Cohance Lifesciences Limited (COHANCE) Earnings Call Transcript & Summary

Ladies and gentlemen, good day, and welcome to the investor and analyst conference call of Suven Pharmaceuticals Limited. [Operator Instructions] Please note that this conference is being recorded. I now hand the conference over to Ms. Cyndrella Carvalho from Suven Pharmaceuticals Limited. Thank you, and over to you.

Thank you, Sishri. Good morning, everyone. Welcome to the special Suven Pharma conference call to discuss our strategic intent to acquire majority stake in NJ Bio, Inc. Joining me today, with me our Executive Chairman, Mr. Vivek Sharma; our Managing Director, Dr. Prasada Raju; our CEO, Dr. Sudhir Singh; and our CFO, Mr. Himanshu Agarwal, who will outline the transaction, its rationale and strategic value before opening the floor for Q&A. I now invite our Chairman, Mr. Vivek Sharma, to share his insight on this deal.

Thank you. Thank you, Cyndrella. Good morning, everyone. We are excited to announce Suven's intent to acquire NJ Bio, a leading antibody drug conjugate, ADC, company focused CDMO based out of New Jersey -- Princeton, New Jersey. This acquisition is in line with our vision of being a global technology-led at CDMO with end-to-end capabilities in ADC development and position us uniquely to capitalize on the high-growth ADC market. The acquisition also helps us expand footprint in the U.S., the hub of ADC innovation. Dr. Naresh Jain, the Founder and CEO of NJ Bio is a very well-renowned scientist and a highly respected name in the ADC domain. A PhD from Boston University and a Post-doctorate Fellow at The Scripps Research Institute, Dr. Jain's career includes over a decade in senior R&D roles at J&J. He has also earlier founded The Chemical Research Solutions, TCRS, an ADC-focused CRO. Under his leadership, NJ Bio has rapidly grown into a USD32 million revenue company and has been a trusted partner to over 150 innovator customers including the small, mid and large pharmaceutical companies, biotechs and CDMOs. NJ Bio has served over 150 customers to date, actively working with 40 to 50 clients at any time and successfully delivered over 500 projects across the last 5 years of operation. NJ Bio also has won several [indiscernible] excluding Best CRO in the prestigious World ADC Awards for 4 consecutive years, that is from 2021 to 2024. We, at Suven, are very excited to partner with Dr. Jain and his team and welcome them to the Suven Family. Dr. Jain continued leadership as CEO of NJ Bio ensures continuity and deep domain expertise for Suven's strategic vision. We are confident that partnership will significantly accelerate our journey to becoming a global leader in this fast-evolving space. I will ask Dr. Prasada Raju to share his insights.

Thank you, Vivek. Very good morning to all of you. A warm welcome to you. We are very excited about the collaboration as it deepens our pioneering position in ADC and expands our capabilities and competencies in the emerging modalities. NJ Bio has built a strong end-to-end ADC chemistry capabilities across payload-linker synthesis, bioconjugation and bioanalytical services, thus, making it as one-stop solution for the customers. NJ Bio's abilities to provide expression consultation services by leveraging its deep library of payload linkers has also been a strong value proposition. The integration of NJ Bio's capabilities with Suven Cohance brings unparalleled synergies. NJ Bio's expertise in linker and bioconjugation technologies perfectly complements Suven leadership in payload chemistry and manufacturing at GMP level. Together, we now provide a seamless solution from discovery to commercial manufacturing, creating a significant value to our existing and new customers. Beyond ADCs, NJ Bio also offered superior capabilities in expanded drug conjugates and new modalities, including radio conjugates, oligonucleotide conjugation and mRNA technologies. These platforms broaden Suven's abilities to serve emerging modalities rapidly, gaining traction in the industry, making it one of the few CRDMOs within U.S.A. plus India footprint and presence across major new modalities like ADC, nucleic acid chemistry and mRNA. Capacity-wise, NJ Bio adds state-of-the-art R&D and GMP suites across its Princeton facility, supported by a talented team of over 140-plus scientists -- employees including 100 scientists. The combined platform also gets a dual location...

I'm sorry to interrupt, sir. Sir, your voice is not coming very clear.

Is it okay now?

Yes, sir. Please go ahead.

Thank you. Capacity-wise, NJ Bio adds state-of-the-art R&D and the GMP suites across its Princeton facility, supported by a talented team of over 140 employees, including 100-plus scientists. The combined platform also gets a dual location advantage with an expansion of its foothold in the U.S.A, the hub of antibody drug conjugates innovation globally. With minimal customer overlap, we see significant cross-sell opportunities as well. These strategic transaction definitely enhances our differentiated technology platform, which is in line with our thesis of creating a technology-led, unique CDMO platform globally and ensures Suven continues to deliver exceptional value in niche and high-growth markets. With this, I would request Himanshu to take you through about the financial aspects of it. Thank you.

Thank you, Dr. Prasada. Let me walk you through the financial controls of this transaction. Suven is acquiring a 56% stake at a pre-money equity value of approximately USD 100 million, valuing it at low to mid-teens EV/EBITDA for CY '25. Dr. Naresh Jain will retain a stake in the company and will continue to lead NJ Bio in its next phase of growth, along with the senior leadership group and the skilled scientific workforce that he has brought together over the years. Suven shall invest USD 64.4 million through a combination of secondary acquisition as well as primary capital infusion. This includes USD 49.4 million for buying out the existing minority shareholders other than Dr. Jain and his family; USD 15 million as primary equity infusion that will be mainly used for future growth requirements, that is the GMP expansion at the existing Princeton facility. Balance stake will be held by Dr. Jain and his family with a call and put option arrangement for Suven to acquire the balance stake after 5 years. NJ Bio has scaled up rapidly in the last few years and is expected to achieve in the 12 months ending December '24 a revenue of USD 32 million, reflecting a 70% CAGR in the last 4 years. The company has consistently invested for future growth, including recently setting up of a cGMP-compliant manufacturing facility and also investments in R&D to develop novel technology platforms relating to ADC drug development. This transaction is accretive in the midterm with operating leverage expected to drive significant EBITDA growth as NJ Bio scales its GMP capabilities well supported by Suven and Cohance U.S. FDA-approved GMP capacities. The transaction is expected to close before the end of December, subject to regulatory approvals. Suven's strong balance sheet with a cash reserve of $6.5 billion as of September '24, positions us well to support the strategic investment while maintaining...

I'm sorry, sir, you are not audible. I'm sorry, sir, we lost you. Can you just repeat again, please?

Yes, Sishri, is this clear?

Yes, it is. Please go ahead.

Yes. Thank you, team. With this acquisition, Suven has taken a step forward in our journey to lead an end-to-end ADC space, combining deep technology expertise with dual-location advantage. We now open the floor for question and answers. Yes, Sishri, over to you, please.

[Operator Instructions] Our first question from the line of [ Harith Amit ] from Avendus Spark.

Thanks for the opportunity.

Sir, may I request you to you use your handset, please? Your voice is not very clear.

Yes. Give me a moment. I hope I'm audible.

Yes, please go ahead.

So I was just trying to understand NJ Bio's capabilities a little better. So NJ's capabilities in linkers and bioconjugation, does NJ have capabilities for -- in these areas at a commercial scale or a late clinical scale? And if not, will NJ invest to build capabilities at a commercial scale or a late clinical scale?

Thank you. Just from an overall value chain standpoint, as you understand, at Suven, we are active on payloads at a commercial scale, especially on camptothecin-based and tubulin inhibitors. In ADC, there are 2 more important elements, which are linker and bioconjugation with monoclonal antibody, which we don't have a capability today. That's where NJ brings us the value addition. That's the first part of your question. Second part of your question, do they have abilities to manufacture at a commercial scale with GMP, that has been the strategic intent and endeavor they have been doing it. And as we are speaking, even in the current year also, they're able to create meaningful revenues out of GMP with a state-of-art manufacturing capability that they have it. Having said that, as you understand, along with the molecule, the manufacturing capacity has to be expanded. Together with Suven and NJ Bio, we should be able to help them to expand the manufacturing capacities also for future supplies in the GMP level as well. Otherwise, they do have footprint and capabilities available with them.

Okay. Got it. And then my second question is related. The combined platform, Suven plus NJ, what is missing in the overall ADC CDMO services is monoclonal antibody manufacturing and fill-finish capabilities. So here again, the addressable market that you've shared excludes these 2 areas, which account for a large part of the overall ADC services market. So will you -- how should we think about potential entry into these areas? And any plans to kind of become a fully integrated player in the ADC services market?

So to begin with, we strongly believe in leveraging with our strengths. That's the reason we have not added the other 2 elements. And we feel there is enough market opportunity that we can unlock in midterm to short term, both from abilities of manufacturing payloads and with an additional capability that we have gotten from NJ Bio with the linker library, coupled with bioconjugation. Over a period of time, if business makes sense to us, we might look at it. But in our current radar, we better to play with our strength. Hence, we have not included that as well because there are better, strong players who can do these activities outside of us.

Okay. And last one with your permission. Can you talk a bit about the competitive intensity in the ADC or broader XDC CDMO space because one of your Indian peers have talked a lot about their integrated capabilities. We've seen how WuXi as a separator, WuXi XDC and they're also talking about integrated capabilities. So given the number of drug candidates in the space, are we also seeing a lot of competition or response from CRDMO players to add ADC capabilities and that kind of increasing the competitive intensity for players like Suven?

So I can only say one thing. Probably we might not be able to comment on somebody -- on behalf of somebody. Having said that, how we differentiate ourselves when compared with any of the rivalries that you are trying to mention? With a deeper scientific capability, we have a synthetic surrogate of manufacturing under the GMP, that's a unique value proposition that we have. Number of payload linkers, which are covered as a part of NJ Bio library is also one of the unique value proposition. You don't see so many companies outside of us. With this two, in fact, the addressable market, which is related to your second question, is actually got expanded by almost 5 to 7x higher than what it was when it is standalone Suven business of antibody drug conjugates. I think we feel we have enough headroom and addressable market with our differentiation of supplying to the commercial products of commercially approved with GMP capabilities. And coupled with the latest technologies that we are able to get it through NJ Bio, we strongly feel we are well positioned to maintain the same kind of a growth momentum for us.

We'll take our next question from the line of [ Jatin Chawla from RTL Investments ].

So my question is how important is it on the ADC side to be part of the molecule at an early stage? So between NJ Bio's early stage and commercial manufacturing capability that you plan to build, whilst both are important, strategically from your perspective, what is more important? That's the first question. And the second is how important is it for you to have a U.S.-based manufacturing site from your clients' perspective?

So when we have looked at the current market, definitely, every company wanted to see end-to-end solution. And as you understand, the body of the knowledge is built in the very early stage, which we are not so active right now. We are predominantly on the GMP manufacturing side of it. When we enter into the molecule along with the customer, we can have a seamless starting from early stage and we can follow the molecule till end of the commercialization. From that standpoint, these competencies organically we might not be able to build in a few years. Hence, we have taken this route of acquiring these competencies. It is extremely important, the body of the knowledge will be expanded and it is definitely useful for us to follow through the molecule. Second, everybody wanted to -- Jatin, you wanted to ask a question?

No, I was just saying got it. You can go ahead with that.

Yes. Thank you. The second point is, as you understand, more than 280-plus active molecules, current pipeline is more than 1,000, the predominant research is happening in the U.S. Obviously, there is an offshore presence and people wanted to have presence in U.S. for their needs, both from mid- to large pharma companies. That's where our U.S. manufacturing facility and R&D will always be helpful for us. While we can strike a balance on the cost containment, if at all there is any cost pressure comes in, we always have an Indian operation. When there is an innovation led and the time has to be the most critical component, our U.S. manufacturing site will always be helpful to us. Specifically, from a platform technology-led, the combination of both India and West will always be helpful from a customer standpoint. That's what we learned from our customers when we spoke informally.

[Operator Instructions] Next question is from the line of Girish Bakhru from OrbiMed.

Can you -- I know it's small recommended revenue...

I'm sorry, sir. We are unable to hear you. Can you use your handset mode, please?

I am on handset. Can you hear me?

Can you speak louder, please?

Yes, sure. Can you hear me now?

Yes, please go ahead.

Just wanted more split on this $32 million. Is it more coming from linker or conjugation? Can you give some color on that?

Yes, please. So -- this is Sudhir Singh. So the way it works that it has never differentiated between linker, how much of revenue from linker, how much from a conjugation. When the project comes, there are 2 ways of doing projects in NJ Bio. One is the discovery project. Discovery project is mostly on FTE based where the customer comes and deploy FTEs and that's the challenge for FTE based, which includes payload, linker, conjugation, whole the process. Even in the development also, there is no distribution of revenue or how much is for linker, how much -- this is a bundled project. When a customer comes, they come from a payload along with linker and conjugation. So the whole revenue is counted as a one part.

Understood, understood. And I mean, just as a combined entity when we see with Suven taking deeper presence via cGMP. Do you see overall this strategy to change from essentially like taking more fee-based work to more manufacturing-based work? Just wanted to get more sense on whether -- I mean, the idea is to essentially do more of the chemistry or more manufacturing?

Actually, the strategy doesn't change, as Prasada said in the beginning, that when customer comes -- customers come to you at a discovery level and they want to see a seamless progression of the molecule from discovery all the way to the clinical and commercial. Suven will complement to NJ Bio in terms of back-end payload manufacturing. And at the same time, NJ Bio will complement to our customer, let's say, we have customers whom we are supplying a payload and if they have a need in terms of linker and conjugation and that's where the NJ Bio can complement us. So it's a win-win for both organizations in terms of capabilities. As we said, that we are strong in manufacturing, payload, GMP manufacturing. NJ Bio is strong in linker and conjugation.

Understood. And just broadly a very generic question, if you were to, let's say, bifurcate cost of ADC manufacturing, how much is the linker toxin as part of the overall cost? Can you give a percentage?

It's hard to give, but majority stays with the payload and linker. Bioconjugation is a smaller portion.

When you say majority, is it 20%, 30% or higher than that?

No, more than that.

Okay, okay. And just lastly, I mean, there are, of course, too many companies working in the [ warheads ] market. While this 150 customer number is good, how do you see yourself stacking in terms of the extent of liabilities that you mentioned and the technology with the combined entity vis-a-vis peers if you were to rank among yourselves?

So I think in the beginning when Dr. Prasada said that, that's where the NJ Bio has a unique value proposition, the number of new linkers, what they have, the library of the new linkers, what they have. That's unique. And some of the people who track the market, they will also understand that NJ Bio has a reputation at least in the U.S. market that nobody else has. I heard about WuXi and others. But in terms of science, in terms of talent, in terms of capabilities, the promoter of NJ Bio, Dr. Naresh Jain, he himself a well-known scientist so...

We'll take our next question from the line of Ninad Sarpotdar from Aditya Birla Money.

Yes. Am I audible?

Yes, please go ahead.

Sir, previously, Suven had the capability for ADCs for -- on campuses in base ADCs, particularly. Does this acquisition add any more capabilities or any more families of ADC to your product basket?

So this is predominantly on the value chain progression, which is linker and bioconjugation because Suven we have enough capabilities abilities to manufacture payloads of camptothecin and [ oristatin ] at a commercial scale. So this is more to do with progressing on the value chain towards linker and bioconjugation. And of course, to the previous question, what Girish has asked for, while there are 150 customers, we have experience in working for last 4 years at NJ Bio, currently, active customers are close to 40, 45. The whole intent is even for NJ, for them to be able to travel to the various phases of the molecule till the commercialization, our facilities from India, which is GMP and regulatory approved, will also be adding value to it. Hence, we don't really locate any challenges there. In fact, that's the most exciting and complementary skill we have both from NJ Bio to Suven.

Okay. Got it. And one last thing that how are the margins at Suven or you have some numbers at NJ Bio...

Sorry, your voice is not coming very clear. Are you on your handset?

Hello. Yes, yes, I'm on my handset. Is it clear now?

Yes, please go ahead.

Yes, I just wanted to ask how are the margins looking for NJ Bio, if you can give out a number?

Yes, Ninad. So I think as we had said that we have acquired this in the range of around mid-teens EV/EBITDA. So the multiple is around that. Our sense is that progressively the margins would be more closer to 20%-plus. That's what our expectation of this business is.

[Operator Instructions] Next question is from the line of Chirag Shah from White Pine Investment Management.

Yes. Congratulations on this acquisition. Sir, I have 3 basic questions. So once you are able to consume the acquisition, regulatory processes, whatever, takes time, how should one look at ramp-up and cross leverage? How much time it will take? Why I'm asking this is you mentioned there is minimal overlap of customers. So if you can just share your initial thoughts on how do you look at ramp-up qualitatively and time line-wise or cross leveraging.

Chirag, under cross-leverage standpoint, we have been very active in communicating with our customers as our opinion is as soon as we complete the transaction in full, we should be able to co-position ourselves in front of our customers. Hence, it doesn't take too much time. From a cost leverage standpoint, of course, it takes time for us, maybe anywhere between 1 to 2 years. But otherwise, predominantly, we are looking for customer level across leverages because the competencies are unique and distinct between both the assets, which should happen immediately.

Okay. This is helpful. And secondly, this $15 million investments that you are making in NJ Bio, so can you just help us understand, is it rising -- what is the primary driver? It's more about capacity addition because more molecules are getting added? Or it's more about scale-up for existing supplies that you are doing?

So again, this question related to both the [ Harith ] and [ Jatin ] has a asked, similar point. It is towards progress of the business. More importantly, the more number of projects and traction that we are able to see for GMP manufacturing. Hence, this investment will be predominantly used for expansion of our GMP capabilities within U.S.

And how much -- so when you say expansion, what is the quantum of expansion? So are you doubling the capacity that they have currently or -- with this $15 million? Or what exactly when you say expansion?

So it is a -- it is not in, I would say, in kiloliter or in metric ton it can be measured, it's more of a competency. For example, if a customer comes in, we have to create a separate dedicated suite for it, which is extremely unique for their requirements. So we would say just to support the growth of the business and customer needs to travel from early to late stage this investment will be given. Obviously, 2x and 3x of expansion that we can think about it. Because we have civil structure available and we have facility available, it's only a portion of creating rooms in a way that we should be able to manufacture. Today, we don't have a full answer of what kind of product is going to come to us, but we know broadly what competency is needed.

We have a next question from the line of Surya Patra from PhillipCapital. I'm sorry, we've lost his connection. We'll take the next question from the line of Nishant Vass was from 360 ONE Asset Management.

Congratulations on the transaction. Just a couple of questions. First, Dr. Prasada, could you talk a bit more on the potential synergies from NJ Bio on the -- for the Sapala side?

Nishant, we are losing you. Can you just repeat the question, please?

Yes. Am I audible now?

Yes, I can hear you. The management, please? [Technical Difficulty] Okay. Let me just reconnect you, all right? Ladies and gentlemen, please stay connected while I reconnect the management team. Ladies and gentlemen, we have the management team back on call. Nishant, can you repeat your question, please?

Yes, sure. Dr. Prasada, I just wanted to get some sense from you on the potential synergies that NJ Bio brings for the oligonucleotide portion of Sapala, considering you're also looking to ramp that up. So any thoughts that you have on the Sapala side as well for NJ? And the second question was in terms of considering you seem quite heavily invested this NJ Bio on a research standpoint, I think could you give us a mix of your PhD to scientist ratio in NJ? Yes, those are my 2 questions.

Thank you, Nishant. From a synergy standpoint, it is also an interesting component where we have identified there are XDCs, there are emerging modalities which are happening with radionucleotide compounds and oligo. That's where NJ will stand out uniquely in the global space of XDCs there. They have been able to identify application possibilities of oligo. Having said that, we are at a very early stage of the molecules and we also wanted to leverage our abilities to manufacture the product at a GMP scale. And we try to travel through the evolution journey. Otherwise, we are active and we feel very strong about Sapala's oligo capability will become a value addition to it. So from PhDs to scientists, it's almost a 3:1 ratio right now. And based on the business needs, we might expand in future as well.

Understood. So part of that investment will be towards that -- improving that mix further?

That's right. Whatever capacity that we expand, we will also add enough scientific muscle to ensure that the capacity is fully put into the effective use.

We'll take our next question from the line of Saion Mukherjee from Nomura.

So this $32 million revenue that you're looking at for this year, I would assume most of it is contract research revenues. Can you break this up into, let's say, how much is based on FTE best effort basis and as per fee-for-service? So typically, what's the composition of the contracts that you typically get in this space?

Saion, while the predominant business as a core is on the preclinical to clinical this year, which is the current year, there is also a substantial portion of GMPs coming in. That's where it gives us the confidence that we can expand our capabilities to get into GMP, which should allow us for some time to go deeper and build our own prospects about how the business evaluation happens. Otherwise, very happy to inform you that the current itself has a substantial portion coming from GMP manufacturing.

Current year mean, sir, this calendar '24 in the $32 million that you're talking about?

That's right.

Okay. Okay. And I don't know if you have discussed this, but you have shared any pipeline that NJ Bio currently has in terms of the number of projects that are currently ongoing?

We haven't shared anything. Of course, in future calls, definitely, we should be able to provide that information because there are a lot of projects, which are active on preclinical to discovery. And there are a few projects, which are active in Phase I and II as well. And progressively, we will definitely come back with how the pipeline is getting expanded.

We'll take a next question from the line of Surya Patra from PhillipCapital.

Congratulations for the transaction. My first question is about the library of payload linkers and the express conjugation services, what you have indicated about NJ. Can you give more clarity about that in terms of can it be quantifiable or can it be quantified about either in terms of the value or in terms of the number of projects that is there created? And since it is a complementing capability to Suven's payload, so whether it is compatible with Suven's payload?

So a lot of questions in one question. We'll make an attempt, Surya. Thank you for asking this question. As we understand, now ADC is also a new area now of ADC. Historically, ADC is going to be defined predominantly by select monoclonal antibodies, and more important, a lot of research is to happen in the modification of payloads. As we understand, the latest set of ADCs, the real research is happening on the payloads. With the extent of library of payloads with what we have it from NJ Bio will also help us to attract customers from both payload to a right conjugation for them to provide a right full scale offering, which will also add value to us from selling the existing payloads as well. It's a very rapidly evolving space and the knowledge of different linkers. As you understand, linkers are also changing, soluble, insoluble. A lot of changes are happening on the linker side of it. The body of the knowledge, which you've seen in the form of a library should be construed as not just a mere number, it gives enough confidence about the scientific capabilities of NJ Bio in front of the customer. That's where real value addition and the ticket to play is happening there. We strongly feel the knowledge available in the form of library, coupled with payload capabilities that we have it and abilities to expand into bioconjugation, will definitely create a superior value to our customers.

Okay. And sir, is it possible to have -- give a sense about the profitability of this acquired business because knowing the fact that it is so critical to have these kind of scientific capability to offer services...

Surya, apologies. Whether it is for everyone or for us, we are not able to hear you.

I'm on the phone, receivable line only. Is it audible now?

Yes. Can you please repeat it one more time?

Yes. So I was telling, is it possible to share something about the profitability of the NJ. Sir, knowing the aspect of the criticality of this business or service offering, the margin profile looks low. Any specific reason, sir, or it is the people cost, which is having a significant say at this moment going ahead could have a kind of a relatively better?

So thank you for this question. So see, at this point in time, we have called out one aspect that going forward, CY '25 onwards, we should be looking at margin profile of a 20%-plus EBITDA, right? My suggestion is that you should allow us some time to understand what management can bring value, working collaboratively with NJ Bio's management as well as us to see how to profile is -- why the profile is the way the profile is and how and what we can do to this particular profile.

And also to add to our CFO, as you understand, you can imagine, company is growing at 70% CAGR and they were also in the phase of high CapEx. Normally, CapEx comes with OpEx as well. We have a clear line of sight what kind of key growth drivers and lever can help us to really expand the overall margin profile and profitability. And we certainly feel confident that it will be improved going forward.

Ladies and gentlemen, that was the last question for today. I now hand the conference over to Ms. Cyndrella Carvalho for closing comments. Over to you.

Thank you, everyone, for joining, and we look forward to connect again post our Q3 earnings call. Thank you so much.

Thank you.

Thank you, everyone.

On behalf of Suven Pharmaceuticals Limited, that concludes this conference call. Thank you for joining us, and you may now disconnect your lines.