AmVac AG: Company Valuation January 30, 2014 Summary Starting point and Strategy AmVac will generate its first sales in 2014 with the launch of AMV100 in Eastern Europe. The phase III/IV study for AMV100 and the phase III study for AMV110 will begin shortly. The launch in Europe will be postponed to 2015 (before: 2014) and 2016 (before: 2015), respectively. The acquisition of Vakcina and thus the licences and patents of the Gynevac platform is an important and value-creating step. It thus is possible to achieve an out-licencing agreement in the US. The expected upfront and milestone payments should leave AmVac room for further R&D activities. Forecasts and Valuation Due to the out-licencing of AMV100 and AMV110 we expect upfront and milestone payments of cumulated CHF180m (as of 2015). We anticipate net margins of 50% to 60% in the mid term. We calculate a fair value of equity of CHF431.0m to CHF514.8m (valuation as of October 8, 2012: 301.4 to 377.4). The higher value is owed to the out-licencing agreement in North America (earlier cash flows). The progressing discount period compensates for the delayed product launch. The fair value per share is up about 15% despite the dilutive effects (capital increases). Strengths and Opportunities Far advanced product pipeline: AMV100 about to enter phase III/IV and AMV110 enters phase III Control of all levels of the Gynevac platform after acquisition of licences/patents from Vakcina Immediate monetisation of the Gynevac platform due to the planned out-licencing in North America High potential of RSV vaccine - no vaccines on the market, high licence income Platforms Gynevac, Sendai and MALP-2 as a basis to develop vaccines for other indications Advantages compared to competitive products (among others sustainable treatment of the disease) Weaknesses and Threats R&D risks especially with AMV602 (many RSV studies failed) Delays of studies and R&D projects (for example with AMV100 and AMV110 in North America) Delayed out-licencing in North America (resulting in need for capital due to the lack of cash inflows) Market for AMV110 (BPH/prostatitis) characterised by generics - can also be an advantage because major pharma companies need new products (treatment-naive groups respond to AMV110) Success mainly depends on acquisiton of a potent distribution partner January 30, 2014 Valuation Memorandum 2 Profile and Strategic Perspectives (I) Overview of the technology AmVac specialises in vaccines against urogenital diseases in males and females as well as diseases of the respiratory system and seasonal/pandemic flu. These are based on licences acquired for platform technologies Gynevac (Vakcina), Sendai (MaxPlanck-Institut) and MALP-2 (Helmholtz-Zentrum für Infektionsforschung/ Ascenion). AmVac now holds the product, manufacturing and worldwide marketing rights for the Gynevac platform (AMV100, AMV110). For the Sendai and MALP-2 platforms AmVac also holds all rights. AMV100 and AMV110 are already in advanced development stages. The advantage of the AmVac technology is its broad range of application (several indications possible). Some vaccines can further be used for prophylaxis (high market potential). An important step was the latest identification of the mode of action of the Gynevac platform. This is essential for potential partners and licensees. Furthermore, AmVac now can better identify new potential product candidates. Platforms and products licenced to AmVac Platform Uses Licensor Licence rights Products Gynevac Therapeutic vaccines against the most common urogenital diseases Vakcina AG, Switzerland Worldwide exclusive rights for further development and commercialisation AMV100: vaginal infections, above all bacterial vaginosis and trichomoniasis potential for use against premature birth and infertility AMV110: benign hyperplasia of the prostate (BPH)/prostatitis Sendai Prophylactic and therapeutic vaccines against diseases in high-risk population groups Max-Planck-Institut Worldwide exclusive rights for further development and commercialisation AMV602: diseases of the airways (respiratory syncytial virus; RSV) AMV611: human parainfluenza virus type 3 (PIV3) and RSV MALP-2 Adjuvants that can be combined with almost every vaccine to improve the cost/benefit ratio Ascenion (Helmholtz research center for infectious diseases) Worldwide exclusive rights for further development and commercialisation AMV411: pandemic influenza AMV401: seasonal influenza Source: AmVac January 30, 2014 Valuation Memorandum 3 Profile and Strategic Perspectives (II) Status of product pipeline AMV100 The product has passed a phase III study in Hungary and has a regional licence since 1997. 200,000 patients have been treated so far. A multicentric phase III/IV study for indications bacterial vaginosis/trichomoniasis and infertility will start shortly (400 patients; costs: about CHF5.0m; completion: 2014/2015). The newly developed vaccine that is free of all preservative agents is also tested (also for AMV110). This study is of highest priority as the product candidate AMV100 promises the highest probability of success. It is planned to receive market approval in the EU (marketing starts in 2015 (before: 2014); starting in 2014 (before: 2013) in non-regulated markets; first agreements among others in Georgia). We identify additional potential in further indications (for example against premature birth). AmVac product pipeline Preclinical Proof of concept Phase I Phase II Phase III Regulatory approval Marketing/phase IV Gynevac platform* AMV100 AMV110 AMV100 has already been approved in Hungary** Phase III in preparation*** Sendai platform AMV602 AMV611 MALP-2 platform AMV401 AMV411 * Gynevac has already been approved in Hungary and is commercially available for certain gynaecological inflammations since 1997. AmVac has exclusive rights for the vaccine worldwide ** Phase III/IV will start soon; preparation of documentation for regulatory approval in the rest of the world *** Preparation for phase III in the EU Source: AmVac January 30, 2014 Valuation Memorandum 4 Profile and Strategic Perspectives (III) Status of product pipeline (continued) AMV110 AmVac successfully concluded a phase II study for the indication BPH. It is planned to start a clinical phase III study in H1 2014 to obtain market approval in the EU (about 400 patients; costs: about CHF5.0m). Further developments of the AMV100 product candidate (vaccine free of preservative agents) resulted in some delays regarding the planed clinical trials. The market launch in the EMA region is now scheduled for 2016 (before: 2015). As of 2015 (before: 2014) the product is planned to be marketed in non-regulated markets. AMV602 The proof-of-concept for the indication RSV was successful (with tests on mice). AMV602 was meanwhile identified as the most efficient agent. The phase I study in humans will begin shortly (primary end point: safety and tolerability). It is planned to achieve an out-licencing agreement after completion of the phase I study (the costs for further studies would be too high for AmVac, we think). MALP-2 The production candidates are tested with different antigens in internal preclinical studies with mice to identify the best combination of flu antigen and MALP-2 as the precondition for clinical studies with humans. An Asian partner was won. The target is to show the effectiveness and tolerability of MALP-2 in pandemic influenza and achieve the proof-of-concept. An European partner was won for the indication seasonal influenza. Production Production will take place at the site of Hungarian pharmaceutical company Omnivest. Its facilities can now be used for six months per year (so far: two weeks). We estimate annual production at over 1.0m packages so that AmVac can meet own demand until and including 2016. The Vakcina plant will serve as backup. Production in the own plant has proven (at least right now) to be too costly and time-consuming due to the complicated procedures for production approval. January 30, 2014 Valuation Memorandum 5 Market Environment - BV/Trichomoniasis (I) Product pipeline for BV and trichomoniasis The WHO registered 276m (2005: 248) cases of trichomoniasis worldwide in 2008. About 45% of those affected are women. Trichomoniasis thus is the most common sexually transmitted disease. Bacterial vaginosis occurs twice as often as trichomoniasis. GlobalData estimates the worldwide market for vaginitis therapeutics at USD511m in 2011 (CAGR until 2019: +2.5%). Starpharma calculated a market volume of USD300m to USD350m and of up to USD1bn when accounting for the long-term treatment of relapses. Vaginal infections are currently treated mostly with antibiotics and antiseptics (Metronidazole, Clindamycin and Tinidazole). However, a new infection occurs in about 80% of all cases. We consider Starpharma with its VivaGel a potential competitor (in phase III; also for prophylaxis), although the product does not counteract the inflammation in the whole body as does AMV100. The small number of newly developed drugs (seven in total) in the pipeline can be seen as an indicator for the high demand of potential licensees. Only the Starpharma product candidate Astodrimer/VivaGel already reached phase III. Trichomoniasis: Incidences per 1,000 females (2008) Product pipeline: BV and trichomoniasis (selection) 200 Substance/ active substance 175 Manufacturer Phase 150 Astodrimer (VivaGel) CTV 05 Biomolecular Research Institute/ Starpharma GyneLogix 75 Cellulose Sulfate Polydex Pharmaceuticals 50 Clindamycin Controlled Release Controlled Therapeutics Peptide Therapeutics Issar Pharma PC Silver Dihydrogen Citrate PURE Bioscience PC Topical Microbicides* Osel PC 125 100 25 0 Af rica Source: WHO (2008) January 30, 2014 Americas South-East Asia Europe Eastern Mediterranean Western Pacif ic Source: Company information; Bloomberg Valuation Memorandum III II II II * research programme 6 Market Environment - BV/Trichomoniasis (II) Product ppipeline for BV and trichomoniasis (continued) The number of licenced drugsis limited. For many deals there are no financial details on upfront/milestone payments and royalties. The deal made between Valeant and Actavis for a BV drug after the successful phase III study in 2013 is noteworthy. Actavis paid USD55m in upfront and milestone payments (in addition to further non-specified royalties). However, agent Metronidazol is an usual antibiotic. On the other hand, AMV100 is an innovative vaccine (immune therapy) that really counteracts the disease (only relief of symptoms with antibiotics/antiseptics; relapses in about 80% of all cases). Bacterial vaginosis and trichomoniasis: Drugs and licences Substance/ Target company/ active substance licensor Acquirer/ licensee Clindesse KV Pharmaceuticals CTV 05 GyneLogix Gedeon Richter, MedPharm Corporation, Theramex etc. The Medicines Company Metronidazole Valeant Pharmaceutical Actavis Silver Dihydrogen Citrate Tinidazole PURE Bioscience Therapeutics Inc. Presutti Laboratories Mission Pharmacal VivaGel Starpharma SSL International/Reckitt Benckiser Phase Comments on price, licencing out, transfer price Market launch 2005 and subsequent years: marketing agreement for Europe, the CIS countries, Africa, China etc.; upfront/milestone payments not disclosed Final stages of phase II Final stages of phase III n/a 1999 acquisition of worldwide rights; upfront/milestone payments not disclosed 2013 licence agreement for a vaginal gel based on metronidazole; upfront and milestone payments of USD55m; in addition royalties and participation in sales of potential generics 2004 product specific licence granted in the area of women's health Final stages 2006 acquisition of marketing rights in the US and production rights of phase III I 2008 agreement for the development of condoms (brand: Durex) using VivaGel Source: Company information; Bloomberg January 30, 2014 Valuation Memorandum 7 Market Environment - BPH and Prostatitis (I) Market for BPH and prostatitis According to Decision Resources (2007) about 28m men are affected by BPH in AmVac´s European core markets (Germany, France, Italy, Spain and UK). In the US there are about 20m patients. GlobalData calculated the volume of the BPH market at USD3.2bn in 2010. The CAGR until 2018 is estimated at 6.4%. Mostly older men are affected, increasing with age (51-60 years: 50%; 81-90 years: 90%). The number of cases should increase along with the ageing population by 1.1% to 1.6% p.a. 14% to 30% of patients report moderate to severe symptoms. According to Internal Medicine News (2007) BPH is diagnosed and thus treated too seldom (only 25% of the really affected patients are diagnosed with BPH in the US). BPH in Germany Prevalence above age of 40 Increase in prevalence p.a. Age of retirement (years) Life expectancy (years) BPH in France 424 per 1,000 1.1% as of 2029: 67 (2012: 65) 79 Prevalence above age of 40 Increase in prevalence p.a. Age of retirement (years) Life expectancy (years) BPH in Italy 421 per 1,000 1.6% 62 81 Source: Decision Resources; Guardian; The Independent; CountryReports.org Source: Decision Resources; Guardian; The Independent; CountryReports.org BPH in Spain BPH in UK Prevalence above age of 40 Increase in prevalence p.a. Age of retirement (years) Life expectancy (years) 270 per 1,000 1.3% prob. increase to 67 (65) 80 Source: Decision Resources; Guardian; The Independent; CountryReports.org January 30, 2014 Prevalence above age of 40 Increase in prevalence p.a. Age of retirement (years) Life expectancy (years) Prevalence above age of 40 Increase in prevalence p.a. Age of retirement Life expectancy (years) 433 per 1,000 1.4% increase of 3 or 6 months 80 Source: Decision Resources; Guardian; The Independent; CountryReports.org 423 per 1,000 1.4% 66 (2020), 67 (2050) 79 Source: Decision Resources; Guardian; The Independent; CountryReports.org Valuation Memorandum 8 Market Environment - BPH and Prostatitis (II) BPH is mainly treated with alphablockers, 5a reductase inhibitors and anticholinergics. Due to the side effects about 40% of patients chose not to be treated (AmVac target group). Market for BPH and prostatitis (continued) Generic Tamsulosin and brand products Cialis (Eli Lilly; sales 2012: USD1.9bn) and Avodart (GSK; USD1.2bn) dominate the market. Competition is high but new products are needed due to the expiry of patents (Rapaflo by Watson in 2013: Avodart in 2015). However, we think the R&D pipeline is well-filled. According to Bloomberg, there currently are eleven agents in the preclinical phase, eight in phase I and II and five in phase III. Product pipeline: BPH and prostatitis (selection) Sales with drugs against BPH (selection) Substance/ active substance Manufacturer Phase Drug Company Dutasteride/Tamsulosin GL PharmTech III Cialis IN ALRN 001 Intas Pharmaceuticals III NX 1207 Nymox Pharmaceutical III OM 8980 OM Pharma III Solifenacin / Tamsulosin Astellas Pharma Besins International III II Astellas Pharma II AUS 131 Ausio Pharmaceuticals II Topsalysin Johns Hopkins University Udenafil AKP 002 ASP 6432, ASP 0306 Androgen Replacement Therapy ASP 3652 Sales 2012 (USDm*) Sales 2011 (USDm*) Eli Lilly 1.930 1.880 Also for treatment of erectile dysfunction Avodart GlaxoSmithKline 1.225 1.197 Patent expiry in 2015 Flomax Boehringer Ingelheim <883 <876 Estimate; patent expired in 2009 Omnic Ocas (Japan: Harnal) Astellas Pharma 586 770 FY April 1 to March 31 II Cardura Pfizer 338 380 - Dong-A Pharmaceutical II Xatral/Uroxatral Sanofi 168 278 - ASKA Pharmaceutical I Proscar Merck & Co. 217 223 - Astellas Pharma I Androgen Receptor Antagonists* Endoceutics PC BPH Therapeutics* Recordati PC D 3263 Dendreon Corporation PC Source: Company information; Bloomberg January 30, 2014 Comments * Sales converted to USD at mean exchange rates (for companies with sales not denominated in USD) Source: Company information; Bloomberg * research programme Valuation Memorandum 9 Market Environment - BPH and Prostatitis (III) Market for BPH and prostatitis (continued) Due to the size of the market there is a relatively high number of licenced BPH/prostitis drugs. We think the upfront and milestone payments are quite high given the fact that some agreements are pure marketing/distribution contracts (e.g. Udenafil/Udzire in the CIS region with USD50m). The upfront and milestone payments are even higher for complete licence agreements (see Topsalysin for Japan after phase II with USD75m; Trp-p8 platform worldwide for USD113m). We assume upfront and milestone payments of CHF100m for the out-licencing agreement in North America. The royalty rate is 12.5% (26% to 40% for NX 1207). BPH and prostatitis: Drugs and licences (selection) Substance/ active substance Target company/ licensor Acquirer/ Licensee Phase Trp-p8 platform Dendreon Genentech n/a NX 1207 Nymox Pharmaceutical Recordati III Topsalysin Kissei Pharmaceutical (licenced from Johns Hopkins University) Dong-A Pharmaceutical Protox Therapeutics II 2010 licencing out of the development of Topsalysin for the indications BPH and prostate cancer for Japan; upfront payment of USD3m and milestone payments of USD72m; double digit royalty rate Otechestvennye Lekarstva II 2007 mark eting agreement for five years for Russia and later on all CIS countries; upfront USD50m (upfront and milestone payments) Dong-A Pharmaceutical B.L. Hua and Hikma Pharma of Jordan II 2008 mark eting agreement for Thailand and the Middle East; contract value of USD15m and USD23m, respectively Degarelix Ferring Pharmaceuticals Astellas Pharma II 2006 licence agreement for Japan: upfront/milestone payments or royalties not disclosed AKP 002 ASKA Pharmaceutical Astellas Pharma I Silodosin Kissei Pharmaceutical n/a Kissei Pharmaceutical Watson Pharmaceuticals/Actavis Daiichi Sankyo Aeterna Zentaris Solvay/Abbott Laboratories PC Udenafil/Udzire LHRH Antagonists Comments on price, licencing out, transfer price 2002 licencing out of Trp-p8 platform with upfront payment of USD1m, acquisition of Dendreon shares of over USD2m and milestone payments of USD110m 2010 licencing out of the development of NX 1207 for Europe, the CIS countries, the Middle East and Africa; upfront payment of USD10m, additional milestone and royalty payments (between 26% and 40% of net sales) 2010 worldwide licence agreement: upfront/milestone payments or royalties not disclosed 2004 licence agreement for the US, Canada and Mexico 2006 licence and cooperation agreement for Japan; licence agreement for China 2004 R&D cooperation: upfront payment of USD5m and payment of R&D costs incurred so far Source: Company information; Bloomberg January 30, 2014 Valuation Memorandum 10 Market Environment - RSV Market for RSV RSV is a widespread bronchial disease that almost all children contract by the age of two. According to the WHO, 64m cases occur every year (160,000 deaths). RSV is one of the most common reasons for hospital stays among children and causes high costs. There is no prophylactic medication apart from the antibody Palivizumab/Synagis (Medlmmune/ AstraZeneca), which has an unsatisfactory cost/benefit ratio. AstraZeneca generated sales of over USD1bn (+6% y/y) with Synagis in 2012. In our opinion this demonstrates the potential. According to Bloomberg, there are about 30 drugs in the preclinical phase and only seven in clinical phases I to III. Only two of them were licenced to partners which shows the complexity of RSV. RSV: Drugs and licences (selection) Substance/active Target company/ substance licensor Acquirer/ licensee Phase Comments on price, licencing out, transfer price ALN RSV01 Alnylam Pharmaceuticals Kyowa Hakko Kirin (formerly Kyowa Hakko) Cubist Pharmaceuticals II 2008 - licence agreement with Kyowa Hakko Kirin on development and marketing in Japan and other Asian markets: upfront payment: USD15m; milestone payment: up to USD78m January 2009 - agreement (50/50) on development and profit sharing in North America and worldwide licence (without Asia) with Cubist Pharmaceuticals: upfront payment: USD20m; milestone payment: up to USD82.5m; claim for royalty payments except North America and Asia; November 2009 - agreement was changed and switched to ALN RSV02 for RSV disease in the paediatric population group with an option to re-entry via opt-in payment MDT 637 ViroPharma MicroDose Therapeutx MicroDose Therapeutx Gilead Sciences I 2009 - takeover of a RSV portfolio by MicroDose Therapeutx; price not disclosed 2011 - exclusive worldwide licence agreement with Gilead Sciences: amounts of research grants and (upfront, milestone or royalty) payments not disclosed RSV vaccine University of Massachusetts Medical School Novavax PC I 2007 - exclusive worldwide licence agreement with Novavax for paramyxovirus vaccines based on VLP; price not disclosed 2012 - development of a drug for infants in poor countries with PATH: first grant of about USD2m; possibly further 50% subsidies by PATH in case of successful completion of phase II Source: Company information; Bloomberg January 30, 2014 Valuation Memorandum 11 Financials (I) Assumptions: New patent and marketing structure In our valuation from October 8, 2012 we assumed that AmVac would develop AMV100 and AMV110 until market approval and would market the drug in all target markets via partners. A short while ago AmVac has acquired 88% in Vakcina Kft. and thus all product, technology and manufacturing licences for the Gynevac platform (so far only distribution rights). In return, the Vakcina management received a share in AmVac (5.9m shares) and a reduced royalty payment of EUR4.00 (before: 5.80) per package sold. AmVac now plans to licence the Gynevac platform to a partner in the FDA region (US, Canada). We accordingly now assume a licence model for AMV100 and AMV110 in North America. In the other regions we still expect the marketing with partners. We have made sales and profit forecasts for (product)platforms AMV100, AMV110 and AMV602. The MALP-2 platform (preclinical trials) is not accounted for reasons of simplicity. New structure: Vakcina and AmVac Old structure: Vakcina and AmVac Vakcina Switzerland (company of the Vakcina mgmt.) Vakcina Kft. Licence fee: Patents for BPH Approval for AMV100 in Hungary - basis for approval in other countries EUR4.00 per package Patents for BPH Approval for AMV100 in Hungary - basis for approval in other countries Property in the vaccine, know-how and technology Production permission for vaccines Property in the vaccine, know-how and technology Plant for production of 10m doses p.a. Production permission for vaccines Licence fee: Plant for production of 10m doses p.a. EUR5.80 per package AmVac AmVac Source: AmVac Source: AmVac January 30, 2014 Valuation Memorandum 12 Financials (II) Assumptions: New patent and marketing structure (continued) AMV100 (bacterial vaginosis; trichomoniasis) There were some delays in the clinical trials for AMV100. We now expect the market launch in Eastern Europe in 2014 (before: 2013). Marketing agreements were already concluded in some former CIS countries (Georgia etc.). In the EU, we expect the market launch in 2015 (before: 2014). We estimate the product price at CHF50.00 (competition: USD45.00 to USD70.00). In North America we forecast the upfront and milestone payments at CHF80.0m and the royalty rate at 12.5%. Conservatively estimated, AMV100´s market share should be 4.0%. Upfront and milestone payments 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E Eastern Europe - sales Europe (EMA) - sales AMV100 8.0 36.0 36.0 North America - royalties Japan, Asia - sales Eastern Europe - sales Europe (EMA) - sales AMV110 AMV602 10.0 45.0 5.0 25.0 45.0 North America - royalties Japan, Asia - sales 35.0 5.0 Upfront payment following conclusion of phase I of CHF5.0m 8.0 Upfront payment of CHF8.0m when licenced 36.0 Milestone payment following conclusion of phase III of CHF36.0m 36.0 Milestone payment upon narket approval of CHF36.0m 35.0 Europe (EMA) - royalties North America - royalties Japan, Asia - royalties Source: Independent Research January 30, 2014 Valuation Memorandum 13 Financials (III) Assumptions: New patent and marketing structure (continued) AMV110 (benign prostatic hyperplasia; BPH) We now expect the market launch in Eastern Europe in 2015 (before: 2014). We expect the EU market launch in 2016 (before: 2015) after the phase III study is concluded. North America and Asia will follow in 2017 (before: 2016). We assume a product price of CHF50.00. The upfront and milestone payments in North America will be CHF100.0m with a 12.5% royalty rate. For AMV110 we also expect a market share of 4.0%. AMV100 and AMV110: additional potential With the out-licencing of the Gynevac platform AmVac also licences potential product candidates that might result from further R&D activities. This potential added value for the licensee should cause further upfront payments that we estimate at CHF50.0m (recognised in the years 2015 to 2017; no milestone payments and royalties). AMV602 (respiratory syncytial virus; RSV) We expect the market launch in 2020 (before: 2019). We assume that AMV602 can also be used as a prophylactic vaccine. We expect an out-licencing agreement after the conclusion of phase I with milestone and upfront payments of in total CHF100.0m. This is realistic given the deal of Trellis/MedImmune (in total USD338.0m; out-licencing agreement with drug in preclinical trial). The royalty rate is 12.5%. We expect a market share of 30% (Synagis of AstraZeneca so far is the only drug). January 30, 2014 Valuation Memorandum 14 Financials (IV) We expect AMV100 to generate the first sales from the marketing in Eastern Europe in 2014 (before: 2013). In our opinion, higher sales cannot be expected before 2015 when the phase III/IV studies will be concluded and the market launch in the EMA region is achieved. AMV100 (bacterial vaginosis; trichomoniasis) From 2015 to 2017, we assume upfront and milestone payments (cumulated CHF80m) on the important North American market. Compared to our valuation from October 2012, sales in North America will be clearly lower in the following years as AmVac will only recognise royalty payments (royalty rate: 12.5%). However, in future AmVac does not have to pay commissions to the distribution partner any longer (50% of the product price). EBIT are positively influenced by lower costs of materials. This is due to the lower licence fees to be paid to Vakcina for the products sold in all regions (EUR4.00 (before: 5.80) per package). The EBIT margin of about 69% (before: about 65%) thus is slightly higher in the long run. Valuation Oct. 2012: P&L key figures for AMV100 Valuation Feb. 2014: P&L key figures for AMV100 Unit: CHFm Sales Growth y/y Eastern Europe EMA US, Canada Japan and rest of Asia thereof upfront/milestone payments 2013E 2014E 0.1 1.5 0.1 0.0 0.0 0.0 0.0 1.5 0.0 0.0 0.0 0.0 2015E 2016E 2017E 17.2 52.9 65.8 1048% 208.4% 24.4% 3.0 4.5 6.1 6.1 12.4 18.7 8.0 36.0 37.3 0.0 0.0 3.8 8.0 36.0 36.0 2018E 42.9 -34.8% 7.7 25.0 2.6 7.6 0.0 Unit: CHFmCHFm 2013E Sales Growth y/y Eastern Europe EMA US, Canada, Japan EBIT EBIT margin EBIT EBIT margin Source: Independent Research; AmVac January 30, 2014 -0.7 0.4 13.9 47.8 56.7 29.7 neg. 25.2% 81.0% 90.4% 86.1% 69.1% 1.4 1.4 0.0 0.0 2014E 2015E 8.5 15.7 528.4% 85.1% 2.7 4.1 5.8 11.6 0.0 0.0 2016E 2017E 2018E 31.3 47.0 61.6 99.2% 5.5 17.5 8.3 50.4% 6.9 23.5 16.6 30.9% 7.0 29.5 25.1 0.1 4.9 9.6 20.3 30.7 40.3 6.8% 57.7% 61.4% 64.8% 65.2% 65.4% Source: Independent Research; AmVac Valuation Memorandum 15 Financials (V) Following the market entry of AMV110 in Eastern Europe we expect first sales in 2015 (before: 2014). As of 2016 (before: 2015) sales should grow rapidly due to the market entry in the EMA region. AMV110 (BPH/benign prostatic hyperplasia) We expect AmVac to incur the first upfront and milestone payments in North America in 2015 (CHF80m in total). From 2017 onwards we expect cash flows from royalties (royalty rate of 12.5%). Comparable to AMV100, the cost savings from lower licence fees to be paid (EUR4.00 (before: 5.80) per package for products sold in any region) are considerable. The EBIT margin of about 70% (before: about 65%) thus is higher in the long run. Valuation Oct. 2012: P&L key figures for AMV110 Valuation Feb. 2014: P&L key figures for AMV110 Unit: CHFm Sales Growth y/y Russia EMA US, Canada Japan and rest of Asia thereof upfront/milestone payments 2013E 2014E 2015E 0.0 0.0 12.9 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 2.9 0.0 10.0 0.0 10.0 2016E 2017E 62.4 85.3 384.8% 36.7% 5.8 8.7 11.6 23.4 45.0 46.4 0.0 6.8 45.0 45.0 2018E 63.5 -25.6% 11.7 35.3 2.8 13.7 0.0 Unit: CHFm Sales Growth y/y Russia EMA US, Canada, Japan EBIT EBIT margin EBIT EBIT margin Source: Independent Research; AmVac January 30, 2014 -0.6 -2.1 11.0 57.2 73.2 44.4 neg. neg. 85.4% 91.6% 85.8% 70.0% 2013E 2014E 0.0 1.9 0.0 0.0 0.0 1.9 0.0 0.0 2015E 2016E 2017E 14.8 39.0 63.5 661.9% 163.9% 62.9% 3.9 5.9 7.9 10.9 21.9 33.0 0.0 11.2 22.6 2018E 88.4 39.1% 9.9 44.3 34.1 -2.2 0.2 12.3 29.0 41.4 57.7 - 10.6% 82.9% 74.4% 65.1% 65.3% Source: Independent Research; AmVac Valuation Memorandum 16 Financials (VI) The studies for AMV602 so far run according to plan. As a matter of precaution, we have postponed the scheduled product launch by one year to 2020 (before: 2019; focus on products AMV100 and AMV110 and their product launch). AMV602 (RSV) Meanwhile, AmVac has identified AMV602 as the most suitable RSV agent. After the conclusion of the phase I study and the subsequent out-licencing agreement we expect the first upfront payment in 2015 (before: 2014). The cumulated upfront and milestone payments should have a volume of CHF100m. This appears to be realistic given the transactions of Anylan Pharma and Cubist Pharma (USD102.5m; phase II) as well as biota and MedImmune (USD112.5m; preclinic). Valuation Feb. 2014: P&L key figures for AMV602 Unit: CHFm Sales Growth y/y Royalties EMA Royalties US Royalties Japan and rest of Asia Royalties therapeutic vaccination Upfront/milestone payments EBIT EBIT margin Source: Independent Research; AmVac January 30, 2014 Valuation Oct. 2012: P&L key figures for AMV602 2013E 2014E 2015E 2016E 2017E 2018E 0.0 0.0 5.0 25.0 0.0 35.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 5.0 0.0 0.0 0.0 0.0 25.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 35.0 -1.6 -3.0 4.7 24.7 -0.4 34.6 neg. neg. 93.4% 98.6% neg. 98.9% Unit: CHFm Sales Growth y/y Royalties EMA Royalties US Royalties Japan and rest of Asia Royalties therapeutic vaccination Upfront/milestone payments EBIT EBIT margin 2013E 2014E 0.0 5.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 5.0 2015E 2016E 2017E 25.0 0.0 35.0 35.0 0.0 0.0 0.0 0.0 35.0 0.0% 0.0 0.0 0.0 0.0 35.0 400.0% -100% 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 25.0 0.0 2018E -3.0 4.7 24.7 -0.4 34.6 34.6 neg. 93.5% 98.6% neg. 98.9% 98.9% Source: Independent Research; AmVac Valuation Memorandum 17 Financials (VII) We expect the first sales from the marketing of AMV100 in Eastern Europe in 2014 (before: 2013). The R&D costs should be high due to the beginning clinical studies for AMV100 (phase III/IV; costs: about CHF5.0m) and AMV 110 (phase III; costs: about CHF5.0m). In 2014 and 2015, we extpect R&D costs of CHF5.5m and CHF4.4m. In 2014, the EBIT loss should be CHF7.2m. Profit and loss forecasts Contrary to our valuation from October 2012, we expect significant profits as of 2015 - despite the R&D costs. This is due to the upfront and milestone payments from the out-licencing agreement for AMV100 (CHF80m) and AMV110 (CHF100m) in North America. The Gynevac platform has the potential to create further product candidates that are licenced as well. For this reason we assume an upfront payment of CHF50m (one third to be recognised in 2015 to 2017, respectively). Receiving upfront and milestone payments means that profits are recognised “earlier”. Profits excluding upfront and milestone payments thus are lower in the following years (royalty rate of 12.5% vs. sales of own products). Valuation Feb. 2014: P&L key figures Unit: CHFm 2013E Sales thereof product sales thereof upfront/milestone payments R&D expenditure EBIT EBIT margin EBIT w/o upfront/milestone paym. Valuation Oct. 2012: P&L key figures 2014E 2015E 2016E 2017E 2018E 0.1 1.5 51.7 157.0 167.8 141.4 0.1 0.0 1.5 0.0 12.0 39.7 34.3 122.7 70.1 97.7 106.4 35.0 -3.5 -5.5 -4.4 -4.2 -5.7 -11.2 R&D expenditure EBIT -6.1 -7.2 41.2 140.2 138.5 95.5 neg. -6.1 neg. -7.2 79.6% 1.5 89.3% 17.6 82.6% 40.9 67.6% 60.5 Net income -6.1 -7.2 37.8 128.5 127.0 87.6 Net margin neg. neg. 73.1% 81.9% 75.7% 61.9% Source: Independent Research; AmVac AG January 30, 2014 Unit: CHFm 2013E 2014E 2015E 2016E Sales thereof product sales thereof upfront/milestone payments EBIT margin EBIT w/o upfront/milestone paym. 2017E 2018E 1.4 15.4 55.5 70.3 145.6 185.0 1.4 0.0 10.4 5.0 30.5 25.0 70.3 0.0 110.6 35.0 150.0 35.0 -7.3 -3.9 -5.4 -5.8 -11.1 -14.0 -9.7 4.6 39.8 40.7 92.9 115.9 neg. -9.7 30.0% -0.4 71.8% 14.8 57.8% 40.7 63.8% 57.9 62.7% 80.9 Net income -9.7 4.3 36.6 37.3 85.2 106.3 Net margin neg. 28.0% 65.9% 53.1% 58.5% 57.5% Source: Independent Research; AmVac AG Valuation Memorandum 18 Financials (VIII) We expect total R&D expenses of CHF13.4m from 2013 to 2015. Balance sheet and cash flow forecasts AmVac has covered its capital requirements for 2013 and partially for 2014 (CHF13.4m) by issuing convertible bonds with a volume of CHF9.7m. The bond was converted into 10.253m AmVac shares at the end of December 2013 (capital increase by 19.4%). AmVac thus has no more financial debt. The acquisition of 88% in Vakcine Kft. was mainly paid with AmVac shares (capital increase by 5.900m shares, 9.4% of the so far share capital). The number of shares thus has increased to 68.964m (before the capital increases in 2013: 52.811). Compared to our valuation from October 2012, we expect a more comfortable liquidity situation for AmVac - at the latest from 2016 onwards. This is due to the upfront and milestone payments. Depending on the timing of the first larger product sales and the receipt of the first upfront payment we expect AmVac to require another cash inflow in 2014 and 2015. Valuat. Feb. 2014: Balance sheet & cash flow key figures Unit: CHFm 2013E 2014E 2015E 2016E 2017E 2018E Cash earnings -6.1 -7.2 37.8 128.5 127.0 87.6 Operating cash flow -6.1 -7.3 34.9 120.0 123.4 92.1 Free cash flow (FCF) -6.1 -7.3 34.9 120.0 123.4 FCF w/o upfront/milest. paym. -6.1 -7.3 -1.5 7.6 33.9 Source: Independent Research; AmVac AG January 30, 2014 Valuat. Oct. 2012: Balance sheet & cash flow key figures Unit: CHFm 2013E 2014E 2015E 2016E 2017E 2018E Cash earnings -9.7 4.3 36.6 37.3 85.2 106.3 Operating cash flow -9.8 3.4 34.6 33.3 81.2 102.4 92.1 Free cash flow (FCF) -9.8 3.4 34.6 33.3 81.2 102.4 60.0 FCF w/o upfront/milest. paym. -9.8 -1.6 9.6 33.3 46.2 67.4 Source: Independent Research; AmVac AG Valuation Memorandum 19 Valuation (I) Assumptions Our valuation of AmVac is based on a sum-of-the-parts analysis. We have created separate DCF models for each of the three products AMV100 (bacterial vaginosis, trichomoniasis), AMV110 (BPH) and AMV602 (RSV). Further costs (administration etc.) and net liquidity are also part of the calculation of the fair value of AmVac. To keep it simple, we have not included the MALP-2 platform (all agents still in preclinic trials) and other indications for AMV100, AMV110 and AMV602 (for example against infertility or para influenza virus 3) into our valuation. Assumptions of the DCF models We have included our sales and profit forecasts into our DCF models for AMV100, AMV110 and AMV602. In our estimates we also employ the rNPV model (risk adjusted net present value) and its parametres (for example ramp-up period to peak sales; probability of success). We calculate the WACC at 10.5%. As AmVac is solely financed with equity we assume an equity ratio of 90%. The beta of 1.5 reflects the risk of a biotech company and the already advanced product pipeline. As is customary in the industry we assume different probabilities of success for the individual products - depending on the phase of development: AMV100 (combined phase III/IV according to EU standard, phase III study already successfully concluded according to Hungarian standard): 74% AMV110 (phase III will begin shortly): 67% AMV602 (phase I about to start): 15% January 30, 2014 Valuation Memorandum 20 Valuation (II) AmVac - AMV100 CHFm Turnover 2014E 2015E 1.5 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 17.2 52.9 65.8 42.9 54.6 60.1 64.1 56.5 48.8 Growth y/y - 1048.0% 208.4% 24.4% -34.8% 27.3% 10.1% 6.7% -11.8% -13.6% EBIT margin - 81.0% 90.4% 86.1% 69.1% 68.9% 68.4% 67.9% 67.4% 66.6% EBIT 0.4 13.9 47.8 56.7 29.7 37.6 41.1 43.6 38.1 32.5 - Income taxes 0.0 -1.6 -4.3 -5.1 -2.2 -7.9 -8.6 -9.2 -8.0 -6.8 + Amortisation and depreciation 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - Change in long-term provisions 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 +/- Others 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Gross operating cash flow 0.4 12.3 43.5 51.6 27.5 29.7 32.5 34.4 30.1 25.7 -/+ Change in net working capital -0.1 -1.6 -3.6 -1.3 2.3 -1.2 -0.6 -0.4 0.8 0.8 -/+ Investments in fixed assets 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Free cash flow 0.2 10.7 39.9 50.3 29.8 28.6 32.0 34.0 30.9 26.5 Present values 0.2 8.8 29.4 33.3 17.8 15.3 15.4 14.8 12.1 9.3 Total present values (2014-2023E) 156.3 Total present values (2024-2028E) 16.3 Terminal value 19.3 Value of operating business 192.0 Probability of success 74% Equity market value 142.0 as % of total value: 10% Fair value is 30% higher than the value calculated as of October 8, 2012 due to the value-enhancing licencing in North America Model parameters/ entity DCF model: Target capital structure -> Risk-free rate: Growth FCF: 4.0% 2.0% Equity: 90% Debt: 10% 4.0% Beta: 1.4 Risk prem. debt: Risk prem.: 5.0% Tax shield: 21.0% Cost of equity: 11.0% Cost of debt: 6.3% WACC: 10.5% Date: 01/30/14 Source: Independent Research January 30, 2014 Valuation Memorandum 21 Valuation (III) Due to the out-licencing agreement for AMV100 in North America we calculate a clearly higher fair value of CHF192.0, (valuation as of October 8, 2012: 147.6). Accounting for the assumed probability of success of 74%, the adjusted fair value is CHF142.0m (valuation as of October 8, 2012: 109.2). Valuation AMV100 The higher value reflects two aspects: The cash inflow from upfront and milestone payments is recognised earlier than the sales/ profits from a distribution partnership. This positively affects the discounted cash flows. The savings from the lower licence fees paid to Vakcina improves the EBIT. When looking at the fair value, we think another aspect has to be considered: In regions where AMV100 is marketed by a partner the sales reflect only AmVac´s share. 50% of the product sales are incurred by the future distribution partner. This reduces AmVac´s EBIT. Sensitivity analysis - AMV100 (CHFm) Growth (TV) Discount rate (WACC) 10.0% 10.5% 11.0% 2.0% 148.0 142.0 136.5 11.5% 131.4 2.5% 149.2 143.0 137.3 132.1 3.0% 150.5 144.1 138.2 132.8 3.5% 152.1 145.4 139.2 133.7 Source: Independent Research January 30, 2014 Valuation Memorandum 22 Valuation (IV) AmVac - AMV110 CHFm Turnover 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 0.0 12.9 62.4 85.3 63.5 86.9 107.7 116.7 114.4 100.0 Growth y/y - - 384.8% 36.7% -25.6% 36.9% 23.9% 8.4% -2.0% -12.6% EBIT margin - - 91.6% 85.8% 70.0% 70.0% 69.9% 69.6% 69.6% 69.2% -2.1 11.0 57.2 73.2 44.4 60.8 75.3 81.3 79.6 69.2 0.0 -1.3 -5.2 -6.5 -3.2 -12.8 -15.8 -17.1 -16.7 -14.5 EBIT - Income taxes + Amortisation and depreciation 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - Change in long-term provisions 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 +/- Others 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -2.1 9.7 52.0 66.7 41.2 48.0 59.5 64.2 62.9 54.7 -/+ Change in net working capital 0.0 -1.3 -5.0 -2.3 2.2 -2.3 -2.1 -0.9 0.2 1.4 -/+ Investments in fixed assets 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Free cash flow -2.1 8.5 47.1 64.4 43.4 45.7 57.4 63.3 63.1 56.1 Present values -1.9 6.9 34.6 42.6 25.8 24.5 27.7 27.5 24.7 19.7 Gross operating cash flow Total present values (2014-2023E) 232.2 Total present values (2024-2029E) 36.9 Terminal value 32.6 Value of operating business 301.7 Probability of success 67% Equity market value 202.2 as % of total value: 11% Fair value is 27% higher than the value calculated as of October 8, 2012 due to the value-enhancing licencing in North America Model parameters/ entity DCF model: Target capital structure -> Risk-free rate: Growth FCF: 4.0% 2.0% Equity: 90% Debt: 10% Beta: 1.4 Risk prem. debt: 4.0% Risk prem.: 5.0% Tax shield: 21.0% Cost of equity: 11.0% Cost of debt: WACC: 10.5% Date: 6.3% 01/30/14 Source: Independent Research January 30, 2014 Valuation Memorandum 23 Valuation (V) Due to the out-licencing agreement for AMV110 in North America we calculate a higher fair value of CHF301.7m (valuation as of October 8, 2012: 238.6). With an assumed probability of success of 67% the adjusted fair value is CHF202.2m (valuation as of October 8, 2012: 159.8). Valuation AMV110 When compared to the valuation as of October 8, 2012, the higher fair value reflects the upfront and milestone payments (earlier cash flows) and the reductions in material costs. The higher value as compared with AMV100 reflects what in our opinion is the greater ease in achieving a larger patient population (greater awareness of prostate disease). The high importance of AMV110 is once more highlighted when taking into account that the adjusted fair value beats that of AMV100 despite the later product launch (meaning later cash flows) and lower probability of success. Sensitivity analysis - AMV110 (CHFm) Growth (TV) Discount rate (WACC) 10.0% 10.5% 11.0% 11.5% 2.0% 211.7 202.2 193.4 185.2 2.5% 213.5 203.6 194.6 186.2 3.0% 215.6 205.3 195.9 187.3 3.5% 218.0 207.2 197.5 188.6 Source: Independent Research January 30, 2014 Valuation Memorandum 24 Valuation (VI) AmVac - AMV602 CHFm Turnover 2014E 2015E 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 0.0 5.0 25.0 0.0 35.0 35.0 2.1 5.6 31.5 57.6 Growth y/y - - - - - - -94.1% 170.1% 463.0% 83.2% EBIT margin - - 98.6% - 98.9% 98.9% 79.7% 82.7% 84.2% 84.4% EBIT -3.0 4.7 24.7 -0.4 34.6 34.6 1.6 4.6 26.5 48.6 - Income taxes 0.0 -0.5 -2.2 0.0 -2.5 -7.3 -0.3 -1.0 -5.6 -10.2 + Amortisation and depreciation 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 - Change in long-term provisions 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 +/- Others 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 -3.0 4.1 22.4 -0.3 32.1 27.3 1.3 3.6 20.9 38.4 Gross operating cash flow -/+ Change in net working capital 0.0 0.0 0.0 0.0 0.0 0.0 -0.2 -0.4 -0.5 -0.5 -/+ Investments in fixed assets 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 Free cash flow -3.0 4.1 22.4 -0.3 32.1 27.3 1.1 3.3 20.4 37.9 Present values -2.7 3.4 16.5 -0.2 19.1 14.7 0.5 1.4 8.0 13.3 Total present values (2014-2023E) 74.0 Total present values (2024-2033E) 130.2 Terminal value Value of operating business 27.6 231.8 Fair value is 13% higher than the value calculated as of October 8, 2012 as % of total value: 12% Model parameters/ entity DCF model: Probability of success 15% Target capital structure -> Equity: 90% Debt: 10% Equity market value 34.8 Risk-free rate: Beta: 1.4 Risk prem. debt: 4.0% Risk prem.: 5.0% Tax shield: 21.0% Cost of equity: 11.0% Cost of debt: 6.3% Growth FCF: 4.0% 2.0% WACC: 10.5% Date: 01/30/14 Source: Independent Research January 30, 2014 Valuation Memorandum 25 Valuation (VII) The fair value of AMV602 of CHF231.8m (valuation as of October 8, 2012: 205.5) is almost unchanged. The progressing discount period compensates for the product launch being delayed by one year (and the delayed receipt of upfront and milestone payments). Valuation AMV602 Since the product development is only in an early stage and the assumed probability of success is therefore only 15%, the adjusted fair value is just CHF34.8m (valuation as of October 8, 2012: 30.8). We further expect significant (royalty) sales in the coming years. The then high cash flows contribute only below average to the fair value (they are discounted to their fair value). Sensitivity analysis - AMV602 (CHFm) Growth (TV) Discount rate (WACC) 10.0% 10.5% 11.0% 2.0% 37.2 34.8 32.5 11.5% 30.5 2.5% 37.6 35.0 32.7 30.7 3.0% 38.0 35.4 33.0 30.9 3.5% 38.4 35.7 33.3 31.1 Source: Independent Research January 30, 2014 Valuation Memorandum 26 Valuation (VIII) Valuation Feb. 2014: Conclusion AmVac CHFm Fair value AMV100 AMV110 Add. ind. + plant AMV602 Expenses 142.0 202.2 58.8 34.8 -11.7 Total fair value Difference to 2012 Valuation Oct. 2012: Conclusion AmVac 42.3 58.8 Fair value AMV100 AMV110 Add. ind. + plant AMV602 Expenses 109.2 159.8 0.0 30.8 -14.5 Total fair value 426.0 32.8 CHFm 3.9 285.4 2.8 140.6 Net cash Capital increases (net) 5.0 0.0 Net cash Capital increases (net) 1.8 14.1 Fair value of equity 431.0 Fair value of equity 301.4 Number of shares (m) 68.964 Number of shares (m) 55.628 Fair value per share (CHF) Source: Independent Research Valuation result 6.25 Fair value per share (CHF) 5.42 Source: Independent Research We have calculated the fair value at CHF431.0m (valuation as of October 8, 2012: 301,4). The higher value results from the planned out-licencing agreement for AMV100 and AMV110 in North America (upfront/milestone payments of CHF180m; upfront payment of CHF50m from licencing of further potential agents; in addition, the value of the plant and manufacturing licence acquired from Vakcina; value of the identified mode of action of the Gynevac platform). The delayed product launch has little effect (progressing discount period). Due to the increased number of shares (+24%) the fair value per share rises only below proportion to CHF6.25 (valuation as of October 8, 2012: 5.42; +15%; absolute fair value in CHFm: +43%). January 30, 2014 Valuation Memorandum 27 Valuation (IX) Valuation Feb. 2014: Conclusion AmVac (alternative scenario) CHFm Fair value Total fair value Net cash Capital increases (net) AMV100 AMV110 Add. ind. + plant AMV602 Expenses 172.0 247.7 58.8 42.9 -11.6 509.8 5.0 0.0 Valuation Oct. 2012: Conclusion AmVac (alternative scenario) CHFm Fair value Total fair value Net cash Capital increases (net) AMV100 AMV110 Add. ind. + plant AMV602 Expenses 137.2 200.9 0.0 37.8 -14.6 361.4 1.8 14.1 Fair value of equity 514.8 Fair value of equity 377.4 Number of shares (m) 68.964 Number of shares (m) 55.037 Fair value per share (CHF) Source: Independent Research Alternative scenario 7.47 Fair value per share (CHF) 6.86 Source: Independent Research In our opinion, the fair value calculated in the basic scenario leaves room for further development: The market share of 4.0% (AMV100, AMV110) and of 30.0% (AMV602) are conservative. Further indications for AMV100, AMV110 and AMV602 were not considered. The MALP-2 platform was not included in our valuation. To better illustrate the valuation dynamics we have created an alternative scenario. We assume that the market shares of AmVac with AMV100 and AMV110 will both increase to 5.0% and that of AMV602 to 37.5% (meaning an increase by 25%, respectively). Based on these assumptions, the fair value of AmVac´s equity increases to CHF514.8m (valuation as of October 8, 2012: 377.4) or CHF7.47 (before: 6.86) per share. January 30, 2014 Valuation Memorandum 28 Excursus: Starpharma Holdings Ltd. (I) Break-even expected in 2016; high dynamics in profit growth after far-reaching investments Starpharma Holdings Ltd. - financials* AUDm 2008 2009 2010 2011 2012 2013 2014E 2015E 2016E CAGR Turnover 0.6 0.6 0.9 0.0 2.0 1.4 3.3 6.6 42.1 70% EBITDA -9.2 -12.3 -14.4 -14.5 -2.4 -5.4 -7.7 -0.3 14.3 - EBIT -9.9 -13.3 -16.4 -16.6 -4.4 -7.1 -8.8 -1.4 13.2 - Net result -7.7 -7.5 -7.2 -7.5 -4.1 -6.4 -5.6 -3.7 28.0 - EPS -0.07 -0.06 0.00 -0.04 -0.02 -0.03 -0.02 -0.01 0.09 - Total assets 24.7 28.8 37.6 29.8 54.3 48.6 - - - - Cash + cash equiv. 7.5 11.6 22.9 18.9 42.8 33.8 22.0 17.9 5.3 -4% Net cash 7.5 11.6 22.9 18.9 42.8 33.8 21.9 17.8 5.2 -4% Equity 20.4 25.5 34.8 27.7 48.7 46.0 40.6 26.4 38.7 8% Equity ratio 83% 88% 93% 93% 90% 95% - - - - Working capital 5.5 10.0 21.6 17.9 39.4 36.9 - - - - Operat. cash flow -5.4 -4.0 -3.6 -6.5 -9.8 -9.8 -14.1 -10.1 -19.2 17% Capex 0.0 0.0 0.0 0.1 0.1 0.2 0.2 0.2 0.2 24% Free cash flow -5.4 -4.1 -3.7 -6.6 -9.9 -10.0 -14.3 -10.3 -19.4 17% Financ. cash flow 2.8 8.2 14.9 2.7 33.8 1.0 - - - - Market cap 49.4 70.5 129.0 371.6 384.7 231.3 223.5 223.5 223.5 21% EV 41.9 58.9 106.1 352.7 341.9 197.5 201.6 205.7 218.3 23% P/B ratio 2.4 2.8 3.7 13.4 7.9 5.0 5.5 8.5 5.8 11% Source: Starpharma Holdings, Bloomberg Capex as key figure makes no sense as investments directly flow through the profit and loss account. Operating or free cash flow development shows high investments. Financing cash flow of a total of AUD63m since 2008; primarily financed by capital increases. High equity ratio of more than 80% over the long run. Almost continuous increase in stock market valuation (AUDm) Temporary peak in 2012 at AUD385m. Current market cap: AUD225m. * fiscal year-end as of June 30 Product pipeline of Starpharma for the treatment of bacterial vaginose (VivaGel®): Phase II and phase III study: proven effectiveness for healing and relief of symptoms. Current phase II study to prevent the relapse of BV. January 30, 2014 Valuation Memorandum 29 Excursus: Starpharma Holdings Ltd. (II) Shareholders of Starpharma Holdings Ltd. Shareholders by region Number of shares (m) Stake (%) Allan Gray Australia 38.2 13.4% Prudential 34.2 12.0% Dow Chemical 14.4 5.1% Sunsuper Fund 5.3 1.9% Microcap Investment 4.5 1.6% Vanguard Group 4.5 1.6% Allianz 4.4 1.6% Commonwealth Superan 3.4 1.2% Acorn Capital 3.0 1.1% First State Super 3.0 1.0% Fidelity (FIL) 2.8 1.0% CBA Officer Super Fund 2.6 0.9% Unisuper 2.2 0.8% 2.00 Queensland LGsuper 2.1 0.7% 1.80 Auscoal Super Fund 2.0 0.7% Fairley Jacinth 2.0 0.7% Jenkins, Peter James 1.5 0.5% 1.40 Nestor Investment 1.4 0.5% 1.20 HSBC Holdings 1.4 0.5% Dimensional Dund 1.4 0.5% 134.4 47.3% Total - top 20 6% 1% 7% 14% 48% 24% Australia UK US Luxembourg Norway Other Source: Bloomberg 1.60 1.00 0.80 0.60 Source: Starpharma Holdings, Bloomberg 0.40 0.20 Analysts´ estimates: Price targets of AUD1.58 to AUD2.00 per Starpharma share (four analysts´ opinions according to Bloomberg) January 30, 2014 Jan. 2009 Jan. 2010 Valuation Memorandum Jan. 2011 Jan. 2012 Jan. 2013 0.00 Jan. 2014 30 Contact Details Your contacts: Independent Research Unabhängige Finanzmarktanalyse GmbH Pierre Drach Managing Partner Stefan Röhle Senior Analyst Matthias Engelmayer Senior Analyst Friedrich-Ebert-Anlage 36 60325 Frankfurt am Main, Germany Telephone: Fax: Internet: E-Mail: January 30, 2014 + 49 (0) 69 / 97 14 90-0 + 49 (0) 69 / 97 14 90-90 http://www.irffm.de pdrach@irffm.de Valuation Memorandum 31 Legal Notice We would like to point out that the presentation is intended exclusively for internal purposes. It may only be disclosed to third parties with the prior written consent of Independent Research GmbH. This presentation is incomplete without the spoken comments of Independent Research and is only valid in connection with same. The information shown is of a general nature and is not intended for the special situation of any individual or any legal entity. Although we endeavour to provide reliable and up-to-date information, we cannot guarantee that this information is as accurate as it was at the time it was received, or that it will also remain as accurate in the future. Nobody should act on the basis of this information without appropriate expert advice and without a thorough analysis of the situation concerned. Summary of the bases of the valuation: Standard, recognised valuation methods (including the discounted cash flow method (DCF method), peer group analysis) have been used for this company valuation. In the DCF method the capitalised value of the issuer is calculated which represents the sum of the discounted results of the company, i.e. the present value of the future net distributions of the issuer. The capitalised value is therefore determined by the expected future corporate results and by the capitalisation rate applied. The issuers listed on the stock exchange are appraised in the peer group analysis by comparing ratio indices (e.g. price/profit ratio, price/book value ratio, enterprise value/turnover, enterprise value/EBITDA, enterprise value/EBIT). The comparability of the ratio indices is primarily determined by the business activity and the economic prospects. Sensitivity of the valuation parameters: The figures from the income statement, cash flow statement and balance sheet on which this company valuation is based are date-related estimates and thus subject to risks. These can change at any time without prior notice. The risks include unforeseen changes with regard to competitive pressure or to the demand for the products. Such fluctuations in demand can also occur due to changes of a technological nature, overall economic activity or, in some cases, to changes in social values. Changes in tax law, exchange rates and, in certain sectors, regulations may also affect valuations. This explanation of valuation methods and risk factors makes no claims as regards completeness. January 30, 2014 Valuation Memorandum 32
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