7 April 2014
Update | Sector: Healthcare
Sun Pharma
BSE Sensex
22,343
S&P CNX
6,695
CMP: INR587
TP: INR750
Buy
Acquires Ranbaxy: yet another steal for Sun
Synergies could realize over two to three years
Stock Info
Bloomberg
Equity Shares (m)
52-Week Range (INR)
1, 6, 12 Rel. Per (%)
M.Cap. (INR b)
M.Cap. (USD b)
SUNP IN
2,071.1
653/423
-6/-16/16
1,184.5
19.7
SUNP acquires RBXY for USD4b, diversifies India business, strengthens position in
emerging markets, deal valued at 2.2x sales.
SUNP expects the acquisition to be cash EPS accretive in the first year and realize
USD250m of operating synergies by third year post close.
We believe SUNP can manage RBXY’s assets better; however, synergies could
take two to three years to realize. Cultural integration, the biggest challenge for
SUNP.
Financial Snapshot (INR b)
Y/E Mar
2014E 2015E 2016E
163.6 187.1 230.9
Sales
72.3 80.6 100.0
EBITDA
30.3 60.8
79.5
Rep. PAT
14.6 29.3
38.4
Rep.EPS (INR)
46.8 54.4
61.6
Core PAT
29.8
22.6 26.2
Core EPS (INR)
53.1 16.2
13.4
EPS Gr. (%)
84.0 109.2 142.9
BV/Sh. (INR)
28.9 27.2
23.6
RoE (%)
29.4 41.3
40.5
RoCE (%)
19.4 12.5
11.2
Payout (%)
Valuations
26.0 22.4
19.7
P/E (x)
7.0
5.4
4.1
P/BV (x)
15.3 15.3
15.3
EV/EBITDA (x)
Shareholding pattern (% )
As on
Dec-13 Sep-13 Dec-12
Promoter
Dom. Inst
Foreign
Others
63.7
5.7
22.6
8.0
63.7
3.2
22.9
10.3
63.7
4.4
21.6
10.3
SUNP acquires RBXY for USD4b, diversifies India business, strengthens
position in emerging markets:
Post the acquisition, SUNP will be a leading
player in 13 therapies in India, gain entry into the fast growing OTC space in
India, establish a footprint across 55 emerging markets and will create a strong
pipeline of 184 ANDAs, including FTFs in the US. SUNP becomes the fifth largest
global specialty company, No. 1 pharma company in India, No. 1 generic
company in the generic derma space in the US.
SUNP expects acquisition to be cash EPS accretive in the first year and realize
USD250m of operating synergies by third year post close:
SUNP expects to
realize synergies through stronger sales growth, efficient procurement and
supply chain efficiencies. It also intends to leverage the human resources of
both companies. SUNP believes it can realize USD250m of operating synergies
by the third year post close. The synergy benefits do not consider any gains
from resolution of US FDA issues at RBXY.
Stock Performance (1-year)
Expect SUNP to manage RBXY assets better; however, synergies could
take two to three years to realize. Cultural integration, the biggest
challenge for SUNP:
Keeping the strong acquisition track record in mind,
we expect RBXY’s assets to show a better performance under SUNP.
However, synergy benefits will take time to materialize and will only
happen over a period of 24-30 months. Hence, we believe RBXY’s FY16
numbers could have an upside potential. Among the three challenges
seen (US FDA compliance, company profitability and integration of
RBXY), we believe the cultural integration could be the most important
challenge for SUNP. Overall, we remain positive on the deal. We do not
change our financial estimates and retain our rating and target price of
INR750 as the deal closure is expected at the end of CY14. However, we
present a performa of the merged entity in the following pages, based on
which we believe the combined entity has a fair value of INR770/share.
Alok Dalal
(Alok.Dalal@MotilalOswal.com); +91 22 3982 5584
Hardick Bora
(Hardick.Bora@MotilalOswal.com); +91 22 3982 5423
Investors are advised to refer through disclosures made at the end of the Research Report.

Sun Pharma
How is the SUNP-RBXY merger structured?
SUNP has announced the definitive acquisition of 100% stake in Ranbaxy Labs
(RBXY IN, SELL) in an all stock transaction. The equity value of the deal is USD3.2b
while SUNP will assume outstanding debt of USD800m from RBXY. Under these
agreements, Ranbaxy shareholders will receive 0.8 share of SUNP for each share of
RBXY. Post the closure of the transaction, SUNP’s promoter stake will decline to
54.7% from 64% currently. Daiichi Sankyo which currently holds 64% in RBXY will
become the largest shareholder in SUNP with a 9% stake.
SUNP current shareholding
SUNP shareholding post deal
Source: MOSL, Company
Source: MOSL, Company
Why has SUNP acquired Ranbaxy despite all its ongoing issues with the US
FDA?
The acquisition enables SUNP to:
Strengthen presence in the Indian Pharma market
Become the number one company in India with number one presence
across 13 specialty segments. Combined market share of 9.2% versus 6.5%
for Abbott
Entry into the OTC business with strong brands like Revital and Volini
Minimal product overlap between the two companies
Enhances rural reach for SUNP
31 brands in top 300, highest for the combined entity
Strengthens presence in the emerging markets
Merged entity will have global footprints across 55 markets
Increasing leadership in markets like Russia, Romania, South Africa, Brazil &
Malaysia
Strong product pipeline for high-growth emerging markets
US: Leadership position in derma space
Strong pipeline of 184 ANDAs including high-value FTFs
No. 1 in generic dermatology, No. 3 in branded
Coverage across Actinic keratosis, Anti-fungals, Acne, etc
7 April 2014
2

Sun Pharma
India sales mix: pre deal
India sales mix: post deal
Source: MOSL, Company
Source: MOSL, Company
Sales mix: pre deal
Sales mix: post deal
Source: MOSL, Company
Source: MOSL, Company
What could be the synergy benefits for SUNP and by when could they be
realized?
SUNP expects acquisition to be cash EPS accretive in the first year and realize
USD250m of operating synergies by third year post close. SUNP expects to realize
synergies through stronger sales growth, efficient procurement and supply chain
efficiencies. SUNP also intends to leverage the human resource of both the
companies. It believes it can realize USD250m of operating synergies by third year
post close. This is not even dependant on (1) resolution of the consent decree or (2)
realization of any of the FTF opportunities at RBXY.
The management believes that the quality of the RBXY’s business is in no way
inferior to that of SUNP. They believe that with the right management thrust, RBXY
business can generate greater value. Hence, the valuation seems fair despite the
operational bottlenecks faced in the recent past.
How is this acquisition different from earlier acquisitions?
SUNP typically weighs acquisition opportunities based on (1) management’s
bandwidth to integrate the target, (2) cost consideration and (3) potential synergies
that can be realized. RBXY deal was appealing on all parameters.
SUNP has acquired 16 businesses in its history. SUNP’s philosophy has been to
acquire assets with deep value and turn it around successfully. A case in point is
Taro which was generated significant value to investors. SUNP’s last acquisition of
7 April 2014
3

Sun Pharma
URL Pharma for USD80m was turned around within a year. The RBXY acquisition is
to some extent similar to SUNP’s style of acquisitions in the past except that the size
of the acquisition is very large. SUNP expects a payback period of 5-6 years with this
acquisition which is in line with acquisitions concluded in the past.
SUNP acquisition track record
Company
Caraco
Women's Health
Brands
Valeant Pharma
Able Labs
Facility/Products
Detroit formulations facility
3 brands in US
Formulations facility in Ohio
(USA)
Formulations facility in NJ (USA)
& IP
API & formulations facility in
Israel & Canada. Operations in
the US
API facility in Tennessee,
controlled substance
Some products of Forest's
Inwood business
Approved NDA for novel derma
product and FDA approved
facility.
Cost (USDm)
52
5.4
10
Date
Aug-97
Sep-04
Sep-05
Dec-05
Remarks
Front-end in US
Entry into branded business in US. Brands had
annual sales of $7.6m
Access to facility for mfg lotions, ointments &
liquids
Access to facility for mfg controlled substance
formulations
Access to Taro's specialized Dermatology
portfolio, facility for mfg controlled substance
formulations
Access to controlled substance API
manufacturing facility
Increase in generic product portfolio
Access to technology in dermatology products
and novel brands. Innovator of unique therapy
which uses combination of drug and blue light.
Acquired from Takeda, who retained key brand
"Colcrys". Non-overlapping generic products.
Source: MOSL, Company
23
Taro Pharma
Chattem
Inwood
250-260
-
-
May-07
Nov-08
3QFY10
DUSA
230
80
3QFY13
3QFY13
URL Pharma
Generic product portfolio.
Note- Acquisition costs are approximate
What could be the top challenges for SUNP to turnaround RBXY? What are
the milestones that an investor could monitor?
We believe there are 3 key challenges to RBXY acquisition:
Getting company back on US FDA compliance
Making the company profitable from current levels
Overall integration of RBXY
Amongst the three challenges that we foresee, we believe cultural integration could
be the most important challenge for SUNP.
Amongst the key milestones that an investor could monitor are:
Regulatory clearance which include approvals from various local governments,
High Courts, Competition Commission in India/US
Shareholder votes: Approval of 75% of the shares voted by both SUNP and
RBXY. We note that both Daiichi Sankyo and SUNP promoters have agreed to
vote in favor of transaction
rd
Synergies of USD250m by 3 year of close
Remediation of manufacturing facilities
7 April 2014
4

Sun Pharma
What can lead to delay in realizing synergy benefits of USD250m over a
period of three years post close?
In our view three things can spoil the party for SUNP:
Inability to successfully integrate RBXY with SUNP
Change in nature of important markets (eg: implementation of price controls
etc)
Inability to have adequate managerial bandwidth to turn things around
Valuations and view: Expect SUNP to manage RBXY assets better; however
synergies could take two-three years to realize. Cultural integration the
biggest challenge for SUNP
Keeping the strong acquisition track record in mind, we expect RBXY’s assets to
deliver a stronger performance under SUNP. However synergy benefits will take
time to materialize and will only happen over a period of 24-30 months.
Consequently we believe RBXY’s FY16 numbers could have an upside potential.
Amongst the three challenges seen (US FDA compliance, company profitable and
integration of RBXY), we believe cultural integration could be the most important
challenge for SUNP.
Overall we remain positive on the deal. We do not change our financial estimates
and retain our rating and target price of INR750 as the deal closure is expected at
the end of CY14. However we present a performa of the merged entity in the
following pages based on which we believe the combined entity has a fair value of
INR770/share.
Financial snapshot of combined entity
Particulars
Core sales
YoY growth (%)
Core EBITDA
Margin (%)
Core PAT
YoY growth (%)
Core EPS
Sun Pharma
FY15E
FY16E
177,943
205,293
19.3
15.4
72,753
80,321
40.9
39.1
54,360
61,630
16.2
13.4
26.2
29.8
Ranbaxy
FY15E
FY16E
115,651
132,623
-14.7
14.7
11,860
15,946
10.3
12.0
3,704
7,994
-26.7
115.8
8.8
18.9
Combined
FY15E
FY16E
-
337,916
-
15.1
-
96,267
-
28.5
-
69,624
-
19.9
-
28.9
Source: MOSL, Company
Financial snapshot of Ranbaxy
Particulars
Core sales
YoY growth (%)
Core EBITDA
Margin (%)
Core PAT
YoY growth (%)
Target multiple for teminal value
Terminal value
Discount factor for 3 years @15%
One-year forward RBXY value
Per share value
FY15E
115,651
-14.7
11,860
10.3
3,704
-26.7
FY16E
132,623
14.7
15,946
12
7,994
115.8
Ranbaxy
FY17E
145,886
10
20,424
14
11,425
42.9
FY18E
160,474
10
25,676
16
15,251
33.5
FY19E
176,522
10
31,774
18
19,787
29.7
18
356,174
0.6575
234,190
97
Source: MOSL
7 April 2014
5

Sun Pharma
SOTP Valuation
Particulars
SUNP's business
RBXY business
FTF opportunities + Doxil
Total intrinsic value
Valuation basis
24x FY16E FDEPS
DCF of TV terminal value in FY19E
DCF of exclusive sales
Sum-of-parts
Per share value
615
97
58
770
Source: MOSL
7 April 2014
6

Sun Pharma
Financials and valuation
Consolidated Income Statement
Y/E March
Net Sales
Cha nge (%)
Tota l Expendi ture
% of Sa l es
EBITDA
Ma rgi n (%)
Depreci a ti on
EBIT
Int. a nd Fi na nce Cha rges
Other Income - Rec.
Extra -ordi na ry Exp
PBT
Ta x
Ta x Ra te (%)
Profit after Tax
Cha nge (%)
Ma rgi n (%)
Les s : Mi onri ty Interes t
Net Profit
Adj. PAT
2011
57,214
42.8
37,648
65.8
19,566
34.2
2,049
17,518
739
3,611
32
20,357
1,286
6.3
19,072
41.6
33
913
18,158
14,039
2012
80,095
40.0
48,152
60.1
31,944
39.9
2,912
29,032
282
4,856
11
33,595
3,826
11.4
29,769
56.1
37
3855
25,914
23,270
2013
112,388
40.3
64,036
57.0
48,352
43.0
3,362
44,991
432
4,491
5,901
43,148
8,456
19.6
34,693
16.5
31
4863
29,830
30,550
2014E
163,639
45.6
91,352
55.8
72,287
44.2
4,133
68,154
553
5,077
25,174
47,504
9,942
20.9
37,562
8.3
23
7306
30,256
46,774
(INR Million)
2015E
187,093
14.3
106,536
56.9
80,558
43.1
4,406
76,152
553
6,991
0
82,590
14,866
18.0
67,724
80.3
36
6959
60,765
54,360
2016E
230,853
23.4
130,884
56.7
99,969
43.3
4,625
95,344
553
10,891
0
105,682
19,023
18.0
86,659
28.0
38
7137
79,522
61,630
Consolidated Balance Sheet
Y/E March
Equi ty Sha re Ca pi ta l
Tota l Res erves
Net Worth
Mi nori ty Interes t
Deferred Li a bi l i ti es
Tota l Loa ns
Capital Employed
Gros s Bl ock
Les s : Accum. Deprn.
Net Fixed Assets
Ca pi ta l WIP
Goodwi l l
Inves tments
Curr. Assets
Inventory
Account Recei va bl es
Ca s h a nd Ba nk Ba l a nce
L & A a nd Others
Curr. Liability & Prov.
Account Pa ya bl es
Provi s i ons
Net Current Assets
Appl. of Funds
E: MOSL Es ti ma tes
2011
1,036
93,798
94,833
8,472
-3652
3,717
103,370
39,128
16,794
22,334
2,355
10,599
22,297
61,146
14,895
11,049
22,046
13,156
15,361
10,078
5,283
45,785
103,371
2012
1,036
120,628
121,663
11,616
-5199
2,739
130,820
46,542
20,406
26,136
3,447
13,378
22,129
90,681
20,870
19,261
33,672
16,878
24,950
14,410
10,541
65,730
130,820
2013
1,036
148,862
149,897
16,351
-7122
2,072
161,197
56,026
24,421
31,604
5,626
24,870
24,116
113,420
25,778
27,108
40,587
19,948
38,439
15,752
22,687
74,981
161,198
2014E
2,071
171,848
173,919
20,362
-7122
1,343
188,501
63,839
28,535
35,304
3,313
33,150
26,116
138,902
35,727
39,303
41,015
22,857
48,284
24,847
23,437
90,618
188,501
(INR Million)
2015E
2,071
224,131
226,203
27,321
-7122
1,343
247,744
70,495
32,940
37,555
2,157
33,150
28,116
195,470
43,119
44,907
81,251
26,193
48,703
23,562
25,141
146,767
247,744
2016E
2,071
293,960
296,032
34,458
-7122
1,343
324,710
76,574
37,566
39,008
1,578
33,150
30,116
276,676
53,161
55,365
138,128
30,021
55,817
29,049
26,768
220,858
324,710
7 April 2014
7

Sun Pharma
Financials and valuation
Ratios
Y/E March
EPS
Fully Diluted EPS
Ca s h EPS
BV/Sha re
DPS
Pa yout (%)
Valuation (x)
P/E
P/BV
EV/Sa l es
EV/EBITDA
Di vi dend Yi el d (%)
Return Ratios (%)
RoE
RoCE
Working Capital Ratios
Fi xed As s et Turnover (x)
Debtor (Da ys )
Inventory (Da ys )
Worki ng Ca pi ta l T/O (Da ys )
Leverage Ratio
Interes t Cover Ra ti o
Debt/Equi ty (x)
2011
6.8
6.8
9.8
45.8
1.7
22.1
2012
11.2
11.2
13.9
58.7
2.1
17.2
52.2
10.0
14.5
36.4
0.4
16.2
23.6
3.2
70
95
151
23.7
0.0
21.5
30.4
3.3
88
95
146
103.0
0.0
2013
14.8
14.7
16.0
72.4
2.5
17.5
39.8
8.1
10.3
23.8
0.4
22.5
31.5
3.9
88
84
112
104.2
0.0
2014E
22.6
22.6
16.6
84.0
3.0
19.4
26.0
7.0
7.0
15.9
0.5
28.9
29.4
4.9
88
80
111
123.3
0.0
2015E
26.2
26.2
31.5
109.2
3.5
12.5
22.4
5.4
5.9
13.8
0.6
27.2
41.3
5.1
88
84
128
137.8
0.0
2016E
29.8
29.8
40.6
142.9
4.0
11.2
19.7
4.1
4.5
10.5
0.7
23.6
40.5
6.0
88
84
131
172.5
0.0
Cash Flow Statement
Y/E March
OP/(Los s ) bef. Ta x
Int./Di vi dends Recd.
Di rect Ta xes Pa i d
(Inc)/Dec i n WC
CF from Operations
(i nc)/dec i n FA
(Pur)/Sa l e of Inves t.
CF from investments
Cha nge i n networth
(Inc)/Dec i n Debt
Interes t Pa i d
Di vi dend Pa i d
CF from Fin. Activity
2011
19,534
3,611
-4,048
-286
18,811
-16,500
9,367
-7,134
8,225
2,006
-739
-4,213
5,280
2012
31,933
4,856
-5,373
-8,319
23,096
-10,585
169
-10,416
5,321
-978
-282
-5,115
-1,055
2013
42,451
4,491
-10,379
-2,336
34,227
-22,501
-1,987
-24,488
4,334
-668
-432
-6,058
-2,824
6,915
33,672
40,587
2014E
47,113
5,077
-9,942
-15,209
27,038
-13,799
-2,000
-15,799
-2,260
-729
-553
-7,270
-10,811
429
40,587
41,016
(INR Million)
2015E
80,558
6,991
-14,866
-15,913
56,770
-5,500
-2,000
-7,500
0
0
-553
-8,481
-9,034
40,235
41,015
81,251
2016E
99,969
10,891
-19,023
-17,214
74,623
-5,500
-2,000
-7,500
0
0
-553
-9,693
-10,246
56,877
81,251
138,128
Inc/Dec of Cash
16,957
11,626
Add: Begi nni ng Ba l a nce
5,089
22,046
Closing Balance
22,046
33,672
Note: Ca s hfl ows do not ta l l y due to a cqui s i ti on
7 April 2014
8

Sun Pharma
NOTES
7 April 2014
9

Disclosures
Sun Pharma
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