Slides
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Madrid 11/06/2025 Acquisition of SIFI SpA FAES FARMA A transformative step towards our 2030 strategy and ambition
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AGENDA Scope of acquisition1/ Rationale of transaction2/ Synergistic businesses3/ Key financial parameters4/ Conclusions and next steps5/
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Madrid 28/05/2025 Acquisition of SIFI SpA 01// Scope of acquisition
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Scope of acquisition 4 ⁄ Fully integrated pharmaceutical group, headquartered in Italy and founded in 1935, with sales already ~€100M (~€20M EBITDA) in 2024 and strong growth momentum (12% 2021 -24A Revenue CAGR) based on internationalization ⁄ Innovative, broad and diversified portfolio 100% focused on ophthalmology ⁄ Established international presence in Italy (40% of revenue), Mexico (14%) Romania (14%), Turkey (11%), France (8%), Spain (6%), and other regions (7%) Emerging Ophthalmic CMO business unit ⁄ Two State-of-the-art manufacturing facilities dedicated to drug production (for internal & external clients) and intraocular lens manufacturing ⁄ Profitable and growing specialized CMO business leveraged on the industrial capacity and technology differentiation ⁄ Relevant agreements recently signed projecting yearly revenues in excess of € 20M in the medium term Akantior: a unique opportunity in ultra rare ophthalmology ⁄ Innovative commercial stage drug indicated for Acanthamoeba Keratitis (ultra rare ophthalmic disease) and with potential to expand to new indications ⁄ Recently approved by EMA and with European patent protection until 2040. Ongoing launches in EU markets (already commercialized in Germany) ⁄ Pre-registration stage in US FDA, being classified as New Chemical Entity with Orphan Drug Designation B // C // SIFI established Business A //
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5 A // SIFI, an established business Notes: 1 Revenue generated outside of Italy Strong financials and growth momentum ~€100m 2024 Revenue (12% 2021-24A CAGR) 57% International Revenue1 (24% 2021-24A CAGR) €20m 2024 EBITDA (~20% margin) R&D powerhouse in ophthalmology 5 New products launched in the last 2 years 500+ Employees Worldwide (>60% with a PhD / University Degree) 25 Patent Families Strong and diversified product portfolio 60+ Eye care solutions ~44 Pharma products ~22 Surgical products International footprint +60 countries served worldwide ~7 countries direct presence 43% 7%14% 14% 10% 4% 6% ROW FY24A Net revenue ~€100m+ Ophthalmology (drugs) 92% Opthtalmology (surgical) 8%
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6 3 Manufacturing lines for pharmaceuticals2 1 New line for MDPF1 2 State of the art manufacturing facilities in Catania B // Ophthalmic CMO business unit Notes: 1Multidose Preservative-Free; 2 Including 2 Blow-Fill-Seal (BFS) lines / Specialized technologies with few suppliers, enabling strong profitability / Recent relevant contracts project €20M+ in annual revenue in the short term / Low future CapEx needs due to existing capacity and modern facilities State of the art manufacturing facility
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7 Akantior overview Fungal Keratitis (FK) / Akantior is a commercial-stage, anti-amoebic polymer eyedrop targeting two ophthalmic rare diseases: Acanthamoeba Keratitis (AK) and Fungal Keratitis (FK) ● It contains a proprietary, GMP -grade polihexanide at a 0.08% concentration ● To be administered as a monotherapy via a standardized proprietary protocol¹ ● Akantior is the only drug approved for the indication of AK Acanthamoeba Keratitis (AK) / Acanthamoeba Keratitis (AK) is an ultra-rare, severe and progressive corneal infection caused by Acanthamoeba protozoa, found in soil, air, and water ● It can lead to intense ocular pain, vision loss, and in ~25% cases, surgery – including eye removal in the most severe cases ● Patients must undergo surgery in ~25% of cases / Akantior has Orphan Drug Designation from both US (FDA) and EU (EMA) / In the US, it is classed as a New Chemical Entity / Status: approved in Europe since 2024; in pre-registration stage in the US / Fungal Keratitis (FK) is a second orphan corneal infection, often leading to blindness or eye loss / Currently, there are no approved treatments for FK ex-US ● In the US, only one drug is approved, with ~1 in 3 patients failing treatment / Orphan Drug Designation granted by US (FDA) and EU (EMA) / Status: pre-clinical stage in Europe and in US Source: Company Information Note: ¹ Akantior is the first ever used standardized product for AK; ² Patents (expiring in 2040) were granted in Italy, Eurasia and are expected to be granted in rest of Europe in 1Q25 and in theUSA by end of 2025. Additional countries are expected to be covered; ³ Versus current therapies achieving only a 60% cure rate (polihexanide 0.08%) C // Akantior: a unique opportunity in ultra rare disease Plan to launch directly across European markets in the near term Formulation Patent Until 2040² Successful Phase 3 study demonstrating ~87%³ cure rate for AK US AK Incidence: ~2.6k patients per year EU AK Incidence: ~1.4k patients per year US + EU FK Incidence: ~32k per year Launched Oct-24 Approved in EU since 2024 and pre-registrational in US Pre-clinical across US and EU
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Rationale of transaction: A transformative step towards our 2030 strategy and ambition 02// Acquisition of SIFI SpA Madrid 28/05/2025
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9 Opportunity for Faes Farma – Building on our strengths Ophthalmology is a key strategic therapeutic area for Faes Farma Fits with our R&D model / Appreciation of the value of incremental innovation / Unmet needs with opportunity for high-value innovation / Possibility of new molecules and external collaborations Fits with our business model / Clearly defined target / Affordable business model with small networks, possibility of expansion to new countries / Average competitive intensity Certain barriers to entry in manufacturing capacity and technologies Why ophthalmology? High prevalence / 1/5 Europeans suffer from dry eyes / 1/6 people have conjunctivitis / 65M people have vision loss due to cataracts (#1 cause of blindness) / 75M people have glaucoma, with a forecast of 100M+ by 2030 / Mild and severe contact lens infections Trends that increase prevalence / Increasing population age / Screen Use – Digital Dry Eye / Pollution, dryness and air conditioning
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Geographies ✓ Complementary presence in both, developed and emerging markets ✓ +60 countries served with direct presence in 7 Ophtalmology therapeutic area ✓ Maximization of synergies with Edol ✓ Strong position in a high growth area with moderate competitive intensity ✓ Products with possibilities for innovation and under advanced development ✓ High-value add portfolio diversification Portfolio SIFI fits the size and profile of Faes Farma’s predefined M&A targets Outlook 2025 – 2030 (€M) Income EBITDA 10 SIFI SIFI figures excluding Akantior US *2025 Excl. Edol and SIFI Effective consolidation subject to formal closing of the acquisition Economic profile ✓ Potential to contribute a total of ~€180M in sales by 2030 ✓ Pre-synergies EBITDA margin projected to be accretive to Faes Farma by 2026 ✓ Position of indebtedness from Faes Farma by 2025, below 2x ND/PF EBITDA ~1,000 815–845 12% CAGR ~240 190–200 13% CAGR 2025 2030 2025 2030
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Strategic rationale, value creation opportunity and identified synergies SIFI as key driver to accelerate growth in strategic countries and therapeutic area 11 / SIFI’s portfolio is complementary to Edol products and Bilastine eye drops, turning Faes Farma‘s ophthalmology range in one of the most competitive offerings in the whole therapeutic area / SIFI brings presence in ophthalmology in our 3 main strategic markets: Spain, Mexico and Gulf. Our structure in those countries will help accelerate SIFI’s products growth while increasing the efficiency of operations / Given Faes Farma’s robust ophthalmology portfolio, this business line can be effectively incorporated to the rest of our affiliates andto our out-licensing portfolio, enhancing potential for further organic growth / Faes Farma to acquire established operations in countries like Italy, Romania, France or Turkey, creating opportunities to expand our current portfolio to these markets / Pool R&D capabilities to accelerate innovation and create a platform for future growth / Rare Diseases businesses can be developed with targeted commercial structures and Akantior represents a unique opportunity to transform lives of European and US Acanthamoeba Keratitis patients
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Acquisition of SIFI SpA Madrid 28/05/2025 03// Synergistic businesses
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Global and synergistic geographic presence, diversified portfolio and strong position in ophthalmology New direct commercial presence from SIFI Existing direct commercial presence SIFI distributors Faes Farma distributors Faes Farma manufacturing locations Combination of SIFI & Faes Farma direct presence Combination of SIFI & Faes Farma distributors SIFI manufacturing locations 13 Faes Farma + EDOL Net revenue PF 2024 = €550 SIFI Net revenue 2024 €102 Pro forma Net revenue 2024 €652 Rest of Pharma 84% Animal nutrition 9% Ophthalmology 7% Ophthalmology (drugs) 92% Opthtalmology (surgical)8% Rest of Pharma 70%Animal nutrition 8% Ophthalmology 22%
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Acquisition of SIFI SpA Madrid 28/05/2025 Key financial parameters 04//
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Key financial parameters of the transaction Transaction consideration / Faes Farma to acquire 100% of the share of capital of SIFI SpA / The proposed transaction offers a total upfront consideration of €270M / No additional payments for SIFI established business or CMO business / Akantior: ● Europe: Potential self-funded earn-outs, only triggered upon achievement of certain sales levels exceeding projections. The maximum total amount of the earn-outs would be €50.5 million spread over six milestones/payments until 2041 ● US: Potential upfront of €30M upon commercial launch in US, plus tiered earn-out payments calibrated on US net sales (single digit to low double -digit percentage points) until US loss of exclusivity Financial impacts / P&L impact: Immediate addition of a business generating significant revenue & EBITDA and projecting accelerated growth in margins in the short and medium term through expansion of international business, execution of CMO projects and sales of Akantior in Europe / Balance sheet position: The transaction is funded by debt financing, while maintaining Net Debt/EBITDA ratio below 2x (projected to decline rapidly with repayment of debt principal plus EBITDA growth) / Shareholders value creation: SIFI acquisition expected to be EPS accretive from year 1 even before commercial and cost synergies. EV/EBITDA26e to be single digit decreasing over the next years due to the synergies / Dividends policy: Dividend policy 2024 remains unaffected and adhering to 50% pay out as a dividend policy on a go forward basis 15
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Acquisition of SIFI SpA Madrid 28/05/2025 05// Conclusions and next steps
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A transformative step towards our 2030 strategy and ambition / Strengthening Faes Farma’s presence in key markets, emerging as a leader in ophthalmology, a strategic therapeutic area / Acquisition of a complementary portfolio to Edol, creating one of the most comprehensive market offerings, enabling direct access to new geographies, attracting licensing in projects and expanding licensing out business / Pivotal step towards achieving strategic plan objectives and ensuring growth beyond 2030 / Providing shareholder value by boosting profitability, maintaining dividends, and adhering to financial discipline criteria / Closing of the Transaction is subject to anti-trust/regulatory review and to Faes Farma's shareholder approval ● AGM will be called shortly and will be held in the coming weeks ● Closing expected in Q3 2025 17 Conclusion and next steps
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DISCLAIMER This presentation has been prepared and published by Faes Farma Group and is presented for information purposes only. This presentation is not a prospectus and does not constitute an offer or recommendation to make an investment. This presentation does not constitute a commitment to subscribe for, an offer to finance, an offer to sell or an offer to buy Faes Farma securities. The information included in this presentation has not been independently verified and some of the information is presented in summary format. No representation or warranty, express or implied, is expressed by the Faes Farma Group or its directors, officers, employees or agents as to the fairness, accuracy, completeness or accuracy of the information or opinions expressed herein, and they should not be relied upon. No member of the Faes Farma Group or its relevant directors, officers, employees or representatives shall assume any liability whatsoever (whether in negligence or otherwise) for any loss, damage, costs or injury, direct or consequential, arising out of or in connection with the use of this presentation or its contents or otherwise in connection with the presentation, except in respect of any liability for fraud, and disclaim all liability, whether direct or indirect, express or implied, contractual, tort, statutory or otherwise, in relation to the accuracy or completeness of the information in relation to the opinions contained herein or any errors, omissions or inaccuracies contained in this presentation. Faes Farma does not warrant the accuracy or completeness of the information contained in this presentation. The information contained herein has been obtained from sources believed by Faes Farma to be reliable, but Faes Farma does not represent or warrant that it is complete or accurate, particularly with respect to data provided by third parties. This presentation contains forward-looking information and statements about Faes Farma, S.A. Such statements include financial projections and estimates with underlying assumptions that are not historical facts. Although Faes Farma, S.A. believes that the expectations contained in such statements are reasonable, it is cautioned that forward-looking information and statements are subject to known and unknown risks and uncertainties that could cause the Group's business performance to differ from that expressed or inferred and could cause such risks and uncertainties to materialise.