Fresenius Kabi Oncology: Delisting play with high margin of safety

 
A lot has been said and written about the delisting prospects for Indian arms of various MNCs listed on the Indian bourses, for 2 years now... and stocks have got re-rated in expectancy of such moves. Therefore, rather than re-iterating the broad rationale, which has already been over-emphasized by media and brokerages alike, I'd like to restrict my views on Fresenius Kabi to specifics.

Fresenius Kabi Oncology is 90% owned by the German parent through its Singapore subsidiary and there is time until 3rd June 2013 to either reduce their holding to 75% or to delist the stock.

I would stick my neck out to virtually rule-out the first option (doing a QIP to divest 15% stake) and say that delisting is the ONLY option. Here's my logic 

The 10% public holding is widely distributed among 41,817 shareholders, of which 39,635 are retail investors (ironically, as the face value per share is INR 1, this category covers shareholders holding shares having market value up to INR 1.53 crores and hence not strictly retail) - there is no shareholder (institutional or otherwise) who owns more than 1% of the company - total institutional holding is just 2.67%, scattered across 20 investors 

Fresenius Kabi Oncology (formerly Dabur Pharma) has NO investor relations machinery in India and this has been the case ever since they acquired the company from the Burmans and NO IR activities have been carried out at all (all information sharing is to be done only at a parent level, as far as interacting with investors / media goes and the global team has repeatedly declined to share strategy for specific countries - in fact, the communication is restricted to what is contained in the standardized global business updates in the form of press / investor releases / annual reports etc)
The Indian subsidiary has absolutely ZERO coverage from a research perspective, which is a logical result of the complete secrecy on the operations and unwillingness to talk to investors / media and absolutely ZERO visibility with investors 

As a part of the acquisition, Fresenius also acquired rights to all existing products developed and commercialized by Dabur Research Foundation (DRF) and the team of scientists
The Indian operations have been highly R&D focused and the company spent INR 45.47 crores in FY11 [which is more than 30% of its EBITDA (pre-R&D)] which is significantly higher than the proportionate R&D spends of the average Indian corporate 

Investors in India are not sophisticated enough and do not have an appetite for the risks and rewards associated with such R&D spends as has been demonstrated with a lot of companies which focus on building their own pipeline of research products; valuing them involves placing a probability adjusted option value to various research initiatives and companies such as Suven Lifesciences are trading at huge discounts to fair values - benefits can't be captured in the increasingly limited time frames that most public market investors look for these days and most private market investors do not have a mandate from their investors wide enough to allow them to take such risks - retail investors anyways are extremely headline focused (and fail to see beyond the numbers; unfortunately this is true for a number of institutional investors too, who are taking a myopic view towards research)
In the case of Fresenius of course, there is no information that has been shared with investors to showcase the potential upsides from the ongoing R&D initiatives and therefore, there is no way to ascribe a value to it 

Purely based on earnings, the stock seems richly valued at 36.87x annualized FY12 EPS and EV of 36.62x annualized FY12 EBITDA 

While there are positive developments in terms of potential CRAMs revenues from the Group, just like other strategic initiatives for India, there has been complete secrecy on the potential financial upsides
Under the current regulatory environment, the only route available for Fresenius to prune its stake in the Indian operations to 75%, should they wish to do so, is a Qualified Institutional Placement (QIP), which would mean a significantly higher amount of disclosures to enable price discovery
There is no reason to believe that the parent is prepared to make the level of disclosures required for any capital raising exercise, leave alone a QIP issuance 

There is no reason to believe that the parent has any inclination to prune its holding in the Indian operations but has in fact made all the noises in terms of signalling that they see increased importance for the India operations from a global context 

Even if one hypothetically assumes that they decide to go down the route of a QIP, I have serious doubts on institutional interest in the stock at these levels, which means the parent would have to sell at a significant discount. 

Fresenius Group does not generally list subsidiaries separately in any geography - the fact that the Indian arm is listed is due to the historical fact - it does however have multiple listings in Germany and on other European bourses for the 3 main business units which it broadly aligns itself under.. the business listed in India is a part of Kabi (which is one of the 3 business units)
The group already has an unlisted operational entity in India, which is wholly-owned for the other business units 

As indicated earlier, the parent has been increasing focus on India as can be demonstrated by the following initiatives in May 2011: 

The parent took a strategic call to leverage the R&D and manufacturing competencies by entering into CRAMS agreements with the parent and its affiliates for future products without affecting existing product business and Intellectual Property Rights (IPRs).
It also decided to enter into a distribution agreement with the listed company for selling and marketing products of Fresenius Kabi India Private Limited (the unlisted arm) in India.

While it is difficult to pin-point the revenue potential from these strategic initiatives, I don't think it would be an over-statement to say that it could be more than USD 100mn over the next 2 years, from here on in.

Now that I think the case for why delisting is a fait accompli on the Fresenius Kabi Management's mind has been made, let's focus on the modalities and timelines as I see it. As per the regulations, a reverse book building process will have to be initiated and at least 50% of the public shareholding i.e. 5% additional stake needs to be acquired.

Given how widely scattered the shareholding is and given the strategic value of the Indian business in the overall scheme of things and the hanging sword of June 3, 2013, I wouldn't be surprised if intention to delist could be made public in the near future and process initiated within the next 3-4 months.

The risks of a failed delisting offer are too high and the marginal cost of potentially 'over-paying' for the Indian operation is too low for the parent and I would expect them to settle for a delisting price of INR 225 per share, a premium of 47% over the current market price. From a future earnings potential point-of-view as well as asset base point-of-view, I wouldn't say that paying 25x potential FY14 earnings is unacceptable (assuming a 50% CAGR in earnings over 2 years).

The stock has outperformed the markets in recent months but it still merits accumulation at every decline and I would say a 10% allocation to one's portfolio is advisable.
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