CSL Ltd. (CSL.AU), the world's second-largest human plasma
products producer, said Tuesday that the company will buy back up
to A$1.59 billion of its stock in the next year after ending its
proposed Talecris acquisition.
Late Monday, CSL and Talecris Biotherapeutics Holdings Corp.
agreed to end their accord for the Australian company to buy North
Carolina-based Talecris for US$3.1 billion because of opposition
from the Federal Trade Commission on antitrust concerns.
Investors said the loss of Talecris won't significantly limit
CSL because it has a wide range of products from influenza and
anti-cervical cancer vaccines alongside its plasma business and
could continue to grow organically.
CSL plans to buy back about 54.9 million, or about 9% of its
outstanding stock at an assumed price of A$29 a share. At 0310 GMT,
CSL was up 5.2% at A$30.50, while the benchmark S&P/ASX 200
index was down 0.3%.
Managing Director Brian McNamee told reporters on a conference
call that CSL raised funds last year for the transaction and since
the company is no longer buying Talecris it would be appropriate to
return the funds to investors.
The blood products company raised A$1.75 billion last October,
selling new shares at A$36.75 each, to help fund the Talecris
transaction.
"The buyback will improve investment return ratios, such as
earnings per share and return on equity to the benefit of
shareholders," McNamee said.
He said the shortfall between the funds raised and the buyback
amount was because 9% was the maximum amount of stock under
Australian Securities Exchange rules that a company can buy back in
12 months.
A senior trader at a major broker said a A$29 a share buyback
would boost CSL's earnings per share next fiscal year, which starts
July 1, by 4% and by 8%-9% in fiscal year 2011.
The trader said the buyback is positive for CSL, given it had
been priced for a protracted legal battle over Talecris and no
buyback in the next nine months or so.
Citi analysts said in a client note that the buyback could boost
EPS by 9.9% next fiscal year, assuming an Australian-U.S. exchange
rate of US$0.75.
The ending of the Talecris deal is a positive for the company,
"given that litigation hanging over the stock for at least four
months would have inhibited any share price performance and been a
distraction to management," Citi says.
"We are confident CSL will continue to produce steady growth
with more muted intravenous immunoglobulin price increases in
2011," said Citi, which retained its buy recommendation on the
stock.
CSL is expected to keep a "prudent level" of gearing after the
buyback, McNamee said.
"We anticipate at the end of the share buyback if fully executed
over the next 12 months we believe we would be in a net debt free
position," he told reporters.
CSL would have the capability to make bolt-on acquisitions but
isn't currently contemplating anything of the size of Talecris, he
said.
"We have tremendous ability to consider bolt-on acquisitions,"
McNamee said. "We see opportunities and good valuations at the
moment" but CSL is continuing to grow organically, he said.
Talecris Chairman Lawrence Stern said in a statement that with
CSL "we have mutually agreed that litigation regarding the
antitrust issue was not the path forward...We are disappointed that
patients will not benefit from the efficiencies we saw in the
proposed combination.
CSL will pay Talecris owners - private-equity firms Cerberus
Partners and Tribeca Investment Partners - a US$75 million break
fee, and the plasma-supply contract the companies made in
connection with the merger agreement will remain in effect.
The company will take a A$80 million charge this fiscal year for
costs related to the proposed transaction, McNamee said.
CSL last August reached a deal to buy Talecris, which would have
boosted its share of the US$15 billion-a-year global market for
plasma therapeutics, such as immunoglobulin, which is used to treat
immune systems.
The deal called for CSL to pay US$1.9 billion in cash and take
on Talecris' US$1.2 billion in debt.
Talecris is the third-largest producer of plasma medicines in
the U.S., behind CSL and market leader Baxter International
Inc.
The three companies control 83% of the U.S. market, which has
consolidated to five players currently from 13 in 1990.
Last month CSL was told the FTC may pursue legal action to block
the deal on competition concerns.
In the past week after talks with Talecris' owners and CSL's
lawyers, McNamee said the board concluded that it was in the best
interests of all parties to end the accord "rather than bury our
organization in a complex, expensive and uncertain process."
"It is my preference to bite the bullet and end the
uncertainties about the deal," McNamee said. "We cannot allow an
open-ended and potentially acrimonious process to distract us from
our business."
McNamee said that CSL was disappointed at the FTC's opposition
to the transaction, "but a realistic approach dictates that we
can't keep our organization on hold for an indeterminate period
while we attempt to prevail with our world view over that of the
FTC in the courts."
The company had offered remedies to address FTC concerns
including divestment of up to 25 plasma collection centers, out of
the combined company's 150, which produce about 800,000 liters a
year, or between 4% and 5 of the U.S. market.
Analysts have said that Talecris may be sold or broken up into
parts for sale to another buyer, possibly Octopharma AG, Grifols
SA, ViroPharma Inc., Shire PLC or Johnson and Johnson, which could
turn it into a stronger rival to CSL.
"(Talecris) is a damn good company, good people. They have a
decent standalone game plan. I'm unaware of any move to change the
organization," McNamee said.
If Talecris' owners want to offer assets to CSL, the company
would be interested in talks, he said.
The potential break up of Talecris would benefit the industry as
"Talecris has been the least disciplined player" and its takeover
may improve US market dynamics, said Angus Gluskie, a fund manager
at White Funds Management in Sydney.
"It would have been nice if CSL could have done that takeover
itself but there's a small positive if one competitor is taken out
of play," he said.
Steve Robinson, a fund manager at Alleron Investment in Sydney,
who holds CSL stock, said he isn't concerned that Talecris may be
broken up among CSL's large rivals because they will face the same
antitrust opposition from regulators that blocked CSL's proposed
transaction.
The CSL buyback will start June 23.
-By Andrew Harrison, Dow Jones Newswires; 61-3-9292-2095;
andrew.harrison@dowjones.com
(David Rogers in Sydney contributed to this story)