Lonza Group AG ($LONN)

Ladies and gentlemen, welcome to the Lonza Investor Conference Call. I am Sandra, the Chorus Call operator. [Operator Instructions] The conference is being recorded. [Operator Instructions] The conference must not be recorded for publication or broadcast. At this time, it is my pleasure to hand over to Wolfgang Wienand, CEO. Please go ahead, sir.

Yes. Thank you, Sandra, and hello, welcome to this short update call. I'm Wolfgang Wienand, the CEO of Lonza and together with me in the room is our CFO, Philippe Deecke. This actually is the second edition of this investor call and somewhat unusual setup, but we wanted to make sure that we share news in a timely manner, news of our agreement to divest our Capsules & Health Ingredients business to Lone Star Funds and make sure that actually everyone has an opportunity to join and to listen to our thoughts. In this call, we will share further details of the divestment and then take some time to answer your questions. Before we move on, please take a few moments to review our safe harbor statement. I'm sure you are all already aware of its terms, and I encourage you to ensure they are observed. Let me start with a short set of highlights relating to the transaction and our high-speed progress to create a pure-play One Lonza CDMO over the last 1.5 years. Our agreement to sell 60% of CHI to Lone Star is the most significant and indeed the final major step in our transformation journey to a pure-play CDMO. For context, since we presented the One Lonza strategy at our investor update in December 2024, we have now executed a total of 4 divestments to support our transformation alongside a number of integrations of newly acquired assets over the last 2 years that will strengthen our world-leading CDMO business. The enterprise value for CHI at closing is CHF 2.3 billion, and the transaction is structured to yield total expected proceeds at or above the nominal value of CHF 3 billion at full exit, equaling around USD 4 billion. Proceeds will become part of our discretionary cash pool within our clearly defined capital allocation framework and will be deployed with a focus on bolt-on M&A, alongside a CHF 500 million share buyback starting after closing. From now on, our sole focus can and will be on strong and sustained value creation within our CDMO organic growth model, driven by the Lonza Engine and further supported by value-creating bolt-on M&A. More on all of this later in the presentation. To commence, let me remind you of why we committed to exiting the CHI business in the first place. At the end of 2024, we set out our new vision to be the pioneer and market leader in the CDMO industry and by doing so, committed to creating outstanding value for our customers and for our shareholders. In order to deliver on such a promise, a company needs 3 things: Firstly, an attractive underlying market that offers opportunity, which is obviously true for the pharma market. Secondly, a business model which delivers sustainable value to its customers. In our case, the CDMO model, which for me is a beautiful business model and was, by the way, invented by Lonza in the late '70s and early '80s. But thirdly, to deliver outstanding value, you need to be special. You need to have an edge over competition. This, in our case, is the Lonza Engine, the unique set of strengths that only Lonza can offer. When pressure testing our business portfolio at the time, it became clear that CHI doesn't benefit from the Lonza Engine to the same degree as our other businesses and that we are not the best owner to fully capture the value of this leading business. Moreover, it might even have distracted our organization from focusing on its true core, the CDMO business. This was why we informed you then that we would exit the Capsules & Health Ingredients business at the right point in time. And now we have delivered on this promise made only a little more than a year ago. Having said this, let's now take a moment to look at Lonza's updated portfolio following today's or Friday's announcement. While the CHI divestment is the most significant part in our portfolio transformation, we have also agreed to divest 3 smaller non-CDMO and less attractive CDMO offerings, 2 of them just the week before last week. These are the personalized medicines business, including the Cocoon platform and the MODA software platform, both from our specialized modalities business platform alongside the small molecules micronization site in Monteggio from Advanced Synthesis. These divestments will enable us to further optimize and exploit the full potential of our CDMO business platforms in line with our One Lonza strategy and our future growth ambitions. Looking at our streamlined and simplified One Lonza organization, we now have a highly focused business with a world-leading and most comprehensive and sophisticated set of CDMO offerings, which is ready to meet our customers' unique needs and the high expectations to make the medicines of tomorrow. You may have seen this slide before, but it is worth briefly recapping the overall market and how we have mindfully chosen where to play in terms of technologies, value chain and life cycle of pharmaceutical products. We have selected those segments offering above-average growth dynamics and the best opportunities to differentiate against competition. Having done the heavy work around finding good homes for our divested businesses and people, we can now laser focus on our target market segments worth around USD 100 billion and underlying growth of 8% to 10% alongside the 7,400 molecules in the clinical pipeline growing at 9%. Based on our setup, Lonza can take shots on goal for more than 90% of them to create a successful future for the company. You may also remember the Lonza Engine as a metaphor for the unique set of strengths, which make us special and the leading CDMO in the world, and which is the reason for our confidence to outpace market growth at low teens in constant exchange rates on average over time, in line with our organic growth model. Now having outlined our different portfolio activities within the overall context of the One Lonza strategy, Philippe will take you through the financial details of the CHI divestment and the value considerations around it. Over to you, Philippe.

Thank you, Wolfgang. Let me share with you some more details on the transaction structure and deal terms. On closing, Lone Star will become the 60% majority owner of CHI in exchange for upfront cash proceeds of CHF 1.7 billion to Lonza, while Lonza will retain a 40% stake without management control. On top of this, Lonza will benefit from a preferential participation in the value created at exit if a certain return threshold is achieved. We, therefore, expect the total proceeds for Lonza, including upfront and all future proceeds at full exit, to be at or above CHF 3 billion. Based on the transaction structure, there are 3 drivers for future value creation and our expectation for future proceeds: first, the strong market position of CHI and its attractive outlook in line with our previous guidance; second, the business turnaround, which materialized in 2025 with an improved market environment and supported by the antidumping and countervailing duties ruling in the U.S.; and third, the value-creation track record of Lone Star in similar transactions. Turning to accounting implications. The transaction will be fully reflected in our 2026 financials. The announcement of the CHI divestment deal today, however, triggers an estimated CHF 1.3 billion noncash impairment that will be booked in our 2025 financials as a subsequent event to the unaudited financial statements shared in January 2026. There is no impact on our CDMO financials. This bridge visualizes the deal structure and underlying proceeds. There are 2 elements at play, the proceeds at closing and the future upside upon full exit. To provide more color, at closing, based on an enterprise value of CHF 2.3 billion and adjusting for customary estimated cash, debt and debt-like items, we expect to receive upfront cash proceeds of CHF 1.7 billion and retain a stake of 40% with a fair market value today of somewhat above CHF 0.3 billion. After closing, our retained stake is expected to deliver significant upside based on the assumption of a typical private equity return pattern alongside delivering on our business case over a typical holding period. This upside potential includes our preferential participation rights in value creation. So to bring this all together, the expected total proceeds, including upfront cash at closing and expected future proceeds at full exit, is expected to be at or above CHF 3 billion undiscounted. With that, I hand over back to you, Wolfgang.

Yes. Thank you, Philippe. Now we will refocus on the future and consider how we intend to redeploy the proceeds from CHI to support our core CDMO business at One Lonza and create value for our shareholders. At our investor update in December 2024, we committed to focus fully on high value creation within our organic growth model, operating in a clearly defined capital allocation framework. The proceeds from the CHI exit will become part of our discretionary cash pool, which we use to fund targeted organic growth opportunities and bolt-on M&A acquisitions with a strong strategic fit and attractive return profiles. This includes adding capacities, technologies and expanding our business portfolio in line with the One Lonza strategy and delivering competitive differentiation driven by the Lonza Engine. At the same time, we also committed to remain focused on the generation and highly efficient deployment of cash into growth opportunities as well as returning surplus capital, if any. Looking at where we stand today and with our commitment to maintain our BBB+ credit rating, Lonza's leverage will be materially below target levels after the sale of CHI. We will, therefore, balance the position of near-term surplus capital with our conviction that attractive investment opportunities can be identified and pursued over the midterm by returning CHF 500 million to shareholders by way of a share buyback. Following an accelerated time frame, we envisage that the share buyback will be executed within a year or less of closing of the transaction. The balance of the proceeds will be retained to invest where and when attractive opportunities arise. Going forward, on a periodic basis, Lonza will review the outlook for strategically and financially attractive investment opportunities to determine whether the level of capital maintained is appropriate for likely requirements. Any capital deemed to be surplus will be returned to shareholders. Our capital allocation will focus on markets with sustainable above-average growth where, firstly, the CDMO business model creates benefits for our customers. And secondly, the Lonza Engine as a unique set of our strength delivers advantage over competition. In growth CapEx, we seek opportunities that can deliver returns significantly above the cost of capital, can be secured via either a rich opportunity pipeline or anchor customers. And we are committed to remain a well-diversified multi-modality CDMO, meaning that we will invest across our existing business platforms and in emerging technologies to manufacture the medicines of tomorrow. Taking an impartial view on organic and inorganic growth, we are also ready to execute bolt-on acquisitions as opportunities arise to deliver capacity, technology and portfolio expansion, with a particular interest in high-quality assets that both diversify our offering and synergize with our existing activities. Between now and 2030 and in line with our organic growth model, we intend to invest CHF 7 billion in organic growth with additional funds available for bolt-on M&A. While Lonza already today operates a well-diversified global manufacturing network, the U.S. will remain a focus for future investments. On this slide, we share some more detail about our directional preferences for organic growth and bolt-on M&A within each business platform. In Integrated Biologics, we seek to expand in a capacity-constrained market and to drive innovation by investing organically and inorganically into our capacities and technologies, alongside organically expanding our portfolio through our unparalleled customer partnerships. In Advanced Synthesis, our priority is to diversify our footprint and double down on attractive niches, with an impartial approach to capacity expansion, a preference for bolt-on technology acquisitions and the focus on organic portfolio expansion. And in Specialized Modalities, we seek organic and inorganic opportunities to extend our tech offering and create larger product portfolios, while expanding capacity is not a priority right now because the CGT market is currently not seeing capacity limitations. Recent M&As across platforms showcase our approach in action. Most significant of these for its size and financial contribution is our newly acquired commercial-scale biologics manufacturing site in Vacaville, California, which has been successfully integrated into our business already midyear 2025. The site has captured sustained high customer interest, including the signing of significant long-term commercial supply agreements. To secure long-term growth, we are also looking beyond today and are ready to add new technologies and assets that complement our existing offering and constantly renew our portfolio to be able to manufacture the medicines of tomorrow. Looking to our future. Now as a pure-play CDMO and the global market leader in this industry, we are confident that the Lonza Engine, together with disciplined investments will drive our business within our organic growth model in 2026 and beyond. We see that the Lonza Engine adds an incremental 2% to 3% to the underlying markets targeted by Lonza of 8% to 10%. To turn those opportunities into value, we need to invest in our systems, maintenance, infrastructure and inorganic growth. 2026, our CDMO outlook remains unchanged at constant exchange rates, sales growth of 11% to 12% and further core EBITDA margin expansion to a level above 32% of sales. To conclude, the CHI divestment represents the successful completion of our transformation into a pure-play CDMO, delivering on the promise we made at our investor update in December 2024 in less than 2 years. This is a well-structured divestment, which brings Lonza a significant value upside and in our expectation, will deliver future cash for redeployment into growth. Our plans for the proceeds are fully aligned with our capital allocation framework and strategy for value creation. And we remain disciplined in how we deploy funds and return excess capital to shareholders as we will do now with the CHF 500 million share buyback. Future cash generation and remaining proceeds from the sale of CHI will support our long-term growth ambitions in line with our One Lonza strategy. We are One Lonza, the pioneer and global CDMO market leader, manufacturing the medicines of tomorrow for our customers and their patients worldwide. And we are well set up for the future. With that, I thank you for your time, and we will now be pleased to take your questions on the specific transaction and the topics shared during the presentation. Sandra, over to you.

[Operator Instructions] Our first question comes from Charles Weston from RBC Europe.

Can I just ask about the required rate of return, please? You talked about typical PE rates of return. Can you just give us a range as to what you think those are, please? And if there's any color around whether you have to exceed that to get your preferential exit bonus, that would be helpful if there's any color around that.

Yes. Charles, let me take that one, if you mind. So starting at the end, probably, there's no limit to start getting returns from a Lonza point of view. I think the only thing that I mentioned during the call is that Lone Star would have to return their initial investment -- their initial equity investment. After that, we basically have a tiered payout, which is in line with our shareholding, except for a portion of the payout, which would be preferential to us. But that's the only limitation, if you want. In terms of expected returns, I think you can look that up probably, but a regular PE return would be probably around or above 20% a year, right? So that's what probably PE would expect in such a transaction. Does that answer the question?

It does.

[Operator Instructions] We have a follow-up question from Charles Weston from RBC Europe.

We were counting on you Charles, that's actually great.

I was on holiday on Friday. So can you perhaps comment on how competitive the process was, please? There were a number of different parties mentioned and speculated in the press. So was it a very -- was there a lot of interest for the assets?

Actually, won't -- cannot answer to that question, of course. However, what I can tell is that we have been busy with that process for more than a year and really went through a very rigorous process in order to secure essentially 4 things we wanted to optimize for. One in the end was, of course, execution speed to really get this deal done in a good way in order for us to be able to really -- I mean, put 100% of our attention to what really matters to Lonza. So it was about execution speed. Then deal certainty was important to us. So looking at interested parties, their ability to execute a deal and later on deliver on the business case was an important criteria for us as well. And lastly, of course, value and deal terms. And I actually said it's 4. So the fourth dimension for us was also that we actually hand over this valuable business and its people who work for Lonza for almost 10 years into good ownership. And in order to achieve that, we took our time without being -- without actually wasting time either and have been able to identify a strong new owner with deal terms, which overall will deliver a value to us and will actually provide significant funds for us to redeploy into what really matters for Lonza and our shareholders, which is our world-leading CDMO business. So that's what I can comment and share.

Okay. And perhaps if I can just follow up on a different point given the lack of people in the queue. The -- one of the things you mentioned was on organic CapEx. And I think historically, you said that you would always prefer to have an anchor customer for any large programs that you wanted to invest in. Today, you said secured by a strong pipeline, all anchor customers. And I wondered whether there was any slight modification in the way that you're approaching organic CapEx or becoming perhaps slightly more aggressive or whether I'm just overinterpreting that?

Yes. Happy to take that question. So I probably wouldn't spend too much time on thinking about differences to a past, which I don't know, right? But what is true, first of all, we don't take the same approach for each and every technology and asset, firstly. But in general, you probably want considering that these are significant investments in terms of CapEx amounts, you want a certain level of certainty, which you can actually achieve through anchor customers. And typically, we are able to do that because what we do at Lonza is in high demand. Secondly, when I say -- when I said the pipeline, I mean, this is not a fluffy a pipeline of anything, but I would ask my people to be able to really point at customers, point at molecules and give me -- give us reasons to believe why we should be able to win those molecules. And lastly, and that's probably more a general approach. I mean in a growing market with our ambition being to grow on average over time at low-teens percentages year-over-year, actually, you shouldn't -- you can't build just for the capacity and for the demand that you just see today. But for efficiency reasons, you should always add a certain headroom that you're not yet fully exploited after a few years only. So it's probably, in the end, a different mix depending on technology and specific market segment of anchor customers, specific tangible real pipeline and some headroom for future business that you can't point your finger at today.

Okay. That's very clear. Last one for me, please. You mentioned sort of typical exit time frame. Again, can you just provide a bit of color perhaps about what those range of expectations in terms of full exit from CHI, please?

Yes. I think in the end, first of all, to also use that opportunity to make that clear. We are a 40% shareholder, which is good because we believe in that business and we believe in the ability of the CHI team together with Lone Star to actually make our business case happen. However, we are actually not in the driver's seat anymore. So this decision on timing, timing of exit and all that really is with Lone Star. Our -- let's say, our expectation in terms of overall proceeds to Lonza at full exit, including upfront proceeds being at or above CHF 3 billion, that is actually based on our knowledge of the business, our knowledge of the business case, our impressions from the discussions with the new owner and their ambitions. And in terms of, I mean, typical PE perspectives on such a deal, this is not built on anything that Lone Star would have told us, but us concluding from what we hear and know and the typical returns that Philippe just mentioned before, above 20%, maybe 25% and typical holding periods of maybe 5 to 7 years, that's just what you typically see and what an industrial asset like CHI probably will need to be fully exploited in terms of value creation. So it's just us kind of almost outside in assessing what we see, heard from Lone Star and what we know about the business and our business case that we solved. Thank you, Charles. And if there's any further desire in the call for -- so it's not the case. So thank you very much for attending this call and joining us this morning. And we wish you a great start into the week and looking forward to further engage with you in the future. Bye-bye.

Ladies and gentlemen, the conference is now over. Thank you for choosing Chorus Call, and thank you for participating in the conference. You may now disconnect your lines. Goodbye.