturing quick wins • Margin • P&L leverage (volume)
• Lean / operational excellence • Mix effect (higher margin
• Working capital management NPI¹)
Average annual revenue Average annual revenue Average annual revenue
growth: growth: growth:
Outcome At market (~3-4%) Above market (~5%) Above market and additional LVP²
potential
Operating margins: 20+% Operating margins: 23+% Operating margins: 25+%
potential potential
Source: Company information
Some of the products described in these materials are under development at Merckx and are not available for sale; please refer to the disclaimer on page 2
1 NPI: New product introductions.
2 LVP: Large volume pump.
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STRICTLY PRIVATE AND CONFIDENTIAL

…including two major ‘game changing’ portfolio extensions


Intellifuse™ enters the $3.2bn large volume pump segment, adding $270m annual revenue by FY24. Micro-
Infusion represents a great opportunity to become a partner of choice for pharmaceutical companies
LVP¹ is a $3.2bn segment globally Pharma companies see Merckx as an infusion solutions partner…

Entering the large volume pump segment expands Merckx's served There are a large number of biologic drugs under development that are
addressable segment in infusion systems by ~2.2x to $5.9bn2 potentially seeking efficacy and differentiation through infusion delivery
mechanisms
Number of biologic drugs under development
Revenue potential Intellifuse™ family
15
10
5
10% additional share 0
would generate

Regenera
Roche
Amgen

Biogen

Novartis

GSK
BMS

Sanofi

AbbVie
Lilly

Pfizer
JNJ
AztraZeneca
c. $350m additional
revenue

+$350m
Marketed Registration Phase III Phase II
Next-Gen LVP¹, infusion
sets, and software This is expected to create a >$1bn segment with >15% growth
Merckx is in the process of developing its next
$270m generation Micro-Infusion device:
• A pharma partner is funding the development (with
Next-Gen syringe
FY24A permission to sell more broadly)
Intellifuse™ revenue in Plan • Merckx can use the platform for any other therapies
Intellifuse™ launch to benefit from
Illustrative Intellifuse™ revenue at conversion of existing syringe portfolio • Pharma companies are interested in the finished
10% extra market share and established routes to market device for future partnerships

A share of this >$1bn3 segment with >15% growth p.a.,


US and EU regulatory submissions filed for LVP¹
would result in significant high-margin revenues
Some of the products described in these materials are under development at Merckx and are not available for sale; please refer to the disclaimer on page 2
1 LVP: Large volume pump.
2 Source: Commercial DD report.
3 Source: Company information, includes off-body and on-body micro-infusion pumps and subcutaneous sets. Does not include insulin or injection devices.
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STRICTLY PRIVATE AND CONFIDENTIAL

Merckx financial projections are underpinned by current momentum


and a strong five-year plan
A structurally and financially attractive business with high gross margins, moderate capital intensity, well-
managed tax rate and strong free cash flow
Adjusted revenue (in $bn) and growth Adjusted EBITDA (in $m) and margin Operating cash flow1 (in $m) and conversion2

0.3% 2.0%³ 5.1% 6.5% 9.9% 13.0% 23.7% 23.6% 24.9% 25.6% 26.7% 27.8% 102.9% 97.9% 94.5% 94.0% 94.1% 95.2%

441
1.6

375 89
1.4
0.3 362
327 37
1.3 0.1 299
302 80
1.2 0.1 267 270
1.1 1.1 259 30
235
224 216

338 352
1.3 322
1.2 1.3
271 282
256

FY19A FY20B FY21F FY22F FY23F FY24F FY19A FY20B FY21F FY22F FY23F FY24F FY19A FY20B FY21F FY22F FY23F FY24F

Base Intellifuse™ Base Intellifuse™ Base Intellifuse™

• High gross margins improved by new products and focus on • Strong free cash flow: >90% cash conversion across FY19-
• Return to market growth rate in existing portfolio by FY21 operational excellence across manufacturing, distribution and 24 despite growth investments
• Intellifuse™ and other NPI4 accelerate growth SG&A • Investment in working capital to support Intellifuse™
• >80% recurring revenue maintained • Adjusted EBITDA margin will recover to the FY17A level of • Low capital intensity: consistent capex (incl. capitalized R&D)
25.1% by FY22 of ~4.5% sales

Source: Company information


Note: Financials for the year to 31-July-2019. CAGR reflects 2020-24E. Some of the products described in these materials are under development at Merckx and are not available for sale; please refer to the disclaimer on page 2
1 EBITDA less capex and change in net working capital
2 (EBITDA less capex and change in net working capital) / adjusted operating profit
3 Reflects reported growth on pro forma FY19A revenue. Growth on adjusted FY19A revenue of 1.3%. 16
4 NPI: New product introductions.
STRICTLY PRIVATE AND CONFIDENTIAL

An industry leading, ambitious Merckx team


Strong senior team with the necessary experience, drive and ambition to deliver the full potential of the
business

JehanZeb George Ellen Nathan Nigel Joel John Gary Gretchen


Noor Montague Frenkel Spang Bark Williams Kowalczyk Barrett Randall

Chief
Chief SVP – SVP – VP –
Chief Financial Marketing & GM – GM – General
Executive Transfor- Global Regulatory &
Officer1 Technology Europe Americas Counsel
Officer mation Sales Quality
Officer

The Executive Team is focused on business transformation - supported by deep industry experience within the business

1. Note: Sierra Group employee, not part of the transaction perimeter

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02
Key Investment Highlights
STRICTLY PRIVATE AND CONFIDENTIAL

Key investment strengths and highlights


Key proof points

+3-4% >2.2x
1 Attractive $8.6bn regulated medical devices served market
with sustainable growth fundamentals Medium-term CAGR
Potential expansion of
Infusion Systems base SAS1

#1-3 >80%
2 Leading positions in target market segments with recurring revenue
driven by established relationships and differentiated products Leadership positions in
>70% of the business Sales from consumables / single-use devices

>125m >1,000
3 Global brands with proprietary IP and
established routes to market Patients treated with Merckx products
every year Global patents2

~40% >30
4 Investment in R&D
and significant planned near-term product launches Increase in average R&D spend
in FY16-19 vs FY12-15
Products (new / improved) launched
in last 24 months

~1% Above Market


5 Multiple levers to accelerate future revenue growth and access
emerging markets Historical revenue growth Medium term growth ambition and plan

>55% >90%
6 Strong margins and cash flow, with significant
and tangible upside potential Gross margin (excluding distribution costs) Cash conversion

New CEO Stronger Team


7 Ambitious Merckx team, with the necessary experience and drive
to deliver the full potential of the business Appointed in June 2019 Deep sector and functional knowledge

Note: Most recent annual financials are for 31-Jul-2019 LTM


1 Served addressable segment.
2 Granted or pending.
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STRICTLY PRIVATE AND CONFIDENTIAL

1 Structurally attractive market with resilient characteristics


Key characteristics of the medical device industry create a demanding operating environment and advantages for incumbent players

Characteristics of medical devices Characteristics of the medical device industry

 Safety is non-negotiable
 Extensive compliance procedures

 Products save lives


 Stringent regulatory requirements and
strong intellectual property rights

 Healthcare expenditure is  “Sticky” customers due to required


significant and growing investment in training and integration

 Clinical applications are invasive


 Investment in innovation and R&D
is a prerequisite

 Quality and reliability are critical


 Brand reputation and trusted products are
paramount

Source: Company information

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STRICTLY PRIVATE AND CONFIDENTIAL

2 Leading positions in targeted market segments


Leading positions in target market segments with global brands and established routes to market

…with no single competitor having


Merckx is a leader in its chosen segments… expertise across all of Merckx’s segments
Infusion Systems Vascular Access Vital Care
Infusion Systems Ports /
Ambulatory Syringe Huber Temp. GA airway
Ambulatory drug delivery systems Company pumps pumps PIVCs3 needles mgmt. devices Tracheostomy COPD4
CADD® that allow complete patient mobility #1 COP

Graseby™ C9
Affordable, high quality pumps
with emerging market focus Top 3
Merckx        
Vascular Access   
Jelco® Peripheral intravenous catheters Top 3
   
Deltec® Ports, central venous catheters Top 3
  
Vital Care

Acapella® Vibratory PEP2 therapy #1



Level 1®
Life-saving fluids delivered
at the correct temperature Top 3 
Portex® PVC tracheostomy Top 3 
Bivona® Silicone tracheostomy Top 3   
>70% of Merckx’s revenue is generated by products with
#1- #3 segment positions
Other
(Several)        
Brand preference ranking by decision makers1

Source: Company information, Company market study


1 Clinicians are the main decision makers for Vascular Access and Vital Care, while procurers lead the process for Infusion Systems.
2 PEP: Positive expiratory pressure therapy.
3 PIVC: Peripheral intravenous catheters.
4 COPD: Chronic Obstructive Pulmonary Disease. 21
STRICTLY PRIVATE AND CONFIDENTIAL

3 Deep R&D experience and extensive IP portfolio


Merckx has a reinvigorated global R&D organization, with outstanding expertise as well as a large portfolio of
intellectual property to support existing and potential future products

R&D built around Centres of Excellence Accelerating rate of patent filing

Regional Headquarters R&D

58

48

35

Minneapolis, MN
(Centre of Excellence for
engineering, software
and material science,
Infusion Systems)

FY17A FY18A FY19A


Southington, CT
(VascularAccess)
Portfolio of over 1,000 patents
Shanghai
Ashford (Infusion Systems /
(Vital Care) emerging markets) >350
>330
>310

300+ R&D ~60 software Average tenure


professionals engineers ~8 years
globally (~30 development, Vascular Access Infusion Systems Vital Care
~30 verification)

Source: Company information

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STRICTLY PRIVATE AND CONFIDENTIAL

Excellent global access to market - Merckx reaching millions of


3 patients every year
Merckx has established routes to its segments across customers in multiple settings, and delivers its products to over 125m patients per year

Pharma
companies
Hospitals

Monitoring
Clinics companies

Merckx B2B
Direct ~8%
~38%
Home care
Surgery
distributors
centres
First
responders
Other

Home care Surgery


providers Hospitals centres
Distributor
~54% ~5,700
~11,000
Hospitals with Alternate care sites
Home Merckx products with Merckx products
care
Clinics provider
First
3.5m >125m
responders Patients treated with
s Clinicians using
Merckx products
Merckx products
every years

Source: Company information


Note: Percentages represent share of Merckx FY19A revenues by channel

23
STRICTLY PRIVATE AND CONFIDENTIAL

4 From idea to launch, Merckx has a significant product pipeline


New product pipeline projected to deliver >$450m in sales over next four years with more to follow

Intellifuse™ Acapella OTC Keystone (underway) Micro-Infusion

• Modular design for low cost


manufacture of
• Acapella designed to be conventional, passive safety • Micro-Infusion is a fast-
sold direct to the consumer and closed system PIVC2 growing segment
• Designed to retain the • Leverages core infusion
features that clinicians love development capabilities

Designed with the following features:

• Standardized platform, with syringe and LVP1 Continued filling of product pipeline
• Easy to use Significant number of product launches and refreshes planned
• Modern design, fully interoperable

• With Ambulatory, gives Merckx a full suite of


pumps Pharmaceutical partnerships
Already working with large pharma partners on Micro-Infusion opportunities

Supported by strong commercialization capabilities

Source: Company information


Some of the products described in these materials are under development at Merckx and are not available for sale; please refer to the disclaimer on page 2
1 LVP: Large volume pump.
2 PIVC: Peripheral intravenous catheters.
24
STRICTLY PRIVATE AND CONFIDENTIAL

5 Clear strategic levers to accelerate revenue growth

Product innovation Channel expansion Commercial excellence Geographic expansion


% Vitality1 Share of USA ASHC Call points per sales rep SAS2 growth in EM

~10%
10-12%
13%
80
Developed
8% ~7% ~7%

70
~5% ~5%
6%

EMEA Latin India South- China


Today Target Today Target Today Target
(Emer- America east
ging) Asia
Actions underway
• Investment in innovation to meet • Investment in customer relationships • Refining go to market strategy • New structure for new geographies
customer needs to enter new higher growth through optimizing call points per rep to increase penetration in higher
• Refreshing core products and adjacencies – especially US Alternate and total addressable market per call growth markets and focus on
incorporating new products through Site/Homecare (ASHC) point and enhance key account regional competitiveness and
partnerships • Scaling direct sales organization and management structure for success
• Acquiring core technology when the build inside sales team • Improving overall salesforce • Limited cost to achieve (re-
economics are compelling (including • Increasing use of distributors to productivity globally deployment of existing resources
JVs and partnerships) drive penetration in alternative care • Optimizing pricing strategy by with limited new hiring)
sites building a mature pricing organization
Source: Company information
1 Vitality defined as latest 12 months of revenue of all products & services launched in the past 3 years over latest 12 months of total revenue.
2 Served Addressable Segment.

25
STRICTLY PRIVATE AND CONFIDENTIAL

6 Strong margins and cash flow generation…

Strong gross margins1 (FY2019) Consistent historical adjusted EBITDA margins Excellent cash conversion2

103%
98%
25%
24% 24% 24%

84%

Group = 54%
57% 57%

51%

Infusion Systems Vascular Access Vital Care FY17A FY18A FY19A FY20B FY18A FY19A FY20B

Opportunities to expand gross margin Opportunities to expand EBITDA margin Cash conversion
• COGS reduction • Overhead reduction • Excellent historical cash generation track record
• Operational excellence • Productivity improvement • Near term cash conversion of 90%+
• Supply chain optimization • Move to regional businesses supported by
• centre-light model
• Improve distribution efficiency

Source: Company information, Company market study


1 Total gross profit shown excludes distribution costs.
2 (EBITDA less Capex and Changes in Working Capital plus Other) / Operating Profit.

26
STRICTLY PRIVATE AND CONFIDENTIAL

6 …with significant margin upside potential…


Multiple margin expansion initiatives with specific operational actions already underway

G&A optimization

Gross margin efficiencies

• Productivity
improvements and
Operating leverage lower labour costs
from growth Streamlining
Focus of savings

Lean and operational • Logistics and


• functions
• Restructuring excellence processes distribution
procurement processes and tools • Working capital
• Tail spend • Spans and layers management
De-layering
management refresh
• Investment in talent Supply Chain
End of enforced
and tools Back office
change of notified
body issue Manufacturing efficiencies
Return to net Procurement
contract growth

Gross margin drop-


through

Within
Near Term
five year
Savings
plan
$30m - $50m $10m - $15m

Efficiency initiatives and operating leverage create margin expansion opportunities in the medium-term

Source: Company information

27
STRICTLY PRIVATE AND CONFIDENTIAL

7 … and resulting growth and margin accretion


Organic growth Future
Margin expansion Cash conversion
Potential for above market growth in the medium term accretive M&A

+3 ppt >94%
Acceleration to >9% growth by FY23
by FY23 Conversion


 Procurement
+3-4% Potential for
Geographic accretive and
Product expansion
innovation Manufacturing Well-invested transformational
platform in place acquisitions

Channel
Intellifuse™ expansion Supply chain
Structural growth launch
in medical devices
market Commercial G&A optimization
R&D and excellence
partnerships

Source: Company information

28
03
Business Overview
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Merckx overview
Merckx is a leading player in its chosen product categories, with top-three positions in >70% of the business

Merckx

$1,126m Revenue
54% Gross Margin

Infusion Systems Vascular Access Vital Care

$397m Revenue $365m Revenue $364m Revenue


Financials (1)
57% Gross Margin 51% Gross Margin 57% Gross Margin

Revenue by Revenue by Revenue by Revenue by Revenue by Revenue by


sub-segment geography sub-segment geography sub-segment geography

Cardio General
Pain Ambulatory Specialty
Thoracic APAC Anaesthesia
Management Infusion APAC Sharps Safety 8%
13% 20% 20% Americas
14% 23% 25% 30% APAC
Infusion 51%
Disposables Tracheostomy 24%
29%
Mix 7%
EMEA
EMEA
12%
Respiratory
Hospital 10%
14%
Infusion Americas
15% Ambulatory 61% PIVC Americas Temperature Respiratory EMEA
Infusion Ports &
Grippers 40% 68% Management COPD 25%
Disposables 11%
41% 17% 22%

Deliver fluids and medication for pain Safety devices that protect healthcare
Devices and systems to maintain body
management and treatment of acute workers and patients from the risk of
temperature before, during and after
Overview and chronic diseases for use in hospital infection. Often used in conjunction
surgery and manage patients’ airways
and home settings with Infusion Systems devices

Source: Company information


1. Note: Financial figures refer to FY19A. Gross profit excludes 7% addressable distribution costs on average, included within expenses

30
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Favourable industry trends


Megatrends generally favour sustainable growth and help shape Merckx’s strategy

Megatrends Observations Merckx strategic response


(embedded in plan)

Demographic trends • Growing and ageing population (+300m >65 by 20251) • Focus on fast-growing emerging markets
fuel increased • Rising middle class (65% of globe by 20302) • Partner with pharmaceutical companies who
healthcare spend • Shifting focus from acute to chronic disease treat chronic conditions with new therapies

• Patients are more involved and have higher expectations of


care • Focus on non-acute, alternate sites
Increasing patient
• Sophisticated patients demand mobility with wearables • New marketing campaigns targeting patient
sophistication
increasing +26% to 225m units in 20193 experience
and personalized
• 70% of payers pay (or plan to pay) for doctors receiving patient • Use patient feedback from nurse and clinician
care monitoring data1 panels to develop better products
• Consumer-centric design and interface increasingly important

Healthcare • Value-based reimbursement model • Strengthen competency in using clinical and


economics • Outcomes and patient experience drive value economic evidence
QUALITY COST
reward • Clinical differentiation underpins a price premium • New marketing campaigns targeting patient
outcomes  VS.
$ • More sophisticated procurement function experience

Digitization enables • Develop digital platform and offers


• Emerging software / subscription models
new revenue streams — Software as a subscription model (e.g.,
• Data and analytics services
PharmGuard®)
• Algorithm-aided and A.I. diagnoses
— Interoperability and EMR interface

Source: Company information


EMR – Electronic medical records
1 PwC Research; 2 Brookings Institute; 3 Gartner

31
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Key business characteristics

Merckx Revenue - $1.1bn (FY19A)

 High proportion of
business is recurring,
OEM Other increasing visibility of
5% 8%
One-off
APAC future revenues
17% Surgery
20% Infusion
Systems Centres &
35%

EMEA
Home Care
Providers
25%
Direct
38%
 Three strong business
franchises
25% Other
59%
Medical
Devices
100% Vascular
 Scale in US and Europe
with contribution from
Access fast-growing APAC and
Recurring
80% 33% LatAm regions
Hospitals
& Clinics Next 15
Americas
58%
70% 15%
Distributor
54%
 Growing presence in
faster-growing Non-
Vital Acute channel
Care Top 5
32% 26%

 Fragmented and
diversified customer
Industry Purchase pattern Segment Geography Customer type Customer Channel base

Source: Company information

32
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Key elements of the growth strategy


Merckx will develop sustainable and advantaged positions for its products in those market segments which offer good opportunities for future growth

Key Elements of the Strategy


Category Selected opportunities

Invest in innovation to meet customer needs:  Expand the Infusion SAS¹ by entering Large
• Refresh core products Volume Pump (LVP) segment
Product • Enter new higher growth adjacencies  New partnerships and NPI to expand Vascular
innovation • Incorporate new products/technologies through partnerships Access portfolio

Invest in customer relationships (I): Overhaul Go to  US alternate site channel expected to grow at
Market and enter new higher growth adjacencies +7.6%2

• Increase focus on alternate sites and home care (ASHC)


 Invest in new sales team and channel
Channel managers to cover the ASHC channel
expansion • Identify the right partners to win by channel by country  Optimize sales force account coverage

 Sales productivity and incentives


Invest in capability  Supply chain/ procurement efficiencies
Commercial
• Improve sales force effectiveness and sharpen pricing discipline  Lean ways of working (incl. footprint
• Improve internal processes for better R&D execution optimization)
excellence  Enhance culture of accountability (talent)

Invest in customer relationships (II): new structure for  Invest in market to take advantage of growth
new geographies (e.g., Chile, South Korea)
Geographic • Increase penetration in higher growth markets  Create regional P&Ls to enhance performance
expansion • Focus on regional competitiveness and structure for success culture and accountability

Source: Company information, Company Market Study


¹ Serviced addressable segment.
Some of the products described in these materials are under development at Merckx and are not available for sale, please refer to the disclaimer on p. 2
2 FY18A – FY24F CAGR
33
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

High proportion of recurring revenue, with >80% sales from single use
products or devices with dedicated consumables
A highly attractive business model, with the majority of revenues driven by “opex” budgets rather than capex cycles
Standalone consumables and single
Proprietary devices Proprietary device consumables use devices

• Strong correlation between device and consumable sales, which drive majority of lifetime
revenues • High volume items required in patient care
Description • Installed base provides recurring revenues (e.g., from software subscription, dedicated • Steady consumption and revenue flow
disposables for relevant products and service and support contracts) driven by continuous use in acute settings
• Additional services include after-sales technical support, clinician training, EMR integration • Additional services include clinician training
and auto charting / report generating

• “Opex” cost for end customer • “Opex” cost for end customer
• Devices typically financed from capital • Financed and directly linked to care • Consumables financed and directly linked to
Financing spending budget not directly linked to reimbursement care reimbursement
care reimbursement • Pass-through cost in non-value • Pass-through cost in non-value based
reimbursement reimbursements

Route-to- Direct to hospital contract or via GPO, often Direct to hospital contract or via GPO, often
Market Direct to hospital contract or via GPO
with distributor logistics with distributor logistics

Revenue Split 20% 25% 55%

Equipment
5 – 7+ years Single use Single use
life

• Infusion Systems (focus on selling


Relevant • Vascular Access (focus on selling high
“anchor” devices to drive future • Infusion Systems
volume consumables)
Segment consumables sales) • Vital Care
• Vital Care
• Vital Care
Source: Commercial VDD report

34
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

A well-organized and global R&D footprint


Merckx has a culture which fosters growth and innovation

R&D built around centres of excellence Shared R&D functions serve each segment

Infusion Systems & Corporate Headquarters R&D Infusion Vascular


Vital Care
central functions Systems Access
Minneapolis, MN (200
FTEs)
Electro-Mechanical
Engineering

Systems Engineering

Software
Engineering
Infusion Systems /
Emerging Markets
Process Excellence
Shanghai (40 FTEs)
Vascular Access
Packaging &
Southington CT (30
FTEs) Labelling
Vital Care
Cyber Security
Ashford (20 FTEs)

Merckx R&D spend versus peers1 (% sales) Differentiated and Core Capabilities
Merckx Average peers Top quartile growth peers • Mechanical Engineering
• Medical plastics and materials-based design
6.6% • Custom component and sub-assembly design
6.0% 5.9%
1.1% 1.0% 1.2% • Design of mechanical pump mechanisms
• Systems/Software Engineering
• Device communication and connectivity
• Infusion pump application software design
5.3% 5.4% 5.4% • Design and verification product lifecycle management
• Cybersecurity and functional safety of software-based and electro-
mechanical products
• Human factors / usability engineering
2017A 2018A 2019A • Toxicology / biological safety engineering
Source: Company information, Factset
Note: Headcount figures here exclude temporary FTEs. Headcount by geography and by function at different points in time
1 Top quartile growth peers based on FY16-18 revenue CAGR. Peers include Merit Medical, Teleflex, Masimo, Becton Dickinson, Coloplast, Baxter, ConvaTec, Smith & Nephew, Angiodynamics, ICU Medical, Getinge. Top quartile growth peers

include Coloplast, Merit Medical, Masimo


35
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

From conception to launch, Merckx has a well-defined process for New


Product Introduction (NPI)
Merckx has a robust R&D and commercialization process

Commentary
Go to market planning Market launch planning
• Harmonized R&D process across Merckx
Launch
– Ideas gathered in centralized database Product concept Product planning Detailed design Verification Pilot & validation
– Selected ideas follow the multiple gated
process • Identification of • Development of • Design • Finalize design • Commence pilot
– Status of projects mapped and discussed on market trends project tasks, development and build
a regular basis and product review and review • Compile
requirements assessments regulatory • Confirm
• In 2019, following a broad review, initiatives commercial and
• Prototype information
have been put in place to improve the process strategic rationale
• Definition of building and packages
and speed to market
concept verification
– Better understanding of customer needs testing • Validate
through voice of customers analysis in • Development of manufacturing
conception stage commercialization • Assessment of process and
– Increased critical data checks and greater and financial plan manufacturing investment for
level of management review process commercialization
– Formalized feedback loop to learn from
• Final regulatory
experience
review and sign
• In FY20, streamlining hand-offs and co-locating off
the team will drive further efficiency
improvements
Merckx current pipeline

Number of products Product concept Product planning Detailed design Verification Pilot & validation

Vascular Access Many 4 - - -

Infusion Systems Many 2 4 3 2

Vital Care Many 4 - 2 2

Total Many 10 4 5 4

Source: Company information

36
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Merckx has a global footprint and routes to market worldwide


Merckx has excellent market access in the US and worldwide, with a large direct sales presence and an extensive distributor network

Legend Americas Europe APAC

South Korea
Group Headquarters Beijing
HQ Canada Tokyo
Hangzhou Shanghai
Regional Headquarters Plymouth MN
Gary IN Keene NH Hong Kong
Oakdale MN
Local Headquarters¹ Southington CT Netherland
Dublin OH Ashford Mumbai
Dublin, Sweden Philippines
Olive Branch MS Luton
Manufacturing IRE
Tijuana MX (3x) Cumbernauld Singapore Malaysia
Sales & Marketing Monterrey MX Denmark Indonesia
Moscow
Germany
Distribution Centre Belgium Czech Republic
France
Austria
Other Locations² Spain
Portugal Italy
Switzerland

Dubai
New Zealand

Sydney

Hospitals globally using Merckx


120+ Countries with a sales presence 30+ Countries with a direct presence ~11,000
products

Manufacturing facilities with


~8,000 Number of employees globally 1,000+ Direct sales personnel 13 capacity to deliver growth
strategy

Source: Company information.


1 Local Headquarters includes: Corporate Headquarters and Regional Headquarters.
2 Other Locations includes: Warehouse / Distribution Centre, Customer Service, R&D, Service & Repair.

37
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Execution of the commercial strategy relies on a multi-channel


distribution network tailored to local needs
Merckx has a well developed strategy to improve sales effectiveness – refer to section 4

Overview of current marketing and sales operations


US LatAm EMEA China Japan Specialty

Contribution by $524m (47%) $31m (3%) $34m (3%) $96m (8%)


revenue1 $240m (21%) $101m (9%)
(2019A) Total Americas: $592m (53%) Total APAC: $193m (17%)

• Acute: dedicated
business unit • Infusion Systems
teams organised separately • Depends on the type
• Mix of product and (product group driven) • Account teams cover of customer: pharma
• Alternate Site: all business units
• Sales team work account teams • Account teams for other partners / OEM /
partner with • Work with veterinary
distributors directly with • Tenders drive business – business units
Sales structure distributors distributors to create
focus is on identifying and • Work with distributors • Largely organized
• Corporate demand for products
responding to tenders to create demand for around customer
accounts at hospital level
products at hospital account teams
• c.90% of US level
distribution sales
on GPO contracts
• Regional marketing: 42
• Regional marketing: 18
• Global & regional marketing: 78 • Sales force: 339 • Regional
Global • Sales force: 331 marketing: 6
• Sales force: 344 • Sub-units: Center,
personnel
DACH, Mediterranean, • Sub-units: China, India, Japan, Australia / New • Sales force: 16
• Sub-units: US, Canada, Latin America
NordUK, EMEA Zealand, SE Asia distribution
distribution
Direct to Direct to Direct to
Distributor Distributor B2B B2B Distributor
end user2 end user end user
99% 15% 5% 3% 14%
Route to 33% 1% 0%
B2B
market split Direct to Distributor 84% Direct to
Distributor end user 100% Distributors end user
67% 80% 97% 2%

Source: Company information


1 Regional contribution excluding speciality products
2 In the US, end-user (hospitals) buy through a GPO price list

38
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Merckx’s products are mostly dependent on clinician preference


Influencer relationships are critical and vary by business unit

A Vascular Access and Vital Care (65% revenue) B Infusion Systems (35% revenue)

Clinical staff are the primary influencers Procurement staff are the primary influencers
• Considered high criticality devices by customers – when used • Clinicians input, but procurement has its own process
correctly they are integral to patient care and / or life preserving • High cost capital equipment demands larger scrutiny from
• Technical, specialized, user-dependent consumables, considered procurement departments
‘tools of the clinicians craft’ • Procurers own larger, higher value procurement contracts
• Perceived to be brand differentiated by clinicians / procurers, • Input required from broader stakeholder base, due to significant
clinician influence is an important decision factor capital outlay
• Resultant higher brand loyalty and importance • Solutions and services, such as connectivity and interoperability,
• Higher rates of physician preference and input become more important and affect a broader stakeholder base
• Procurement teams drive buying process • Feature differentiation, technical specifications and value are
particularly important

Procurer-led
High volume,
Clinician-led low cost

B High cost capital


equipment
Source: Commercial VDD report

39
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Merckx is a partner of choice for customers


Commentary FY19A sales Overview Key customers

• Sales managed at regional level to • Perform the physical sale / distribution of products (principally
serve different routes to market consumables and one-time devices) on behalf of end-
and end-user base Distributors customers
54%
• Average relationship 10+ years • Japan and China end-users rely heavily on distributor model
with all major US distributors • Sales team in LatAm work almost exclusively with distributors

Route to market
• Addressing fast growing ASHC • Direct sales to hospitals and alternate care sites
segment by enhancing • Majority of US sales are through distributors with customers
38%
relationships with IDNs End-users accessing GPO contracts
• Direct sales to end-users provide • EMEA sales driven largely by public end customers – through
good visibility on evolving trends GPOs in Germany
and demands • Capital equipment sold, principally, directly to hospitals
• Focus on hospital level
• Comprises sales to business and corporate accounts (OEMs
relationships in US and Canada B2B 8%
and Pharma partners)
to educate about products and
• B2B is managed through Specialty team
create demand (orders fulfilled
directly or via distributors)
• B2B customers served by • Centralized customers, requiring full range of services including
dedicated account teams Operating theatres,
training
ICU, hospital wards,
• Top 20 customers accounted for Acute • Demand a broad range of products developed with hospital anaesthetic rooms,
41% of sales in FY19 (largest 75% focus emergency rooms
customer <7% sales) • Reimbursement mechanism common and sophisticated
• 17 of the top 20 customers have • Highly fragmented customers, requiring specialized services Homecare providers,
End-user

been supplied by Merckx for more 20% and custom training emergency medical
than 10 years ASHC • Demand care-specific products, where economic value is services, surgery
critical to decisions centres, infusion
• Reimbursement pathways often unclear and varied centres

5% • Contract manufacturing for another device manufacturer (e.g. Pharma companies,


OEMs private label products) monitoring companies

Source: Commercial VDD report


ASHC – Alternative site home care
IDN – Integrated distributor network
GPO – Group Purchasing Organizations
40
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Well-established operational processes


# Number of functional heads
Merckx’s value chain

1 2 3 4 5

Purchased Finished Secondary


Goods suppliers distribution centres
Internal transfer
distribution International
customer
Raw material Primary distribution Local customer shipments
Manufacturing Sterilization shipments
sourcing centre

Customers
• In-house sourcing • Primary sites in low • Quality control and • Two primary
independent of Sierra cost regions drive safety paramount distribution centres
efficiencies strategically located • Extensive secondary
 1,400 raw material  All products (excl. pumps
in US and Europe distribution footprint
suppliers  13 manufacturing sites and blankets) sterilized
 490 PFG (purchased  13 secondary distribution
 c.11,500 raw material SKUs  c.10,500 manufactured  PFG / OBL products
finished goods) suppliers centres
SKUs sterilized by third parties
 c.90% raw material
 c.5,970 PFG SKUs  DCs ship directly to hospitals,
sourcing done by Merckx  Localized supply to primary  Established relationships
GPOs and distributors
market with two large global  Primary distribution
sterilization firms • Global and regional
centres ship to regional
customer base with long
DCs and local customers
term relationships
 c.15,000 customers globally
 c.0.9m annual external order
lines

~200 ~4,500 ~10 ~1,000

Source: Company information

41
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Merckx’s fundamental capabilities underpin its operational processes

Advantaged IT systems Mature and Embedded business processes

• Single-instance Oracle ERP backbone and associated business • Safety framework


processes and systems (e.g., Global Trade Management iValua • NPI/Product life cycle management
spend cube)
• Quality and Regulatory
• Systems include Oracle Sales Cloud, Oracle Service Cloud,
• Operational Planning
Hyperion Planning
• Demand Management
• Robust data management
• Capacity Planning
• Future enhancements include implementing Oracle Global
Trade Management and exploiting the full CRM capability • Sales, Inventory and Operational Planning
• Value Improvement project delivery
• Customer Relationship Management

• Deep industry expertise across all medical device industry-specific • Manufacturing


functions • Assembling electro-mechanical devices
• Operations
• High speed/high volume production
• Supply chain management / Procurement
• Production • Silicone injection moulding
• Distribution, warehousing and logistics • Design
• Experienced clinical trainers and medical staff in each region • Mechanical engineering
• Strong recruitment pipeline and people development
• Strong collaboration • High precision Fluid Dynamics
• Culture of safety, transparency, accountability, ownership • Human Factors Engineering
and urgency in execution – putting the patient first, • Customer Intimacy
strengthening functional capabilities as well as cross-functional
• Management of the key clinician and nurse relationships (plus
collaboration and showing resilience as a team
nurse and clinician panels)
• Strong compliance and ethics value set underpins culture
• Training centres for customers

People and Expertise Market-Leading Capabilities

Source: Company information

42
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

A global manufacturing base with key strategic sites in lower cost


regions (1 / 2)
Plant Size Employees Ownership Key products Sales mix (2019A)

1 • Tracheostomy, infusion disposables, temp-probes, Vital Care


Infusion
Systems
Tijuana, convective warming blankets, pain management, suction 40% 37%

Mexico
• 243,935ft2 • 3,066 employees • Leased
catheter, anaesthesia breathing circuits, fluid warming sets Vascular
• Vertically integrated with on-site moulding and extrusion Access
23%

Infusion
2 Systems

Monterrey,
• Infusion disposables, pressure monitoring, interventional Vital Care 18%

Mexico
• 409,000ft2 • 556 employees • Owned imaging, general anaesthesia, PIVC, drainage, respiratory
35%
Vascular
veterinary, temperature management Access
47%

3 • Vascular access (cardiothoracic and infusion disposables), Vascular


Hranice, Czech pain management & infusion systems (epidurals), vital care Access

Republic
• 86,000ft2 • 309 employees • Leased
(Thermovent®, BLU®, Uniperc™ and tracheostomy kitting),
Vital Care 29%
71%
CADD® legacy and Solis (service and repair)

Infusion
4 Systems
Hangzhou,
China
• 45,200ft2 • 68 employees • Owned • Graseby™ syringe pump, Graseby™ volumetric pump
100%

5 • Needle-Pro® hypodermic devices, custom syringe/needle Vital Care


7%
Infusion
Systems
assy. and pkg., Needle-Pro® Edge, fixed needle syringe,
Keene (NH),
• • •
25%
150,000ft2 352 employees Owned arterial blood gas sampling kits (line draw, filter pro, full Vascular
USA kits, mini kits) pain management kits, tracheostomy tubes Access
and kits 68%

6 Vital Care

Southington
• ViaValve® blood control active catheters, ProtectIV active 1%

(CT), USA
• 133,000ft2 • 237 employees • Owned safety catheters, Acuvance® passive safety catheters, Vascular
custom tracheostomy products Access
99%

Source: Company information

43
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

A global manufacturing base with key strategic sites in lower cost


regions (2 / 2)
Plant Size Employees Ownership Key products Sales mix (2019A)

Infusion
7 Systems
Dublin (OH),
• 155,000ft2 • 337 employees • Owned
• Cardio-Thoracic, infusion disposables, moulding, Vital Care
52% 22%
USA respiratory, compounding, OEM Vascular
Access
26%

Other
8 • Adult tracheostomy, neo/pedi trachs, adjustable trachs, 15%

Gary (IN), custom made trachs, sleep apnoea, laryngectomy tubes,


USA
• 40,000ft2 • 109 employees • Owned
hyperflex adjustable tracheostomy, hyperflex fixed Vital Care
tracheostomy, endo tracheal tubes, epistaxis catheter 85%

9 • Ambulatory infusion pumps, multi-parameter monitors, Vital Care


Oakdale (MN), fluid warmers, convective warmers, anaesthesia machines 30%
• 94,000ft2 • 247 employees • Leased
(veterinary only), accessories, spare parts & disposables
Infusion
USA Systems
for hardware manufactured 70%

10 • Pneupac® ParaPac® plus, Pneumac® BabyPac®, Pneupac® Infusion


Luton, Vital Care

UK
• 10,700ft2 • 56 employees • Leased VR1, CADD® Solis EMEA programming / labelling, 57%
Systems
43%
ancillaries

11 Vital Care
Cumbernauld,
• 22,000ft2 • 56 employees • Leased
• Pain management (standard and custom kitting), 35% Infusion
Systems
UK tracheostomy, drainage, drapes (subassemblies for kits) Vascular
Access 55%
10%

12
Latina,
• 62,000ft2 • 184 employees • Owned
• Conventional catheters, safety passive catheters, active
Vascular
Italy safety catheters, obturators Access
100%

Other Infusion
13 4% Systems
Fraureuth,
• 43,000ft2 • 80 employees • Leased
• Central venous catheters, pain management,
Vascular
10%
Germany tracheostomy, introducers Access
86%

Source: Company information

44
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Infusion Systems – Segment overview


Infusion Systems is a large segment offering
Key growth drivers Infusion Systems total addressable segment ($bn) near-term entry into adjacent opportunities

Other
• Growing and aging population LVP non-dedicated consumables
driving rise in chronic diseases LVP $11.2bn
o Between 2015 and 2030 the Disposable Infusion Pump
proportion of the population Enteral Infusion
aged over 60 is expected to Micro-Infusion 14.5 CAGR:
grow by 56% to 1.5bn Demographics Pain Management
Syringe Infusion Pump 0.6 $8.4bn
3.0%
Ambulatory Infusion Pump

2.3 3.9%
• Healthcare providers and $2.7bn
reimbursors are increasingly 11.2
focusing on quality products that 0.5
are: Merckx
Total addressable segment
o Less invasive Expansion
o Mobility / life-style friendly 1.8 of SAS 3.7 3.9%
Quality of  Enteral feeding
o Personalised into LVP,
healthcare  Non dedicated sets
Micro-
 S&R, IT
Infusion
and  Sub Q pumps
• Increasing IT investments, 3.2  Sub Q sets
disposable
driving demand for: 2.4
pumps 4.9%
o Interoperability
o E-records Key adjacencies
o Data analysis to improve
outcomes Digitization 1.1 3.9%  Volumetric pumps
1.9
o Cyber security  Disposable pumps

0.9 1.9 15.7%


• Increasing home based and
out-of-hospital treatments
Merckx served segment
0.8
o Focus on comfort and 0.7 2.6%  Pain management
mobility Merckx IS 0.6
0.6 4.0%  Ambulatory Infusion
• Purchasing fragmentation of current 0.5
 Syringe Infusion
customers, through shift in care Non-acute focus 1.0 1.2 3.5%
setting, giving manufacturers settings
 Hospital Infusion
more pricing power
1 2
and Disposables

Source: Company information, commercial VDD report


S&R – Service and repair
Sub Q - Subcutaneous

45
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Infusion Systems – Competitive landscape


Commentary Ambulatory Infusion Pain Management Syringe Pumps

• In ambulatory pumps and


syringe pumps the most Merckx
Merckx
important KPCs are quality, Others Others
Merckx Others
ergonomics, standardisation, Comp 1
service and support Segment Comp 4
share Comp 3 Comp 5
• Replacement cycles are Comp 1
Comp 3
significant capex events due Comp 4
Comp 2
Comp 2
to the number of devices Comp 1 Comp 2 Comp 3
typically required for a
facility

• Need to have a standard


user interface / seamless
design across all types to
Peers
enable cross training and
increase safety

• Due to the significant capex


outlay, infusion pumps are
typically procurer led buying • Shift towards ASHC setting • Increased chronic diseases • Advancements in
processes driving mix towards burden driving demand for anaesthesia associated with
ambulatory infusion infusion care improved mortality driving
• Merckx is the leading brand increased syringe pump
• Evolving trend of • Increase in day care
for mindshare for ambulatory Key trends usage
connectivity, integration, surgeries and short
pumps and performs well on services and solutions (e.g., procedures • Increasing need for
the most important KPCs Merckx launch of CADD Solis standardization across the
ambulatory pump with WiFi) portfolio

Source: Company information


KPC – Key purchasing criteria
ASHC – Alternate site and homecare

46
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Infusion Systems – Business description


Merckx is a leading provider of ambulatory pumps and hospital infusion systems, dedicated sets and consumables

Infusion Systems Overview Infusion Systems Portfolio


Pain Management
• Infusion Systems deliver medication such as anaesthetics, Ambulatory Hospital Infusion & Non-Dedicated
antibiotics, and oncology therapy to patients in both hospital and home Disposables
Lightweight design allows Delivers small doses of medication Medication delivery and the
settings Key functions patients to transition from from various syringe sizes in acute delivery of neuraxial and nerve
hospital to home care care settings block regional anaesthetics
• Merckx’s portfolio of systems and devices includes:
– Ambulatory Infusion: Portable or wearable pumps and their
consumables
– Hospital Infusion: Pumps designed for acute settings
Medfusion™ Portex® 1x
– Pain Management: Delivery of pain medication and anaesthetics CADD®

• Recent product releases include 2018’s CADD® Solis wireless Sample of


complete Medex™
infusion pump
offering
• Recurring revenues are generated by dedicated disposables (e.g.,
infusion pump cassettes and disposable pumps), non-dedicated Graseby™
disposables, and increasingly software and service contracts Neofuser®
1x
Cleo® 1x PharmGuard® Software Disposable pump
• 2019A Revenue of $397m; 2019A Gross Margin of 57%
Call point OB / GYN / C-Suite, Homecare C-Suite, Anaesthesiologist Anaesthesiologist, Procurement
Revenue by Segment Revenue by Geography
• CADD®: Compact • Medfusion®: Syringe pump for very • Portex®: Minipacks for Epidural
lightweight pump with small (0.01-1130ml/hr.) highly and Spinal Needle Assemblies to
dedicated cassette. accurate (±2%) doses in acute accurately deliver anesthetics;
Pain Ambulatory Transitions easily from settings also includes Continuous
Management Infusion acute to non-acute settings • Graseby™: Affordable syringe Epidural Trays. EchoGlo®
APAC product is engineered for
14% 22% • Cleo®: Single-use pump for small (0.1-1200ml/hr.)
25% echogenic brightness at any
Infusion disposable subcutaneous accurate doses in acute settings
Disposables infusion set for various angle or orientation – for quick,
• PharmGuard®: software suite with
infusion therapies (incl. accurate delivery of medication
7% Differentiators multiple applications and networking
EMEA insulin) in non-acute capability • Medex™: Systems for
Hospital Ambulatory
14% settings intravenous pressure
Infusion Americas monitoring, fluid regulating and
Infusion 61% blood sampling
15% Disposables
• Neofuser®: Portable
42% elastomeric infusion pump that
provides medication at accurate
continuous pre-fixed flow
(available outside of US only)

Source: Company information, Company Market Study


OB / GYN – Obstetrics and gynaecology

1x Single-use products Installed base with consumables


47
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Infusion Systems - Strategy


Merckx’s stated ambition is to be a leader in the Infusion Systems market segment – innovation has been aligned to this goal

Intellifuse™ and Micro-Infusion are designed


Infusion Systems offers significant expansion potential to fill important portfolio gaps
Merckx’s served market is a sub-set of the total
Portfolio Current Intellifuse™ Micro-Infusion

Total Addressable Segment size ($bn): Ambulatory 


2.7 3.2 0.8 1.9 2.6
Syringe  

LVP 

Nerve Block 

Epidural 

PCA 
Product reaching
Micro-infusion
end of life 

Disposable Neofuser (RoW)


Current SAS Volumetric (LVP) Micro- Disposable Other
infusion
Most importantly, Merckx will have a complete portfolio of pumps designed to:
 Be linked to the same drug library
Infusion Systems is a Total Addressable Segment of $11.2bn
 Be interfaced with hospital and EMR
 Be inter-operable

Source: Company information, commercial VDD report


EMR – Electronic medical records
LVP – Large volume pump
PCA – Patient controlled analgesia
Some of the products described in these materials are under development at Merckx and are not available for sale, please refer to the disclaimer on p. 2 48
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Infusion Systems is well placed to benefit from the increasing adoption


of interoperability
All of Merckx’s pumps offer safety-critical interoperability, through its PharmGuard® software

Interoperability PharmGuard®

• Healthcare providers identify interoperability (the linking of infusion


management software to their systems) as the most important step to make Electronic health
infusion safer records3
• Smart Pump programming
• Seventy percent of organizations plan to implement interoperable smart pumps • Auto-documentation

within the next 3 to 5 years1, and EMR integration is a requirement in over 70%
of RFPs1 PharmGuard®
software Interoperability
Merckx medical
• Only early adopter hospitals have implemented interoperable smart pumps to • Allows wireless transfer of drug
devices libraries and firmware updates
date, and customers have been slower connecting specialty pumps – LVP is the • Device reports
Real Time
Location System
most common connection today
Alarm
Management
• Merckx is leading the way for Syringe pump connections, with its Medfusion®
4000. Already live with Cerner and Meditech systems, with Epic connections Equipment
Management
planned for early 2020
• Configurable software helps hospitals refine and improve medication
administration with a focus on patient and caregiver safety
• Allows hospitals to efficiently manage and integrate multiple Merckx infusion
devices
Medfusion® 4000 syringe
pumps can wirelessly • System scalable all the way to automating workflow through interoperability with
transmit clinician orders various hospital systems, with the systems PharmGuard® can integrate with
from hospital medical including but not limited to:
records systems (EMR) to • Electronic Medical Records
the Medfusion® pump, • Alarm Management Systems
increasing patient safety by • Equipment Management Systems
decreasing programming
• Real Time Location Systems
errors
• All of Merckx’s pumps can link to PharmGuard® wirelessly, offering a full suite of
pumps (Ambulatory2, Syringe and with Intellifuse™ LVP) all fully interoperable
and linked to the same drug library

Source: Company information


EMR – Electronic medical records
RFP – Request for proposal
1 HIMSS Media Interoperable Smart Pumps
2 Ambulatory interoperable with RTLS, Alarm Management and Equipment Management 49
3 Intellifuse™ and Medfusion® pumps only – based on subscription package selected

Some of the products described in these materials are under development at Merckx and are not available for sale, please refer to the disclaimer on p. 2
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Intellifuse™ will allow Merckx to enter the $3.2bn LVP segment


Intellifuse™ will allow Merckx to address the need for a standardized infusion platform

LVP expands infusion therapies served addressable segment (SAS)… …and Merckx has created a product designed to be best-in-class

Designed with the following features:


2.2x+ SAS  Streamlined education and implementation

Standardized  Greater clinical comfort across Syringe and LVP


Intellifuse™ Family Platform
$5.9bn
 Decreased programming errors

 Single interface with EMR

$3.2bn  Supports one-handed insertion of Admin Sets

Ease of Use  Lightweight design

$2.7bn
 Blue-coloured touchpoints for clinical interaction
Next-Gen LVP, infusion
sets, and software
 Large colour touchscreen

Modern  “Far Run” and “Near Run” screens


Design  “Rack and Stack” capability to hold up to four pumps on
Next-Gen Syringe
one pole clamp
FY18E FY18E
Before LVP After LVP Intellifuse™ launch to benefit
FDA submission for LVP in September 2019

from conversion of existing
• BSI submission in October 2019
syringe portfolio and
established routes to market • BSI Netherlands has progressed their review to the point of making a positive
recommendation to the BSI Netherlands Risk and Compliance Committee. It is
anticipated the Risk and Compliance Committee will provide its final opinion as
early as Dec 2019 or Jan 2020

Robust go-to-market strategy considers competitive pricing, training, product messaging, required sales force and account management
Source: Company information, Company Market Study
LVP – Large volume pump
FDA – Food and Drug Administration
BSI – British Standards Institution
Some of the products described in these materials are under development at Merckx and are not available for sale, please refer to the disclaimer on p. 2 50
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Infusion Systems – Attractive opportunity in Micro-Infusion


Consumer friendly design,
Number of biologics under development can then be applied to other drugs

Marketed Registration Phase III Phase II  Designed with the following features:
14
• Large colour screen to allow clear instructions and delivery of
12
# of Biologic Drugs

information
10 • Therapy specific programming workflow
8
• Modern cell phone like design
6
• Syringe drive mechanism for accurate flow rates
4
• Bluetooth connectivity to mobile phone
2
• Single cartridge load, no mixing of drugs
0
• ‘Live your life’ accessories for an active lifestyle
Biogen
Roche

Regenera
BMS
Amgen

AztraZeneca

AbbVie
Sanofi

Pfizer

GSK
Lilly

Novartis

JNJ
• Pull through of CLEO administration sets

There are a large number of biologics drugs under development, which will need
an infusion solution. In addition, there are many drugs coming off patent or
seeking differentiation through infusion delivery mechanisms

Opportunity to enter a $1bn market growing >15% annually

• Merckx previously produced a Micro-Infusion pump – so has deep experience in


the sector. Now developing a second generation device Estimated timeline:
• Pharma partner is funding development
FY’18 FY’19 FY’20 FY’21
• Merckx can use the platform for any other therapy
• IP developed / is owned solely by Merckx, including new IP developed by third
party development partners under contract
Design and Pump FDA Drug/Device
Planning
• Other pharma companies interested in the finished device for future verification submission approval
partnerships, with multiple discussion ongoing

Source: Company information, commercial VDD report


Some of the products described in these materials are under development at Merckx and are not available for sale, please refer to the disclaimer on p. 2

51
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Infusion Systems – Key initiatives


Advancing into adjacent segments and transitioning to a solutions provider

Strategy Key Initiatives

Grow the core Create value


FY’19 FY’20 FY’21 FY’22

Major target product launches


Execute in existing
Estimated timeline:
positions in Ambulatory Deliver growth in Ambulatory and Syringe
and Syringe Infusion Infusion Systems and Pain Management Disposable
IntellifuseTM
Pain Micro-
and Pain Management pumps Management infusion

Key R&D activity


Expand into Attractive
Launch segment-leading products into LVP, • Enhance software delivery: common platform, SaaS,
Adjacent Market Disposable Pump, and micro-infusion by FY21 implementation infrastructure
Segments
• Micro-Infusion (especially in partnership with Pharma
companies)
Increase software capability and connectivity
Transform from a Device to Electronic Medical Records (EMRs) and
Key Merckx strategic initiatives with greatest impact
to a Solutions Provider monitoring systems making software 10% of
revenue by FY21 • Salesforce effectiveness / pricing excellence
• Aftermarket penetration (increase attachment rate of service
contracts)
• Alternate site expansion plans
Increasingly build therapeutic solutions with
Expand into Therapeutic
Pharma and Medtech companies creating
Solutions 10% projected incremental revenue

Source: Company information


Some of the products described in these materials are under development at Merckx and are not available for sale, please refer to the disclaimer on p. 2

52
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Vascular Access – Segment overview


Vascular Access is a large segment
Key growth drivers Vascular Access total addressable segment ($bn) growing at an attractive rate

• Shift to alternate sites, Needles PIVC


incentivizing use of longer term
Catheter Securement PICCs
access devices with higher price Alternate site $5.6bn
points settings CVCs Ports
MidLines Huber Needles
Other CAGR:
• Growing and ageing population
6.9
driving rise in chronic diseases
o Between 2015 and 2030 the
proportion of the population
aged over 60 is expected to
1.0 10.7%
grow by 56% to 1.5bn Demographics $3.5bn
0.1 0.0%
5.6 0.2 7.7%
0.2 (0.9%)
0.6 0.3 (1.5%)
• Reduce infection risk
0.1 0.3 (2.3%)
• Less invasive products 0.1
0.2 Total addressable segment
• Focus on needle safety and first Quality of
stick success 0.3 1.0 4.2%
Healthcare/  Peripheral Vascular
0.3
Safety  Interventional Cardiology
 Interventional Radiology
0.8
 Neuro Vascular
• Consumer willing to pay premium
for feature innovations/ outcome  Central Line Devices
1.8 6.8%
improvement  Peripheral Line Devices
Innovation 1.3  Accessories

• Central line infection driving use Merckx served segment


of less invasive devices (PIVCs) Central line  Needle Safety
infection 2.1 1.8%  PIVC
1.9
 IBPM (Invasive Blood
• Improved technology of Pressure Monitoring)
therapies, increasing
acceptability and accessibility of
 Interventional Imaging
ports and Huber needles Technology FY19E FY24E

Source: Company information, commercial VDD report


PIVC – Peripheral Venous Catheter

53
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Vascular Access – Competitive landscape


Commentary PIVC Ports and Grippers Sharps Safety
• Vascular Access devices
are high-criticality
Others
devices, therefore Others Merckx Others Merckx
clinician’s influence is the
Comp 3 Merckx
key decision maker in Comp 3 Comp 3
Segment
their procurement
share
Comp 2
Comp 2
• Merckx is well positioned Comp 2
with top-three brand Comp 1 Comp 1 Comp 1
performance for
mindshare in PIVC and
Ports and Hubers

• Broad, universal use:


usually the first action
with every patient in a Peers
hospital is to insert a line
or take blood

• New, innovative Keystone


product will boost • Greater focus on safety • Increased access to longer • Greater focus on safety
Merckx’s competitive term treatments and and awareness of
positioning in PIVC, by • Volume driven but also
technological advances needlestick injuries
broadening its portfolio premium for innovation
driving greater usage
and filling gaps in Key trends
premium and closed • Shift towards ASHC setting
system devices • Greater focus on safety

Source: Company information


PIVC – Peripheral Intravenous Catheters
ASHC – Alternate sit and homecare

54
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Vascular Access – Business description


Merckx is strengthening its Vascular Access portfolio and has significant opportunity to play in higher growth areas of blood control, safety and infection
prevention

Vascular access overview Vascular access portfolio


• Vascular Access devices allow healthcare workers to deliver fluids and Sharps Ports & Cardio
PIVC
medication or to obtain blood samples safely Safety Grippers Thoracic
• Merckx’s device portfolio is segmented as:
– Peripheral Intravenous Catheters (PIVC): Reduce risk of blood Provide medication, nutrition Reduce needlestick injuries Allow medical professionals Pressure monitoring and
Key functions and fluids quickly and and enhance patient care to access the bloodstream interventional imaging
exposure during intravenous therapy through a peripheral vein, and effectively via bloodstream safely products
reduce risk of needle stick injuries Safety IV Catheters Hypodermic Deltec® Medex™
– Sharps Safety: Needles and devices to reduce needle-stick injuries 1x Injections 1x 1x
and enhance care
– Ports and Grippers: Ports for long term indwell patient care and Gripper Plus®, Gripper Micro® Medflator® II Inflation
Gripper and Huber needles to deliver medication through the Ports Jelco® Jelco® Needle-Pro® Edge® Syringe System
ViaValve® ACUVANCE®
– Cardio Thoracic: Includes devices for interventional imaging and
Blood Draw 1x 1x
pressure monitoring
Sample of Conventional IV 1x
• Recent product releases include 2017’s Jelco® Seriva IV Catheter, and complete Catheters 1x
HemoDraw®. Next generation modular PIVC is under development offering
PORT-A-CATH® Standard Angiographic Kits
• Vascular Access products are typically single-use and generate recurring Saf-T Wing®
revenue Jelco® OPTIVA®
• 2019A Revenue of $365m; 2019A Gross Margin of 51% Arterial Blood Sampling 1x

1x

Revenue by segment Revenue by geography Valved Peel-Away HemoDraw®


Jelco® Seriva® Sheath Introducer
Portex® Pro-Vent® Plus

Call point Physicians / Nurses Physicians / Nurses Physicians / Nurses Physicians / Nurses
Cardio
Sharps Thorac APAC • ViaValve®: Minimize • Portex®: Stability, • PORT-A-CATH®: • Medflator® II
Safety 20% pain and chances of precision and protection Provides additional Inflation Syringe
ic
30% contamination during enhancing security option of power System: Inflation
13% insertion injecting contrast media device for angioplasty
• Simple one-handed
• Active safety features activation of the safety for certain types of procedures requiring
EMEA
device diagnostic imaging balloon dilation
12% • Blood control
Differentiators scans • HemoDraw®: Needle-
Ports & • Entire device color-
PIVC coded • Easy to implant / free closed blood
Grippe 40% Americas explant sampling system for
rs 68% arterial blood sampling
• Easy to maintain
17% in adults. Unique design
• Gripper Plus®: Stable makes it accurate and
cushion platform, easy to handle in both
protects access sites ORs and ICUs

Source: Company information, Company Market Study


1x Single-use products Installed base with consumables

55
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Keystone is designed to be a modular, harmonized PIVC solution with a


complete portfolio

Designed to be a harmonized modular platform, with common Designed to respond to customer requirements for increased safety
components, designed for ease of manufacture and changing clinical practice

• Designed for standardization and modularity – product can be price competitive  Keystone is designed to deliver a modular platform:
in many regions
• Conventional with Blood Control
• Designed to be a multi-feature platform – goal is for Merckx to be able to offer a
• Passive Safety with Blood Control
complete PIVC portfolio to meet a broad range of customer needs
• Closed System Catheter
 Option for longer lengths designed for deep vein access, and ultrasound guided
insertions
 Designed with all gauge sizes to meet tenders/RFPs
Meet region- Complete
specific product
Simplified Customer  Designed with side port, straight hub, and winged configurations
conversion
needs family

Common Competitive
Modular Economies Supplier
platform production of scale consolidation advantage
design

Lower Speed to
Longer term
New portfolio development segment
flexibility
cost

Source: Company information


Some of the products described in these materials are under development at Merckx and are not available for sale, please refer to the disclaimer on p. 2

56
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Vascular Access – Key initiatives


Broaden portfolio to build relevancy and scale with existing Vascular Access nurse call point

Strategy R&D roadmap


Grow the core Create value

FY’19 FY’20 FY’21 FY’22


Grow PIVC through Drive ViaValve® with safety blood control
Launch Deltaven 2.0 and Keystone in
funded programs Major target product launches
premium segments
Estimated timeline:
AM/AT PICC
Keystone Product Family (Next-gen PIVCs)
Tip
Leverage strategic partnerships with Portfolio gap fillers via PFG and OBL Navigation

Expand Vascular Access PolyMed, GE Healthcare


and Sol-M to wider range of Vascular Key R&D activity
through partnership(s)
Access Devices (e.g., new relationship with
Access Scientific) • Next-generation PIVCs with enhanced safety features and
common development platform

Transform Vascular Access sales bag and • Anti-microbial / anti-thrombogenic coatings / manufacturing
Transform from a B2B
sales mind-set to consultative sell with techniques
sales mind-set to
more invasive products and enabling
consultative sale technologies Key Merckx strategic initiatives with greatest impact

• Salesforce effectiveness / pricing excellence / customer


relationship management / salesforce training to incorporate
Lead with Access Scientific to sell on clinical excellence into consultative selling
Selling with • Supply chain excellence : third-party partnerships to expand
science, patient outcomes, infection
science portfolio
prevention/reduction and clinical capability
• Marketing re-organization: creation of channel managers

Source: Company information


AM – Anti microbial
AT – Anti thrombogenic
PFG – Purchased finished goods
OBL– Own brand label
PICC – Peripherally inserted central catheter
57
Keystone – Common PIVC platform to improve cost competitiveness and differentiated features. Critical to lower global PIVC cost basis
Some of the products described in these materials are under development at Merckx and are not available for sale, please refer to the disclaimer on p. 2
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Vital Care – Segment overview


Vital Care segment is growing at a stable
Key growth drivers Vital Care total addressable segment ($bn) rate

• Growing and aging population driving COPD


rise in chronic diseases (e.g. COPD)
Tracheostomy
o Between 2015 and 2030 the
proportion of the population aged Temperature Management
over 60 is expected to grow by Demographics General Anaesthetic Airway Devices CAGR: $7.0bn
56% to 1.5bn
Acute Respiratory & Resuscitation 8.4
0.2 4.3%
0.6 3.4%
• Healthcare providers and reimbursors
are increasingly focusing on quality
products that are: 7.0
o Less invasive 0.1 1.5 5.8% $2.4bn
o Mobility / life-style friendly Quality of 0.5
o Personalized healthcare

1.1
• Recent regulatory requirements
include: Total addressable segment
o DEHP free products
o Net import regulations in Asia 2.9 3.6%  Other General
o IEC 60601 – 3rd Edition Standard
o New EU medical device regulations
anaesthesia, Respiratory
2.4
(MDR)
Regulation care, vents

Merckx served segment


• Increased survival in neuro-disability
leading to an increased requirement for  Tracheostomy
permanent airways Neuro-disability
3.3 3.0%  Temperature
survival
2.8 management
 Respiratory COPD
• Growing number of COPD and other  General anaesthesia
chronic respiratory diseases  Respiratory care
• Increasing awareness, improved
diagnostics and growing focus on FY19E FY24E
patient driven treatment Chronic
diseases

Source: Company information, commercial VDD report


NB – Does not include Veterinary, Transport Ventilation and Patient Monitoring markets

58
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Vital Care – Competitive landscape


Temperature
Commentary Tracheostomy Management Respiratory COPD

• Vital Care devices are high-


criticality devices, therefore
clinician’s influence is an Others Others Merckx Others
important decision factor in Comp 4 Merckx
Merckx
their procurement Segment Comp 5
Comp 3
Comp 3
share Comp 4
• Merckx’s brands perform Comp 2 Comp 3 Comp 1 Comp 2
strongly for mindshare with Comp 1
Comp 2 Comp 1
top three positions across all
product categories (e.g.,
number 1 position in COPD
with clear leadership for the
Acapella® Brand)

• Clinicians perceive Merckx’s


Peers
Bivona® to be the strongest
tracheostomy brand,
outscoring competitors for
quality, support and service

• Increazed standardisation • Growing awareness of risk of • Growth in COPD patient


(e.g., colour, size) Perioperative Hypothermia numbers driving acceleration
in OPEP device use
• Patient preference for • Issues with hot plate fluid
comfort driving Silicone warming technologies • Rehab and education
Key trends range programmes driving further
adoption of OPEP therapy
• Transition to homecare
support • Further opportunity OTC

Source: Company information, commercial VDD report

59
Group Segments STRICTLY PRIVATE AND CONFIDENTIAL

Vital Care – Business description


Merckx is a leader in Tracheostomy, Temperature Management and COPD1. Non-Acute settings are a strong growth engine (+16% increase in FY18)

Vital Care Overview Vital Care Portfolio


General
• These devices manage airways, maintain body temperature Temp. Respiratory Anaesthesia,
and monitor patients Tracheostomy
Management COPD Respiratory &
Other
• Merckx’s device portfolio is segmented as: Tubes and kits to support Maintaining patients’ body Airway management for Airway management
respiration following a fluid temperature patients with chronic therapeutic devices for
– Tracheostomy – Respiratory COPD1 Key functions tracheostomy obstructive pulmonary respiratory care, devices to
disease assist anaesthesia delivery
– Temperature – General Anaesthesia, and monitor vital signs
Management Respiratory & Other Portex® Level 1® Portex® Portex®

1x 1x 1x
• Recent launches include March 2019’s Level 1® Convective
Warmer. The BLUselect®, BLUperc® and BLUgriggs®
tracheostomy tubes and kits is a key launch expected in FY20 Sample of Bivona® HOTLINE® Acapella® SACETT™
complete fluids
Pneupac®
offering 1x
• Multiple sources of recurring revenue e.g., Acapella® and
tracheal tubes
Level 1®
Blue Line Ultra® Convective Warmer paraPAC™ Plus
• 2019A Revenue of $364m; 2019A Gross Margin of 57%
Call point Clinicians Clinicians Clinicians Clinicians

Revenue by Segment Revenue by Geography • Silicone portfolio for • Comprehensive range of • Acapella®: • SACETT™:
maximum patient routine and fast flow Vibratory PEP therapy Tracheal tube with suction
comfort fluid warming hardware devices are designed to port above the cuff to
• Dedicated neonatal and and disposables help achieve therapeutic reduce rate of ventilator-
Special Genera associated pneumonia
pediatric range • Unique tubing design goals of bronchial hygiene:
ty l eliminates patient line • paraPAC™ Plus:
Trache 8% Anaest • Custom lab will • Aids in mobilization of
Americas cool down, delivers warm Versatility to deliver
APAC accommodate unusual secretions
ostomy hesia 51% fluids mechanical ventilation
24% anatomy or pathology
29% 20%Respir • Prevents or reverses demand and free flow
with 24 – 72 hour service • Easy to use and atelectasis²
atory Differentiators turnaround outperformance against oxygen therapy, CPAP
Tempe 10% hotplate technologies • Optimizes deliver of from a compact,
rature Respir bronchodilators lightweight unit
atory • Low noise pollution,
Manag EMEA It improves clearance of • Other brands include
COPD simplicity of use, higher
ement 25%
safety secretions, is easier to SurgiVet and BCI
22% 11% tolerate than Chest
• Strong service and Physical Therapy (CPT),
support with long takes less than half the
maintenance protocols time of conventional CPT
sessions³

Source: Company information, Company Market Study.


PEP – Positive expiratory pressure therapy
1 “COPD” is “Chronic Obstructive Pulmonary Disease”. ² Scintigraphic Assessment of Radio-Aerosol Pulmonary Deposition with the Acapella Positive Expiratory Pressure Device and Various Nebulizer Configurations. Mesquita FO, Galindo-Filho VC,
Neto JL, Galvão AM, Brandão SC, Fink JB, Dornelas-de-Andrade A. 3 Mahimeister MJ et al. "Positive-expiratory pressure mask therapy: Theoretical and Practical Considerations and a Review of the Literature", Respiratory Care, 1991.
60
1x Single-use products Installed base with consumables
04
Growth and Performance
Enhancement Plans
STRICTLY PRIVATE AND CONFIDENTIAL

Growth and performance enhancement plans

Merckx has a set of well-developed action plans to implement the strategy and deliver superior financial performance

Revenue Growth Performance Enhancement Transformation Office to deliver


Growth Plans at pace

Product • Staffed with small proven team of


Innovation Procurement
change leadership specialists

• Accelerate benefits realization


through increased focus on cross-
functional, collaborative working
Channel
Manufacturing • 35 projects delivered in waves
Expansion
through FY20 while building a
platform for FY21
• 5 projects are focused on business
Commercial process improvement and G&A
Supply Chain reduction
Excellence • 30 business-led projects evenly
split between Sales, Procurement
and Operations
• Specific cost/benefit targets with
Geographic
detailed action plans and
G&A
Expansion dedicated teams to ensure
delivery

Only certain of these growth plans are incorporated into the base plan financial projections. Therefore significant identified upsides exist over
and above the very achievable plan presented

62
STRICTLY PRIVATE AND CONFIDENTIAL

Product Innovation
Align category leadership aspirations with the innovation agenda. Invest in innovation to meet customer needs: Refresh core products,
enter new higher growth adjacencies and incorporate new products/technologies through partnerships
Product
Innovation

Key Activities
• Merckx new product revenue as proportion of total revenue forecast to grow substantially over • Improve product freshness by business
the forecast period development
• Graph below reflects total NPI sales in year as a proportion of total sales 3 • Expand the Infusion SAS by entering Large
• Improving product freshness is imperative:
Volume Pump Segment (LVP)
Refresh and • Fill portfolio gaps with PFG 1 /OBLs 2 (where
Selected Regional/Functional Examples

complete
− Drives significant commercial performance
appropriate) and invest in long-term
portfolio − Fosters renewed conversations with stakeholders
partnerships with the product owners (Vascular
through R&D, − Enables pricing optimization
M&A and Access and Vital Care)
13.0%
other • Develop relationships with other
partnerships 6.2% technology / business partners to
4.4% 5.8%
accelerate innovation and meet customer
needs (e.g. partnerships with pharma
FY17A FY18A FY19A Target companies to develop micro-infusion systems)
• Acquire core technology when the
economics are compelling
Intellifuse and Temperature Management projected to provide significant revenue over the next
• Drive launch performance (time, cost and
four years (through Infusion Systems and Vital Care business units respectively):
revenue) to secure expected revenue
$450m
• Improve resource management
$83
Improve $290m $36
Timeframe for Delivery
launch $78
effectiveness $166m $24
• Ongoing
$331
$82m $60
$23m $12 $13 $187
$33 $5 $93 Indicative Financial Impact (FY24)
$10 $1 $44
• ~$450m revenue (including Intellifuse)
FY20B FY21F FY22F FY23F FY24F
• Limited cost to achieve (internal redeployment
Infusion Systems Vascular Access Vital Care
/ reorganisation)

Source: Merckx internal data June 2019, Expert interviews


1. Note: PFG refers to purchased finished goods
2. Note: OBL refers to own brand label
3. Note: FY17A – FY19A NPI defined as 1st, 2nd and 3rd year product launches. Target reflects Vitality defined as latest 12 months of revenue of all products & services launched in the past 3 years over latest 12 months of total revenue
Some of the products described in these materials are under development at Merckx and are not available for sale, please refer to the disclaimer on p. 2
63
STRICTLY PRIVATE AND CONFIDENTIAL

Channel Expansion
Invest in customer relationships to enter new higher growth adjacencies – especially US Alternate Site/Homecare (ASHC)

Channel
Expansion

Merckx’s served addressable segment by alternate sites of care – 2017 US SAS ($m) 4 Key Activities
• Increase share of US ASHC from 8% to
5% 4% 6% 14% 5% 18% 10-12% by matching Merckx’s average
308 193 158 140 83 99 across sub-segments
• Scale direct sales organization and
Selected Regional/Functional Examples

85% 91% 99% 96% 90% 89% build inside sales team (e.g., telesales) to
enable better coverage of fragmented
account base
• Increase use of distributors to drive
penetration in sites of care
• Robust key account targeting and
segmentation strategy to optimise sales
1%
force account coverage
4%

10–12% Timeframe for Delivery


3%
7% Merckx • FY20-FY22
9% 10% acute
3%
average
3%
2%
Indicative Financial Impact
2% share
1% 1% • $25-30m revenue
Specialist Clinic Physicians Office ASC2 Homecare LTAC¹ EMS3 • Limited cost to achieve (will re-deploy some
sales people/ hire some new)
With limited, though growing, support from specialty and general distributors,
Competitors Merckx VC
Merckx has 12 sales reps covering the fragmented US ASHC segment
Merckx VA Merckx IS
• 6 in ‘home infusion’ segment (IS/some VA)
Served addressable segment
• 6 in ‘alt sites’ segment (VC/VA) X%
14-16 CAGR

Source: Merckx internal analysis 2017


1. Includes long term care hospitals, elderly care/nursing homes, assisted living centres, and hospice and palliative care centres
2. Note: ASCs reflects ambulatory surgery centres
3. Note: EMS reflects emergency medical services
4. Note: Converted to USD $m at Sierra FY20 budget FX rate of 1.25
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STRICTLY PRIVATE AND CONFIDENTIAL

Commercial Excellence
Refine go to market strategy through optimizing call points per sales rep and total addressable segment per call point in the US
Improve overall salesforce productivity globally
Commercial
Excellence
Number of call points per rep in the US (12 reps)
US TAM per call point ($ USD) 1 Key Activities
• Increase US growth
Prioritize US 400 • Merckx has been
ASC <1% • Invest ahead of growth by increasing sales
salesforce 32,799 increasingly focusing its
force and re-shape sales force to increase
allocation sales force resources on
customer contact and increase share of
592 growing its share in high
Urgent Care frontline FTEs
Selected Regional/Functional Examples

<1%
7,924 value call points that can
be managed by a few reps • Use strategic business partnerships to
1,033 manage less valuable channels
Homecare 4% • Merckx is aiming to
11,286 leverage its well
positioned, differentiated • Improve EU sales productivity targeting
1,273 products improvements of ~10%
EMS 11%
2,783 • Build centre of excellence and
Grow • In sites of care with less administrative support against high value
4,667
through US Physicians Office 13% valuable call points, accounts and deals, by hiring additional staff
3,214
distributor Merckx is looking to utilize
partnership the large presence of • Optimize pricing strategy by building a
4,583
LTAC 10% specialised distributors
1,499 mature pricing organization
• Merckx is already
5,333 evaluating potential
Specialist Clinic 8% Timeframe for Delivery
4,805 attractive strategic
business partnerships • FY20-FY21 (longer for pricing)
Call point per rep $/call point X% Merckx share of SAM
Indicative Financial Impact
Improve EU • Optimize talent: upskill / specialise to match buyer sophistication and enhance performance • $12-23m revenue
sales • Improve tender / high value account support: enable more proactive and efficient development
• Limited cost to achieve
productivity • Enhance targeting capabilities
• Maximize call / visit capacity: eliminate low value added activities (e.g. assembling)

Source: Merckx internal data June 2019, Expert interviews


1. Note: Converted to USD $m at Sierra FY20 budget FX rate of 1.25

65
STRICTLY PRIVATE AND CONFIDENTIAL

Geographic Expansion
New structure for new geographies to increase penetration in higher growth markets and focus on regional competitiveness and
structure for success. Regional business unit structure to enhance customer proximity and drive results
Geographic
Expansion

Merckx’s Served addressable segment by Region (2019 $m) 1 Key Activities


• China: key products and partnerships
• Build on local R&D and manufacturing footprint
Competitors Merckx share • Use local partners to enter adjacencies
2% • Use training to drive adoption (esp. VA)
Historical CAGR (2013-18)
Selected Regional/Functional Examples

100.0%
• South East Asia: customer relationships and increase
4,000 sales presence
90.0%

• Latin America:
• Leverage Mexico footprint to grow in adjacent markets
(partner with local Medtech companies and distributors)
80.0%

70.0%

• Develop products which are designed to suit the region


(form, function, price)
• EMEA distributors: dedicated people and language
60.0%

50.0%
2% resources
• India: localization and focus segments
10%
1,750 • Market-specific portfolio and pricing
40.0%

1% • Use partnerships to improve penetration with focus in key


30.0%

7%
875 segments
20.0%

625 • Use training to drive adoption


375
10.0%

12% Timeframe for Delivery


14% 14%
4% 15%
• FY20-FY22
0.0%

US EMEA dev China Japan APAC rest


Indicative Financial Impact
Localization is essential to long term competitiveness in developing markets • $10m revenue in plan
• Limited cost to achieve
• Significant upside ($30 – 50m) from further penetration
into emerging markets over the medium-term
Source: Merckx internal data June 2019, Expert interviews
1. Note: Converted to USD $m at Sierra FY20 budget FX rate of 1.25

66
STRICTLY PRIVATE AND CONFIDENTIAL

Procurement
Strengthen functional capabilities building on the Sierra Excellence System with economies of skill enhanced by strong
Procurement centres of excellence

Pareto curve of suppliers by spend, Cumulative spend by Vendor Key Activities


• Strengthen procurement processes
100%
• Renegotiate supplier contracts (improve
80% 80% of 95% of RFQ and negotiating processes, increase
Spend Spend dual sourcing)
60%
Selected Regional/Functional Examples

# of Vendors 160 383 • Develop Supplier partnerships


40% including technology
% of Vendors 12% 29%
• Tail spend management – consolidate
20%
hyper fragmented tail of spend
- • Investment in talent and tools
160 383 1,300
• Drive category management and value
# of Vendors
engineering to unlock targeted value

Maturity assessment, Percent share of participants Timeframe for Delivery


25% 50% 25% • Ongoing (FY20 – FY22)
35 Merckx
30
25 Indicative Financial Impact (steady
Merckx’s Procurement leaders state)
20 procurement health score
Middle of the pack
15 • $20-25m gross margin
Procurement followers
10 • Capex required ~ $2-3m
5
0
0 1 2 3 4 5
Average procurement survey score 1

SOURCE: Company Analysis 1 Benchmark from Consultants MedTech procurement database

67
STRICTLY PRIVATE AND CONFIDENTIAL

Manufacturing
Become world-class executors with a focus on cost management
Manufacturing

Key Activities
• Deploy LEAN and operational
excellence
• Focus on top OEE reduction contributors
(e.g., real time issue tracking and
Selected Regional/Functional Examples

resolution, repair time, minor stops) and


increase use of productivity tools (e.g.,
improving layouts and flow)
• Identify controllable events of waste
generation; use analytics pro-actively to
monitor lines and causes of defects
• Invest in automation and process
improvements
• Optimize headcount (spans and layers)
• Potential for manufacturing network
optimization (not included in plan)

Timeframe for Delivery


• Ongoing (FY20 – FY24)

Indicative Financial Impact (steady state)


• $5-7m gross margin
• Investment required ~ $2-3m

SOURCE: Company Analysis 1 Benchmark from Consultant MedTech procurement database

68
STRICTLY PRIVATE AND CONFIDENTIAL

Supply Chain
Re-focus customer service efforts and improve productivity
Supply Chain

Distribution Centres have a generally low level of supply chain maturity Key Activities
• Implement new systems to improve
productivity in DCs and reduce labour
costs through process improvements
• Demand planning and forecasting
Selected Regional/Functional Examples

• Improve S&OP to reduce inventory and


increase service rates
• Logistics and distribution
• Working capital management
• Disruption risk management

Timeframe for Delivery


• Ongoing

Indicative Financial Impact (steady


state)
• $2-4m gross margin
• Investment required ~ $1-2m

SOURCE: Company analysis 1 Benchmark from Consultant MedTech procurement database

69
STRICTLY PRIVATE AND CONFIDENTIAL

G&A
Increasing accountability and ownership in the operating model: regional business units with decentralised P&Ls to
G&A maximise customer proximity and drive results whilst maintaining functional excellence at the centre

Key Activities
CEO
• New philosophy and operating model:
Transformation
Office
centre-light model with accountability
in new regional business units with
fully-loaded P&Ls
General Counsel
Selected Regional/Functional Examples

Americas GM EMEA GM APAC GM Global Finance Global HR Commercial1 Operations2


and Risk Officer • Improve spans and layers and
delegation of authority
• Functional transformation to
Global / Mega functions accelerate growth (sales / marketing/
Americas EMEA APAC
Operating model P&L P&L P&L Finance HR Commercial Operations GC/Reg
commercial operations)
Sales • Economies of skill enhanced by centres
Regional marketing
of excellence
Global marketing/Product management • Global vision, strategy and alignment
on priorities driven by Direction
R&D
Setters at the centre
Manufacturing and quality
• Closing the gap to peers in terms of key
Strategic procurement benchmarks – aim to meet best-in-class targets
Regulatory
Supply chain (S&OP-driven)
Timeframe for Delivery
Finance
• Project Aptus ongoing (FY20 – FY24)
HR
Legal
Indicative Financial Impact (steady
Centers of Excellence state)
▪ Commercial Excellence • $10-15m net margin (Phase I)
▪ Operational Excellence CONFIDENTIAL - • Investment required: $5-8m (Phase I)

1. R&D, Global Prod. Mgmt., JVs/Growth Strategy


2. Reg., Quality, SCM, Mfg., Lean/AME COEs, Strat. Sourcing Direct Functional

70
05
Financial Overview
STRICTLY PRIVATE AND CONFIDENTIAL

Basis of preparation (1/3)

Methodology

• Merckx operates as a reporting division of Sierra Group plc (“Sierra Group”)


• The division is currently preparing for a demerger and separate listing, as announced by Sierra Group on 22 March 2019
‒ Adjusted historical financials and financial projections for the division have been prepared for the purposes of the demerger
• Merckx has a 31 July financial year-end (consistent with that of its parent company, Sierra Group)
• Merckx currently reports in GBP (the reporting currency of Sierra Group)
‒ However, the majority of Merckx sales are generated in USD and so Merckx plans to change its functional and reporting currency to USD
going forwards. The historical and forecast financial information in this document has therefore been prepared in USD
Overview ‒ Merckx’s financial reporting systems allow P&Ls to be translated from the underlying local currency into any other currency at specified
exchange rates. All financial information presented in this document is shown at constant currency USD (with financials converted at
FY20 budget exchange rates). Please refer to p. 103 for a summary of the budget exchange rates
• From the financial year ended 31 July 2020 (“FY20B”), Merckx will comply with the new IFRS16 accounting policy
‒ The financial projections are prepared under IFRS accounting policy (projections do no reflect new IFRS16 accounting policy)
‒ Historically the operating lease expense has been c. $16m p.a.
‒ From FY20B the impact of IFRS16 will be to replace the operating lease expense with a depreciation charge. The impact of this change
will be to increase EBITDA from FY20B by c. $14 - 16m

• The three year historical track record presented for Merckx (FY17-19A) has been taken from the Financial Vendor Due Diligence (“VDD”)
report prepared by Deloitte
‒ The Financial VDD report is based on the Merckx management accounts and has been reconciled by Deloitte to the historical reported
financials
‒ The historical financial information for Merckx is being audited (the audit is expected to be completed by the end of December 2019)
• Over the last three years the Merckx income statement has been impacted by a number of structural and operational changes including; the
Historical financial
sale of three businesses; a change in distribution channels for the Acapella product; an enforced notified body change; and the
information (HFI)
rationalization of certain product groups. These changes have impacted the year on year comparability of the reported historical financial
information
‒ For this reason, Deloitte has presented an adjusted income statement in the Financial VDD, which incorporates quality of earnings
adjustments (including in relation to the items listed above)
‒ All historical financial information within this document is presented on this adjusted basis
‒ These adjustments are explained in the quality of earnings section of the Financial VDD report

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STRICTLY PRIVATE AND CONFIDENTIAL

Basis of preparation (2/3)

Methodology

• The Merckx business plan has been prepared by the Merckx management team ahead of the demerger of the business
‒ The financial projections represent the current base case financial profile for Merckx as a standalone company, as would be expected to
be signed off by the Sierra and Merckx Boards ahead of the demerger
‒ These are therefore also the basis of the financial projections the Merckx management team would currently intend to use to brief equity
analysts ahead of the separate listing of Merckx
• The business plan process for Sierra Group divisions is well established: businesses develop five-year, organic operational plans on a
constant currency basis
‒ March - first submission of strategic plans
‒ May - strategic plans reviewed and approved by Sierra Board
‒ July - Budget (first year of plan) approved by Sierra Board
• The starting point for the business plan projections is the Merckx FY20B budget, as signed off by the Sierra Group Board in July 2019
• Given the above, the financial profile in this document represents the achievable level of the plan and does not include many of the upsides
Business plan which have been identified by Merckx management
methodology
• The budget and business plan are based on a detailed bottom-up financial model, built on a product-by-product basis and analyzed for the
purposes of the business plan at the GPH21 level (at which level there are c. 90 groups of products), which are then consolidated to the
Merckx level
‒ For each individual product, there is a full revenue and gross profit build up
‒ This includes both existing products and NPI
• All cost items below gross profit are analyzed at the Merckx level and are based on a detailed build-up of each expense item. Key expense
line items below gross profit include:
‒ Sales and marketing
‒ Operations and GQR 2
‒ G&A
‒ R&D spend
‒ Function costs

1. General Product Hierarchy


2. Global Quality Regulation

73
STRICTLY PRIVATE AND CONFIDENTIAL

Basis of preparation (3/3)

Methodology

• Merckx operates largely on a standalone basis from Sierra Group with no shared manufacturing sites or operational functions. It receives
certain back office support from Sierra Group, largely related to the IT and HR functions
• Certain recharges from Sierra Group have historically been included in Merckx’s P&L. These recharges have reflected:
‒ Merckx’s use of back office support
‒ An allocation of Sierra Group’s central / corporate costs to Merckx
Corporate
• The historical level of recharges does not represent the future cost structure of Merckx once the separation is completed
allocations /
shared services ‒ A separation document has been prepared detailing the cost of the back office functions which would be required on a standalone basis
and relate primarily to IT, HR, Insurance and share based payments
• The adjusted historical financial information and the business plan projections include only those costs required by Merckx on a standalone
basis:
‒ These costs are estimated to be c. $36m p.a. (more detail on p. 97)
‒ This compares to a FY19A group recharge of c. $50m

• Some of the products described in Section 5 of this document (Financial Overview) are under development by Merckx and are not currently
available for sale (please refer to the disclaimer on p. 2)
Other

74
STRICTLY PRIVATE AND CONFIDENTIAL

Financial highlights (1/2)

Revenue returning to growth Increasing gross profit margins

• Base business return to market growth (CAGR of 4%), made up of: • Strong and increasing gross margin profile, consistently > 50%
‒ Base business (excl. any NPI) projected to grow at 0.1% CAGR (incl.
impact of cannibalization due to significant level of NPI) • Gross profit margin expected to increase from 53.7% to 56.4% over the
‒ New products (excl. Intellifuse™ and Micro-Infusion) forecast to add forecast period, predominantly driven by improvements in product mix, as
c. $136m of revenue by FY24 well as operating leverage from revenue growth
• Including projected contribution from Intellifuse™, Merckx’s revenue is
‒ Favourable mix in part a result of new product launches / refreshing of
expected to grow at 9% CAGR over the forecast period driven by a
portfolio
return to market growth and the introduction of new products,
particularly Intellifuse™
• Gross profit also aided by initiatives to optimize pricing by building a
• Return to market growth driven by refreshed portfolio, entry into new mature pricing organization and negotiating purchase price reduction
higher growth adjacencies (e.g., increased focus on alternate sites and initiatives, offsetting pricing pressures and inflationary increases in the
home care) and new PFG partnerships to fill gaps in portfolio cost base
• Merckx has significant planned near-term product launches following the
increase in R&D spending in recent years, driving revenue from new • Other widespread gross margin efficiencies identified across procurement,
products in the forecast period (c. $450m of revenue by FY24) manufacturing and supply chain
‒ In addition to Intellifuse™, other key new products include Micro-
Infusion, Keystone PIVC and Acapella OTC
Revenue ($m) Adj. gross profit ($m) and margin (%) 1
53.7% 56.4%

$1,587
$895
$1,141
$613

FY20B FY24F FY20B FY24F

1. Note: Reflects gross profit including other costs of goods sold

75
STRICTLY PRIVATE AND CONFIDENTIAL

Financial highlights (2/2)

Expanding margin profile Strong cash flow generation

• Expanding EBITDA margin profile over the period from 23.6% to 27.8% • Consistently strong cash conversion (> 90%) given low capital intensity
of the business, despite substantial R&D spend
‒ Operating profit margin forecast to expand from 19.3% to 24.0%
‒ Asset light business requires limited capital expenditure other than
• SG&A efficiencies driven by initiatives identified by new management research and new product development (typically c. 4.5% of
team revenue)

‒ Organisational delayering and introduction of regional P&Ls • Increased profitability of business over forecast period key driver of
14% CAGR in operating cash flow
‒ Streamlining functions, adopting best-in-class targets and driving back
office efficiencies • Cash conversion lower than historical average partly due to NPI-upside
opportunity
• Margin also driven by introduction of margin accretive new products –
Micro-Infusion and Intellifuse™ • Cash conversion supported by high credit quality of customer base

Adj. EBITDA ($m) and margin (%) Operating cash flow 1 ($m) and conversion 2 (%)
23.6% 27.8% 97.9% 95.2%

$441 $362
$270 $216

FY20B FY24F FY20B FY24F

1. EBITDA less capex and change in net working capital


2. (EBITDA less capex and change in net working capital) / adjusted operating profit

76
STRICTLY PRIVATE AND CONFIDENTIAL

Summary financial profile

Revenue ($m) and growth (%) 1


$1,587 Revenue projected to grow at ~9% CAGR through to FY24F
$1,278 $1,405
$1,141 $1,199 $425
$397 $410
$372 $383 $430 Base business returning to market growth, aided by incremental NPI
$401 $415
$376 $388
$478 $572 $723
$402 $436 Entry to high growth adjacencies e.g., LVP
FY20B FY21F FY22F FY23F FY24F
Infusion Systems Vascular Access Vital Care
Over 80% of revenue derived from consumables and single-use devices

Adj. EBITDA ($m) and margin (%)


23.6% 24.9% 25.6% 26.7% 27.8% Adj. EBITDA projected to grow at ~13% CAGR through to FY24F

Short-term gross margin improvement driven by productivity improvement and


procurement savings
$441
$327 $375
$270 $299 Longer-term gross margin trend driven by operational leverage and NPIs

FY20B FY21F FY22F FY23F FY24F Focus on Operational Excellence driving SG&A optimization

Operating cash flow generation ($m) and conversion (%) 2


97.9% 94.5% 94.0% 94.1% 95.2% Operating cash flow projected to grow at ~14% CAGR through to FY24F

Cash conversion consistently > 90%


$362
$259 $302
$216 $235
Low capital intensity business other than substantial R&D spend

FY20B FY21F FY22F FY23F FY24F Lower cash flow conversion in outer years as NPI ramps up

1. Note: Total revenue shown includes other revenue


2. Note: Operating cash flow conversion calculated as (EBITDA less capex and changes in working capital) / adjusted operating profit

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STRICTLY PRIVATE AND CONFIDENTIAL

Revenue trends

Revenue by year ($m) and growth (%) 1 Key commentary

• FY20B-24F CAGR of 15.8% (incl. Intellifuse™)


2.9% 0.3% 1.3% 5.1% 6.5% 9.9% 13.0%
• FY20B-24F CAGR (excl. Intellifuse™) of 3.0%
• Introduction of Intellifuse™ drives growth in outer years
Infusion
$1,587 Systems • Increased installed base of Intellifuse™ and Ambulatory
pumps driving revenues from dedicated disposals
$1,405
• In US, significant traction from software growth on
$1,278 $425 connected solutions
$1,199
$1,123 $1,126 $1,141
$1,091 $410
$397 • FY20B-24F CAGR of 3.5%
$383
$353 $370 $364 $372 $430 • New PFG partnerships to fill gaps in portfolio driving
revenue growth across Vascular Access
$415 Vascular
Access • Key NPI includes ViaValve, which drives short-term
$401
$388 revenue growth and Keystone, which drives PIVC market
$383 $373 $365 $376
penetration globally and provides significant growth in
outer years
$723
$572
$436 $478
$364 $386 $397 $402 • FY20B-24F CAGR of 3.4%
• Acapella penetration and OTC driving growth in
FY17A FY18A FY19A FY20B FY21F FY22F FY23F FY24F Respiratory COPD
• Temperature management benefitting in short-term from
Infusion Systems Vascular Access Vital Care
Vital Care competitor disruption
• Tracheostomy benefiting from recent NPI
• DEHP replacement programme and short term
competitive pressures offset by introduction of new
products

1. Note: Total revenue shown includes other revenue

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STRICTLY PRIVATE AND CONFIDENTIAL

Infusion Systems revenue trends

Revenue by year ($m) and growth (%) 1 Key commentary

• FY20B-24F CAGR of 7.5% (3.4% excl. Micro-Infusion)


• Driven by increased focus on alternate sites and Micro-
5.9% 3.0% 1.1% 8.6% 9.7% 19.5% 26.4% Ambulatory
Infusion in outer years
Infusion • Only contracted revenues reflected for Micro-Infusion,
$723 providing $11m of revenue in FY21, growing to $20m in FY24

$58 • FY20B-24F CAGR of 2.8%


$31 Ambulatory
• Growth in line with market
$572 Infusion • Revenue increase driven by steady rise in installed base of
Disposables ambulatory infusion pumps
$57
$478 $30
$436 $313 • FY20B-24F CAGR of 55.0% ((6.0)% excl. Intellifuse™)
$397 $402 $55
$386 $54 $30 • Introduction of Intellifuse™ drives growth in outer years, but
$364 $173
$54 $52 $29 creates softening in FY20 as customers wait to upgrade
$54 $93
$54 $28 $28 $68
Hospital • In longer term, conversion to Intellifuse™ and the pull through
$31
$29
$56 $60 $54 Infusion of dedicated disposables, software and service revenues
$59 drives growth
$171 $176 $181
$166 • Decline ex. Intellifuse™ reflects cannibalization of existing
$165 $162
$148 $167 products

$119 $129 $136 $140 • FY20B-24F CAGR of 3.0%


$74 $77 $90 $105
• NPI growth for FY20 is Neusite (Needleless Access Connector)
Infusion
• Increased installed base of Intellifuse™ driving revenues from
FY17A FY18A FY19A FY20B FY21F FY22F FY23F FY24F Disposables non-dedicated disposals
Ambulatory Infusion Ambulatory Infusion Disposables • In outer years, focus on Micro-Infusion drives use of Cleo
Hospital Infusion Infusion Disposables
• FY20B-24F CAGR of 2.6%
Pain Management Pain
• NRFit adoption, predominantly in the UK, demonstrates
Management growth potential

1 Note: Excludes other revenues

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Vascular Access revenue trends

Revenue by year ($m) and growth (%) 1 Key commentary

• Decrease in historical period reflects impact of enforced notified body change


(2.7%) (2.1%) 2.9% 3.2% 3.4% 3.6% 3.7% and a manufacturing issue, since resolved, affecting Gripper Needles, which
reduced supply

• FY20B-24F CAGR of 4.9%


$430
$415 • ViaValve product drives short-term revenue growth
$401 PIVC
$383 $388 $55
$373 $365 $376 • Keystone to drive PIVC market adoption globally,
$54
$52 providing significant growth in outer years
$46 $50
$46 $47 $49
$123
$120
$112 $115 $118
$114 $111 $113
Ports & • FY20B-24F CAGR of 2.5%
$68 $70 Grippers 2 • Growth in line with market
$63 $65 $67
$58 $61 $64

• FY20B-24F CAGR of 2.1%


$162 $165 $173 $182 Sharps
$155 $146 $150 $157
• Growth in line with market
Safety
• Execute “Safety in Sync” marketing programme

FY17A FY18A FY19A FY20B FY21F FY22F FY23F FY24F


Cardio • FY20B-24F CAGR of 3.2%
Thoracic • Growth in line with market
PIVC Ports & Grippers Sharps Safety Cardio Thoracic

• New PFG partnerships to fill gaps in portfolio driving additional revenue


growth across Vascular Access; not included in the plan

1 Note: Excludes other revenues


2 Note: Includes CIVC

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Vital Care revenue trends

Revenue by year ($m) and growth (%) 1 Key commentary


• FY20B-24F CAGR of 4.0%
4.6% (1.5%) 2.2% 3.1% 3.5% 3.5% 3.5% • Short-term benefit from competitor disruption and Hotline
Temperature 2 outperformance
management • Installed base of NGCW 3 drives high margin disposables
• Outer years affected by next generation H-2000

$425 • FY20B-24F CAGR of 3.2%


$410
$397 • DEHP replacement programme and short term
$383 $33
$370 $364 $372 $32 competitive pressures offset by introduction of new
$353 $31 $40 Tracheostomy
$30 $30 $38 products
$31 $30 $37
$31 $36 • FY19A decline due to minor disruption caused by closure
$38 $37 $35
$38 $78
$75 $76 of SteriGenics’ Willowbrook steriliser
$73 $74
$72 $72
$66 $46 $48 • FY20B-24F CAGR of 6.2%
$40 $43
$39 $38 $38 Respiratory • Acapella OTC 4 to drive growth from FY21F
$35
COPD • Also continue to grow sales via direct channels
$119 $123 • FY19A disruption due to Acapella change of channel
$108 $111 $115
$102 $107 $106
General • FY20B-24F CAGR of 1.7%
Anaesthesia • Leverage Endotracheal Tubes opportunities
$82 $82 $88 $91 $95 $99 $103
$81
• FY20B-24F CAGR of 3.1%
Respiratory • Growth in line with market, limited NPI assumed
FY17A FY18A FY19A FY20B FY21F FY22F FY23F FY24F

Temperature management Tracheostomy


• FY20B-24F CAGR of 2.8%
• Pneupac installed base drives use of dedicated
Respiratory COPD General Anaesthesia disposables
Specialty • Veterinary NPI: Advisor launch (EMEA) and growth
Respiratory Specialty
through clinical KOL 5 activities
• BCI held to a slight decline over the period
1 Note: Excludes other revenues
2 Note: Hotline refers to blood and fluid warming product
3 Note: NGCW refers to next generation convective warmer
4 Note: OTC refers to over the counter
5 Note: KOL refers to Key opinion leaders 81
STRICTLY PRIVATE AND CONFIDENTIAL

Intellifuse™ overview
Robust go-to-market strategy considers competitive pricing, training, product messaging, required sales force and account management

Revenue ($m) and growth (%)


Indicative number of units installed (‘000s) 1

LVP: 3 12 24 47 62 67 70 72 • FDA and BSI submissions both made in FY19


Syringe
3 5 11 22 30 34 38 41 • First Intellifuse™ revenues forecast to occur in FY21
pumps:
• Initial slow ramp in revenues as Merckx focuses on establishing first reference accounts
for Intellifuse™

$711 • Opportunity to capture accounts from specific incumbents due to customer dissatisfaction
$617
$508
$50 $403 • Targeting US LVP installed base of ~5%2 by FY24, 19% indicative volume share of units
$17 $270
$133 sold

FY21F FY22F FY23F FY24F FY25F FY26F FY27F FY28F • Revenue escalates as installed base increases – driving equipment sales as well as
associated software and dedicated consumables
Indicative volume share of units sold (total LVP and Syringe):
Americas: 1.6% 3.8% 7.5% 14.3% 18.0% 18.0% 17.3% 16.7% • Each pump represents a 7-year annuity
Asia Pacific: - 0.0% 0.1% 0.2% 0.2% 0.2% 0.1% 0.1%
• For each pump, c. double the value of the pump is earned in the annuity relating to
EMEA: 0.1% 0.1% 0.4% 0.6% 1.4% 2.6% 4.1% 4.9% seven years of consumables (service, software and dedicated consumables)

Gross profit ($m) and margin (%)

35.5% 43.9% 55.3% 57.9% 59.9% 62.2% 64.0% 64.8% • Lower margin in early years as business invests to establish reference accounts
• Penetration pricing strategy to build reference accounts and share
• Installed base drives higher margin in outer years from increased proportion of sales
in higher margin software and dedicated consumables
$394 $461
$316
$6 $22 $241
$156
$73
FY21F FY22F FY23F FY24F FY25F FY26F FY27F FY28F

1. Note: Reflects Americas unit forecasts


2. Note: Market sizing report by leading consultants states total market share opportunity for non incumbent is 34% by FY24. LVP 5% reflects conservative estimate with significant upside potential

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Gross profit trends

Gross profit by year ($m) and margin (%) 1 Key commentary

60.7% 58.9% 57.1% 56.8% 57.6% 58.6% 59.2% 59.9%


• Merckx will benefit from significant gross margin expansion across all business
53.5% 52.0% 51.0% 51.5% 52.0% 52.8% 53.4% 54.3%
segments over the forecast period
58.3% 56.7% 57.0% 57.1% 57.2% 58.4% 59.9% 60.4%
• Infusion Systems margin expansion (FY20B – 24F): 320bps

$895 • Vascular Access margin expansion (FY20B – 24F): 280bps


• Vital Care margin expansion (FY20B – 24F): 300bps
$779
$254 • Gross profit growth driven by:
$700
$651 • Introduction of new products
$608 $607 $606 $613 $243
– Significant volume of new products to be introduced by FY24
$232
$221 $234
$215 $218 $208 $211 • Manufacturing efficiencies including value engineering targeting strategic
product platforms and driving specification, raw material and
$222
manufacturability improvements
$212
$202 • Distribution efficiencies include freight lanes and lean distribution
$205 $194 $186 $193
• Other gross margin efficiencies identified across procurement, manufacturing
$436
$342 and supply chain (e.g., lean initiatives and project delivery oriented training
$250 $279 on lean six sigma)
$212 $219 $226 $229
• Shorter term improvement in gross margin led by procurement savings vs.
longer term benefits from ability to resist price erosion through better controlled
FY17A FY18A FY19A FY20B FY21F FY22F FY23F FY24F price of goods, adoption of lean initiatives and management of supply chain, as
well as reductions in waste

Infusion Systems Vascular Access Vital Care

1. Note: Total gross profit shown includes other gross profit

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Cost structure

Expenses breakdown ($m) and proportion of sales (%) 1 Key commentary

35.3% 34.7% 34.4% 34.4% 33.5% 33.3% 32.6% 32.4% • Expenses as a proportion of sales forecast to decrease across period,
underpinned by a number of cost reduction initiatives identified by new
management team:

$514 • De-layering and restructuring of cost functions, particularly sales and


marketing
$458 $79
$425 • Culmination of Project Paragon 3, reducing ongoing quality and regulation
$402 $42
$392 costs
$385 $390 $388 $19
$1 $10 $100
$97 • Sales and marketing made up > 40% of total expenses across historical period
$95
$96 $92 $89 $96 $92 (FY17 – FY19A)
$51 $56
$40 $43 $45 • Forecast to decrease to ~35% by FY24F (excluding impact of Intellifuse™)
$37 $43 $41
$98 • Other expenses include quality and regulatory costs, G&A, finance and tax costs,
$94 $92 $95 $95
$91 $93 $90 as well as legal, HR and IT costs

• Total R&D (sum of capitalised and expensed R&D) held at ~5-6% of revenues
throughout the forecast
$160 $162 $165 $164 $166 $171 $175 $181
• Intellifuse™ first expenses forecast to be incurred in FY20F ($1m), but forecast
to increase significantly to $79m by FY24 in line with growth in revenue

FY17A FY18A FY19A FY20B FY21F FY22F FY23F FY24F • FY24F Intellifuse™ expenses correspond to ~29% of sales

• Intellifuse™ costs largely comprised of investments in sales force (marketing


Sales and Marketing Operations R&D2 Other Intellifuse structure, installation expertise, implementation team) to ensure business is
prepared for change in sales model and ramp-up in volume

• Other expenses includes ongoing element of Group recharge

1. Note: Other expenses shown net of central recharges


2. Note: Expensed portion of R&D only
3. Note: Reflects Notified Body Remediation project

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EBITDA trends

EBITDA by year ($m) and margin (%) 1 Key commentary

25.1% 23.9% 23.7% 23.6% 24.9% 25.6% 26.7% 27.8% • EBITDA margin expands ~420bps over forecast period (FY20B – 24F)

• FY24F EBITDA of ~$441m underpinned by significant growth:

• Effect of drop through of increased revenue (operational leverage)


$441
• Improved product mix driven by introduction of new, margin-accretive
$375 products

$327 • Category strategies, quality performance improvement, supply chain lane


$299 optimization and other operations initiatives
$274 $268 $267 $270
• SG&A efficiencies including de-layering, regionalizing and other initiatives
currently underway by the new management team

• Operating profit margin forecast to expand from 19.3% to 24.0% over the same
period

• Represents operating profit margin expansion of 470bps

FY17A FY18A FY19A FY20B FY21F FY22F FY23F FY24F

1. Note: Includes impact of central recharges

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Operating cash flow items


Cash conversion to remain at > 90% across forecast period

Capex ($m) and proportion of sales (%) Net working capital 2 ($m) and NWC as % sales

6.8% 5.7% 5.7% 4.7% 4.6% 4.6% 4.3% 3.9% 15.6% 17.2% 15.2% 15.0% 15.0% 14.8% 14.4% 13.8%

$74
$3 $64 $64
$61 $62 $219
$3 $2 $58 $202
$53 $56 $1 $1 $2 $193
$0 $2 $2 $2 $189
$2 $170 $171 $172 $179
$40 $27 $19 $19
$25 $17 $18
$17

$35 $35 $35 $36 $38 $39 $41


$31

FY17A FY18A FY19A FY20B FY21F FY22F FY23F FY24F


FY17A FY18A FY19A FY20B FY21F FY22F FY23F FY24F

Fixed assets R&D capitalisation Software Intellifuse

• Capex split between fixed asset, R&D capitalization and software capex • Working capital requirements forecast to remain at a stable level reflecting
asset-light nature of business
• Forecast to remain at a stable proportion of revenue over forecast period (4-5%)
• Intellifuse™ represents key driver of increase in net working capital as level of
installed base ramps up
• Low level of maintenance capex for Merckx
• Reduction in working capital investment through inventory improvement
initiatives partially offset by increased Intellifuse™ investment
• Days inventory outstanding at an average of ~127 days 1 from FY17 – 19A, held
constant over forecast period

1 Note: Calculated as average inventory in year / (COGS) * 365 days


2 Note: Historic figures reflect headline net working capital

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Key investment strengths and highlights


Key proof points

+3-4% >2.2x
1 Attractive $8.6bn regulated medical devices served market
with sustainable growth fundamentals Medium-term CAGR
Potential expansion of
Infusion Systems base SAS1

#1-3 >80%
2 Leading positions in target market segments with recurring revenue
driven by established relationships and differentiated products Leadership positions in
>70% of the business Sales from consumables / single-use devices

>125m >1,000
3 Global brands with proprietary IP and
established routes to market patients treated with Merckx products
every year
Global patents2

~40% >30
4 Investment in R&D
and significant planned near-term product launches Increase in average R&D spend
in 2016-19 vs 2012-15
Products (new and improved) launched
in last 24 months

~1% Above Market


5 Multiple levers to accelerate future revenue growth and access
emerging markets Historical revenue growth Medium term growth ambition and plan

>55% >90%
6 Strong margins and cash flow, with significant
and tangible upside potential Gross margin (excluding distribution costs) Cash conversion

New CEO Stronger Team


7 Ambitious Merckx team, with the necessary experience and drive
to deliver the full potential of the business Appointed in June 2019 Deep sector and functional knowledge

Note: Most recent annual financials are for 31-Jul-2019 LTM


1 Served addressable segment.
2 Granted or pending.
87
06
Appendix
Some of the products described in section 6 Appendix are under development at Merckx and are not available for sale; please
refer to the disclaimer on p. 2
STRICTLY PRIVATE AND CONFIDENTIAL

Merckx summary financials

Merckx summary financials ($m)

CAGR CAGR
Year end 31 July; $m FY17A FY18A FY19A FY20B FY21F FY22F FY23F FY24F FY17-19A FY20B-24F

Revenue $m 1,091 1,123 1,126 1,141 1,199 1,278 1,405 1,587 1.6% 8.6%
Growth (%) % n.a. 2.9% 0.3% 1.3% 5.1% 6.5% 9.9% 13.0%

Gross profit $m 608 607 606 613 651 700 779 895 (0.2%) 9.9%
Margin (%) % 55.8% 54.1% 53.8% 53.7% 54.2% 54.8% 55.4% 56.4%

Adjusted EBITDA $m 274 268 267 270 299 327 375 441 (1.3%) 13.1%
Margin (%) % 25.1% 23.9% 23.7% 23.6% 24.9% 25.6% 26.7% 27.8%

Adjusted operating profit $m 224 217 218 221 249 275 320 381 (1.4%) 14.6%
Margin (%) % 20.5% 19.4% 19.3% 19.3% 20.7% 21.5% 22.8% 24.0%

EBITDA $m 274 268 267 270 299 327 375 441 (1.3%) 13.1%
Change in NWC $m n.a. (23) 21 (0) (8) (9) (13) (17)
Capex $m (74) (64) (64) (53) (56) (58) (61) (62) (6.7%) 3.6%
Operating cash flow $m n.a. 182 224 216 235 259 302 362 n.a. 13.8%
1
Cash conversion % n.a. 83.7% 102.9% 97.9% 94.5% 94.0% 94.1% 95.2%

1. Note: Calculated as operating cash flow / operating profit

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Forecast development of Revenue (1/2)

Revenue bridge (FY20B – 24F, $m)

$17
$5 $3
$5
$14 $10
$15
$7
$7 $10
$32
$258 $6
$3

$1,587

$19
$35

$1,141

FY20B Ambulatory Ambulatory Hospital Infusion Pain PIVC Ports & Sharps Cardio Temperature Tracheostomy Respiratory General Respiratory Specialty Other FY24F
revenue Infusion Infusion Infusion Disposables Management Grippers (incl. Safety Thoracic Management COPD Anaesthesia Revenue
Disposables CIVC)

• Largest drivers of revenue increase between FY20B & FY24F are Hospital Infusion ($258m) due to the ramp-up in Intellifuse™, Ambulatory Infusion and PIVC ($35m and
$32m respectively)

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Forecast development of Revenue (2/2)

Revenue bridge (FY20B – 24F, $m)

$17
$20

$270

$1,587

$136
$3

$1,141

FY20B revenue Base business 1 NPI (ex. Intellifuse™ and Intellifuse™ Micro-Infusion Other FY24F revenue
+ cannibalisation Micro-Infusion)

• FY20B revenue of $1,141m forecast to increase ~$446m to $1,587m in FY24F

‒ NPIs excluding Intellifuse™ and Micro-Infusion forecast to provide ~$136m to revenue by FY24F

‒ Intellifuse™ ramps-up significantly in outer years of plan as product benefits from robust go-to-market strategy, which drives increase in installed base

‒ Decline in base business due to cannibalization by Merckx NPI; constant refreshing of portfolio reduces sales of predecessors

1. Note: Includes contingencies, default, kit packaging, diabetes and other

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Forecast EBITDA bridge

EBITDA bridge (FY20B – 24F, $m) 1

$31 $(7)
$43
$105

$441

$270

FY20B EBITDA Revenue growth Gross margin expansion Reduction in SG&A Depreciation & Amortisation FY24F EBITDA
as % of sales

• FY20B EBITDA of $270m forecast to increase ~$172m to $441m in FY24F

• Increase in profitability driven by a number of factors:

‒ Revenue growth: new product introductions underpin strong revenue performance over forecast period. Intellifuse™ to contribute ~$270m in revenue by FY24F

‒ Gross margin expansion: driven by new products and reduction in COGS as a proportion of revenue and significant improvement in productivity generally

‒ Reduction in SG&A: new management team is implementing significant cost-reducing initiatives to reduce SG&A, particularly around organization delayering and
regionalization as well as operations. SG&A as a proportion of sales forecast to reduce by ~200bps over the forecast period

1. Note: Includes impact of central recharges

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2019 normalised adjusted EBITDA


FY19A normalised EBITDA of $267m 1

Key Adjustments

1• EOL impact from discontinued products due to:


9 – Enforced Notified Body change in FY18A affecting EMEA
8 – Products reaching end of life
7 $14
4 5 6 2• Acapella:
3
2 – Acapella started to be directly sold rather than via distributor
1 $6
$1 (Vyaire): resulting sales increase is assumed for entire period
$7 $2 $2
3• Intercompany (IC) constant currency mismatch:
$2 ($2) – Management’s constant currency numbers take only the
($3)
translational impact arising from IC transactions which gives
rise to an internal FX number surviving consolidation
4• Legal settlement income:
– Settlement received related to a patent legal dispute
5• Severance payments
– 50% of severance cost charge is considered as one-off cost
$267 due to exceptional magnitude of restructuring costs
(packages paid to various top management and 26 positions
$237 being made redundant across all functions)

6 China settlement cost:
– Regulatory penalty for mis-labelled products
7• China sales adjustment:
– Adjustment to smooth out the sales push in FY18 China
8• Others:
– Includes the disposal of businesses, one time sale to provide
product to a customer and enforced Notified Body changes 2
9 Net recharges
FY19A EoL impact Acapella IC constant Legal Severance China China sales Others Net FY19A
EBITDA sales currency settlement payments settlement adjustment recharges normalised
mismatch income cost Adj.
EBITDA

Source: Financial Vendor Due Diligence, Company information


1. Note: Excludes impact of central recharges ($14m)
2. Note: Others also includes bank charges below operating profit, one-time legal costs, gain on sale of fixed assets, warranty costs related to Sterile Water bottles, new product marketing cost, vacant positions costs and EoL related inventory write-off

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Separation considerations
Merckx operates on a standalone basis with respect to sales and operations with reliance on Sierra Group
limited to specific shared functions

• Substantively all of Merckx’s ~8,000 employees are directly employed by Merckx entities
Employees • A small number are currently employed by Sierra that relate to Merckx and vice-versa. These employees will be transferred into or out of the
perimeter, as appropriate, prior to completion

• All customer contracts are exclusive to Merckx and will transfer with the business
Contracts • Supplier contracts are predominantly exclusive, though there are a small number of shared supplier arrangements (principally around IT and
HR) which will be split or novated or other arrangements agreed as appropriate

• Merckx operates 42 sites in 30 countries


Facilities • These sites are owned or leased by Merckx entities and will transfer with the business

• Merckx has its own dedicated legal team, although it receives support from Sierra in specific areas related to APAC, litigation, ethics and M&A
Legal and • A number of Merckx related patents are currently held by Sierra and will be transferred into the perimeter prior to completion
compliance • Product trademarks will transfer with the business, although the rights to use the Sierra brand name will cease after an appropriate time
period under the TSA

• Merckx operates a number of standalone DB and DC schemes, which will transfer as part of the transaction, and participates in some Group
arrangements
• Defined benefit: Standalone schemes in various jurisdictions, with aggregate deficit as at 31 July 2019 on IFRS (IAS19) basis of
Pensions $7.3m1. These will transfer as part of the transaction. Legacy Group scheme in the US, which will be retained by Sierra
• Defined contribution: A number of standalone schemes and participant in Group schemes in the US and UK. Replacements for these
Group schemes will be set up before completion

• Sierra provides support in a few specific areas:


• IT services
• Legal, insurance and contract support services
Shared Group • Tax, Treasury, Payroll and HR
arrangements • In China, Merckx has entered into two leases for offices that are shared by other group entities
• Costs are recharged to Merckx and included in EBITDA
• Further details are set out on the following page

1. Note: Reflects $1.1m for Japan (assets of $6.1m, accounting liabilities of $7.2m) and $6.2m for the unfunded plans

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Shared Group arrangements


TSAs will be provided for key shared functions for a limited period to support a smooth transition
Areas to be covered by buyer at
Function Commentary completion
• Merckx's IT strategy is currently executed by Sierra’s Business Information System (“BIS”) • Dependent on requirements of buyer and extent of
function completion of IT separation plan
IT • This includes IT systems, ERP, infrastructure, licences and data repositories
• A plan is currently underway to separate Merckx’s IT function from Sierra, which is expected
to complete in FY20
• Number of functions led by Sierra using Merckx resources • External reporting
(e.g., reporting, tax, audit, treasury, IR) and vice versa (e.g., accounting and control) • Accounting
Finance • Payroll provided using number of third party providers • Tax
• Internal audit
• Legal team receives support from Sierra centres of excellence (ethics, M&A and Asia) • Contract support
Legal, insurance • Insurance has historically been negotiated by Sierra but from November 2019 each division, • Insurance
contract including Merckx, will be responsible for negotiating and paying for their own coverage • IP, trademarks and licenses
and services • Facilities service contract held and managed locally
• Asia

• HR services provided by a dedicated divisional HR team


• Pension scheme management
HR • Merckx benefits from access to global centre of excellence, in-market HR support teams and
• Employee equity scheme management
recruitment support

Share based payments • Charges relating to three schemes operated by Sierra for Merckx management • Management incentivization

FY19A Group net recharges in operating profit ($m) 1

5.6 3.0 0.3


0.6 0.5
23.0 2.6

35.6

IT HR Legal Tax Share based Insurance APAC Total


payments
1 Note: Reflects ongoing costs in the business

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Revenue and EBITDA bridges

Adjusted net sales Adjusted EBITDA

$m FY17A FY18A FY19A $m FY17A FY18A FY19A

Reported sales 1,183 1,145 1,122 Reported EBITDA 316 265 237
Disposed businesses (34) (19) (2) Disposed businesses (13) (6) (0)
EoL impact (standard margin) (21) (16) (7) EoL impact (standard margin) (11) (8) (3)
Pro-forma reported sales 1,127 1,110 1,113 Pro-forma EBITDA 291 243 234
Impact of enforced Notified Body change - 3 3 Impact of enforced Notified Body change (1) 4 5
Acapella go-to-market change impact (17) 18 3 Acapella go-to-market change impact (13) 15 2
One time sale (19) 3 3 One time sale (15) 3 3
Other - (11) 4 One-off items in costs (8) 1 3
Adjusted net sales 1,091 1,123 1,126 Other 6 (13) 5
Adjustment to net recharges 14 14 14
Adjusted EBITDA 274 268 267

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R&D trends

R&D by year ($m) and percentage of revenue (%) 1

7.1% 6.1% 6.0% 5.1% 5.0% 5.0% 4.9% 4.8%


3.4% 3.9% 3.6% 3.6% 3.6% 3.6% 3.6% 3.5%
3.7% 2.3% 2.4% 1.5% 1.4% 1.4% 1.3% 1.2%

$78 $75
$69 $67 $69
$63
$58 $60
$37

$43 $40 $56


$51
$43 $45
$41

$40
$25 $27
$17 $17 $18 $19 $19

FY17A FY18A FY19A FY20B FY21F FY22F FY23F FY24F

Capitalised R&D Expensed R&D

1. Note: Includes impact of central recharges

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Transactional split by currency

FY19A revenue split by currency at reported rates FY19A EBITDA split by currency at reported rates 1

Split by transaction currency ($m) Total % split Split by transaction currency ($m) Total % split

GBP 64 6% USD 169 69%


USD 675 60% GBP (37) (15%)
JPY 92 8% JPY 35 14%
EUR 166 15% EUR 29 12%
CAD 37 3% CAD 19 8%
CZK 0 0% CZK 12 5%
AUD 23 2% AUD 7 3%
MXN - 0% MXN 7 3%
CHF 5 0% CHF 3 1%
SEK 8 1% SEK 4 2%
DKK 4 0% DKK 2 1%
INR 21 2% INR 2 1%
NZD 3 0% NZD 2 1%
BRL 0 0% BRL (2) (1%)
SGD - 0% SGD (1) (0%)
CNY 28 2% CNY (6) (2%)
HKD - 0% HKD 0 0%
ZAR - 0% ZAR - (0%)
Total 1,126 100% Other (1) (0%)
Total 245 2 100%

1. Note: Negative value reflects net costs


2. Note: Reflects EBITDA at actual reported rates (pre-adjustments)

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Tax and pensions

Tax overview Pensions overview

• Merckx’s standalone ETR will depend on a number of factors including its • Merckx operates a funded DB pension plan in Japan and various
capital structure unfunded DB pension and termination plans in Europe

• Merckx has a lower underlying tax rate than the rest of Sierra Group • At FY19A there was a balance sheet provision of $7.3m in respect of
primarily due to its relatively higher proportion of UK operating profits these plans, broken down as:
and proportionately higher R&D and other tax attributes
• $1.1m for Japan (assets of $6.1m, accounting liabilities of $7.2m);
• Overall Merckx would currently be expected to have an ETR in the low
20s% • $6.2m for the unfunded plans

• Pension costs for these plans were broadly stable over FY17A - FY19A at
c.$0.7m p.a.

• Merckx also participates in group DB plans in the US but these will


remain on with Sierra Group on demerger. These are legacy closed plans
and no further benefits are being accrued by employees under the plans.

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Current Group structure


Merckx is currently one of Sierra’s five divisions. The legal structure has been designed to closely follow the divisional structure, resulting in
limited separation issues

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Sierra budget FX rates

Country Currency Sierra budget FX rate vs. USD


USA USD 1.000
United Kingdom GBP 0.800
Europe EUR 0.896
Canada CAD 1.320
Singapore SGD 1.360
Australia AUD 1.440
Japan JPY 108.000
Switzerland CHF 0.992
South Africa ZAR 14.400
Mexico MXN 19.200
Brazil BRL 3.920
China CNY 6.800
Czech Republic CZK 22.880
Denmark DKK 6.640
Hong Kong HKD 7.840
India INR 68.800
Indonesia IDR 14,160.000
Malaysia MYR 4.160
New Zealand NZD 1.512
Norway NOK 8.640
Korea KRW 1,176.000
Sweden SEK 9.480
Turkey TRY 6.000
UAE AED 3.760

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Glossary

Term Definition
AM Anti microbial
ASHC Alternate site and homecare
AT Anti thrombogenic
BLU Blue Line Ultra
BU Business Unit
CADD Brand
COPD Chronic obstructive pulmonary disease
DC Distribution centre
DEHP Bis(2-ethylhexyl) phthalate - chemical used as plasticizer
EOL End of Life
FFW Fast fluid warmer
GPO Group purchasing organization
HFE Human factors engineering
IBPM Invasive blood pressure monitoring
IV Intravenous
LOR Loss of resistance
LVP Large volume pump
MI Micro-Infusion
NPI New product introductions
OB/GYN Obstetrics /gynaecology
OBL Own brand label
OEM Original equipment manufacturer
P1-P5 Phases / stages in the Merckx five-stage sales process
PCA Patient controlled analgesia
PFG Purchased finished goods
PICC Peripherally inserted central catheter
PIVC Peripheral venous catheter
PMO Project management office
SAM Served addressable market
SKU Stock keeping unit
TCI Target controlled infusion
VIP Variable Infusion Profile

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