A Friday thought: Walgreens Boots Alliance = Boots Global?

Given that Alliance Boots = 1/3 WBA, it would seem that Boots is an important but unequal part of WBA.

However, the combination of AB’s global experience vs. Walgreens’ US-centricity, the fact that four of the five divisions of WBA are run by Boots management, and noting that the acting-CEO has a major 16% shareholding backing up his global vision, might cause us to conclude that we are witnessing the emergence of the only truly global H&B player in the world.

Moreover, a key objective has to be the use of Boots UK Ltd impressive results (ROCE: 26.1% and Net Margin BT: 8%), as a financial target for the £74bn group.

Besides, the more pragmatic among us might conclude that on balance, given these unprecedented times, it is probably better to have Mr. P operating inside, rather than outside the WBA tent…

Update: US Tax Inversion moves may speed up via existing law..

Further to Friday’s blog post below, it appears that Obama may not have to introduce new legislation to prevent current and future tax inversion moves by US multinationals.

In fact, according to an article in The Irish Times, Obama could invoke a 1969 tax law that would restrict foreign companies using inter-company loans and interest deductions to reduce their tax bills. This could remove the key advantages of US companies taking over foreign companies and transferring their tax addresses to a more advantageous tax environment.

In practice, this means that companies* in the acquisition-pipeline will need to radically accelerate the process in order to avoid restrictions.

In other words, the Walgreens – Boots acquisition is now in fast-forward mode… 

Ready?

* It is not clear whether  historic tax inversion companies will be impacted by the same legislation

Walgreens likely to bid for early Boots takeover?

Alliance Boots could be wholly owned by America’s largest drug-store chain within eight months. Walgreens, owners of a 45% stake, have an option to buy the remaining 55% between February and August next year.

Meanwhile, Alliance Boots already has 2,487 shops in the UK which includes 2,385 pharmacies and an additional 750 pharmacies could turn it into the 800 pound ‘gorilla in the market’.

However, an attempt to buy the whole of the Co-op’s pharmacy business would be likely delayed by the UK’s Competition and Markets Authority (CMA), probably leading to a prolonged sell-off of overlapping outlets. 

The key issue for NAMs is ‘Why the rush?’
Given that an advantage of the move would allow Walgreens to re-domicile its tax base to the UK or more likely Switzerland, thus reducing its corporation tax rate from the US 37% to the UK 21%, and even less in Switzerland, the decision is a no-brainer…

Also, as such a move would be the latest in a succession of tax inversion moves by leading US companies, it is likely that the US government will try to limit potential losses to their exchequer by interfering in the process before long…

So, the sooner, the better…especially as the partial merger has already yielded $154m in synergies, more than the anticipated $150m, i.e. the merger is patently working, in stock-market terms…

Unfortunately, such moves added to the possible Co-op bid, have placed Walgreens and Boots above government radar in a number of tax jurisdictions, likely to cause much potential distraction when the company simply wants to achieve global scale as soon as possible.

Meanwhile, NAMs and the retail competition could be advised against ‘waiting to see what happens’ instead of anticipating that Walgreens–Boots will simply take these ‘distractions’ in their stride.

In other words, time for NAMs to climb aboard now and incorporate WB into their global trade strategies, before WB does it on their terms…

Dixons Carphone - why Walgreens-Boots is different...

The Dixons Carphone merger is the latest in a series of retail unions’ response to structural change in retail…

Key metrics
The £3.8bn 50-50 partnership to be called Dixons Carphone will result in a £12bn turnover company, made up of Carphone’s £3.7bn and Dixons £8.2bn.
In terms of stock market value, Carphone's market capitalisation is £1.9bn and Dixons' is £1.87bn
Carphone's 2,037 stores worldwide and Dixons' 947 stores will overlap and synergies will result in annual cost cuts of at least £80m within three years.

Previous retail mergers
Think about the troubled history of retail unions (see Alex Lawsons’ article in the Independent for details) so far:
- Abortive Carphone - Best Buy European joint venture in 2008
- Asda's doomed merger with furniture specialist MFI in 1985
- Morrisons’ takeover of Safeway in 2004 took longer than expected to bed in..
- The Co-op – Somerfield larger store sell-off
- Asda's acquisition of Netto in 2010, sell-off of 25% stores
- Kingfisher's troubled merger of B&Q with the French DIY retailer Castorama in 1998
- Kingfisher’s attempted a merger with Asda in 1999, resulting in Walmart bid

NAMs have to ask themselves if the Dixons-Carphone merger has enough potential to survive, or is even worth the effort…

Meanwhile, the Walgreens-Boots takeover appears to have a number of advantages
- Geographically complementary in that Walgreens is US only, Boots is rest-of-world
- Broadly complementary business philosophies and product assortments
- Potential synergies re retail expertise exchange
- Purchasing synergies already realising $154m

However, the real advantage over previous retail unions arises from the two-step deal (i.e. part–purchase in 2012, final takeover by 2016) which was designed to allow Walgreens and Alliance Boots to come together gradually and integrate, while continuing to drive their independent strategies in the first years of collaboration…

Sometimes slow is better, even in FMCG retailing…

McKesson says Celesio takeover offer has failed

Last night’s news by McKesson that their 3 month offer to purchase Celesio had failed to secure the 75% of the shares they deemed necessary to complete the purchase raises several issues for suppliers, retailers and wholesalers…

Apart from the disruption and uncertainty of the past three months and its impact on staff, possibly resulting in some of the good guys leaving, and key suppliers reverting to short term strategic mode, Celesio’s profile as a takeover prospect has invariable attracted the attention of other players such as McKesson’s closest U.S. rivals AmerisourceBergen and Cardinal Health, which between them account for 95% of the U.S. market, are, like McKesson, all looking to grow abroad to gain purchasing power with drug makers.
At a market capitalisation of €4.11bn, Celesio is within the reach of each of the companies.

Celesio Chief Executive Marion Helmes has said that an alliance or tie-up with a U.S. partner could help win steeper discounts, mainly for the generic drugs it buys but also for non-prescription medication and skin care products.

Celesio, owner of Britain's Lloyds pharmacy chain, is suffering from a price war that has all but erased its profits from the crowded German drugs wholesale market. Healthcare budget cuts across Europe, its main market, add to its woes.

In response, CEO Helmes is centralising procurement to cut costs, as well as widening and standardising the offering of its pharmacies across Europe under the Lloyds brand.

The mooted offer would value Celesio including its debt at close to 9.9 times expected earnings before interest, taxes, depreciation and amortisation (EBITDA) for this year, roughly in line with the 9.8 multiple its U.S. suitor is trading at. That compares with a multiple of about 11 times EBIDTA that U.S. drugstore chain Walgreens paid for a stake in Alliance Boots last year.

And speaking of which, Celesio wholesaling would add to the combined muscle of Walgreen and Alliance Boots, thereby frustrating the obvious appeal to A.S. Watson in completing a global structure that might help it keep pace with Walgreen Boots globally…

Meanwhile, back to the short term initiatives for NAMs…

Superdrug/A.S. Watson to benefit from ParknShop sell-off in Hong Kong?

Hutchison Whampoa could get $4bn from the sale as Octogenarian Li Ka-shing, ranked by Forbes as Asia's richest man in 2012, plans to sell the business to focus on Hutchison's health and beauty retail operations, which have a bigger global footprint and offer higher margins compared with the supermarket business…

Your colleagues in China may be a little more interested in the Asian deal which would give a 30% market share of the Hong Kong market, attracting the attention of Japan's Aeon, China Resources Enterprise, Sun Art Retail, and Australian retailers Wesfarmers and Woolworths, among the eight parties invited to the process and weighing bids, with Walmart a possible late arrival. 

Walmart opened its first China store in 1996 and now operates over 380 stores spread across various formats, including Supercenters, Sam's Clubs and Neighborhood Markets.

KKR and TPG Capital have also been invited to bid and other buyout firms including Blackstone Group LP have held talks with banks about financing a possible bid.

In other words, by the bid deadline of the 16th August, that line up of talent will guarantee Li at least $4bn to enhance his global H&B offering… 

The real issue for global H&B suppliers is whether Li will now use the money in a final bid to catch up with Alliance Boots global ambitions via a bid for Celesio, a snip at €2.8bn....

This would provide A.S. Watson with a global wholesale arm, and in one move make it more of a match with Alliance Boots, as they each explore the world in search of H&B acquisitions....
Worth a thought?

Celesio sacks CEO - a two-way Opportunity window?

Today’s news that Celesio has removed its CEO, citing “different opinions of the management of the company”, coupled with a market capitalisation of €2.6bn (a snip!), represents a final opportunity for Hutchison Whampoa to bolt a global wholesale network onto its A.S. Watson/Superdrug retail arm and attempt to catch up and become a second global H&B player to Alliance Boots.

By the same token, given the abruptness of the move, and the inevitable temporary destabilising effect on Celesio, Alliance Boots have also been presented with an opportunity to race ahead in their quest for comprehensive global coverage and ultimate re-flotation…

Either way, H&B suppliers would benefit from a couple of ‘what if’ analyses (ideally with global colleagues) to explore the implications and their options ref global trade strategies....

Anticipating the future with Alliance Boots

At 71, Stefano Pessina is obviously a man in a hurry and, although light on detail, he tends to achieve what he promises.

Given the value, and difficulty, of being able to predict the future, a second-best for NAMs can be to anticipate a  major customer's future situation via a combination of the customer's  'published' plans together with the NAM ‘s commercial logic and common sense...

Essentially, according to the FT, the company works for ‘today’ and ‘tomorrow’

‘Today’ means optimising the Walgreens’ tie-up,  jointly buying in areas of scale, including generic drugs and goods not for resale. They are also preparing for the launch of Boots products in Walgreens’ 8,000 stores, with trials in certain flagship locations. They recently built a potential 23% stake in a pharma wholesaler (More on AmeriSource Bergen moves in FT, here)

‘Tomorrow’
From the time of the initial formation of Alliance Boots and the tie-up with Walgreens it was possible to anticipate the inevitable moves of fast  global coverage via acquisition, assembling a combination of scale and influence/power in both retailing and  wholesaling, selling  anything in H&B  goods and services that can be legally sold to shoppers... In practice, this means a combination of acquisitions and partnerships across the globe especially in larger markets like China (Latest moves in FT here)

The future
On balance, suppliers, retailers and wholesalers have to anticipate:
- Completion of the Walgreens’ tie-up in two years
- A customer well advanced in achievement of the global ambitions outlined above
- A company needing to work down its 2012 debt of £7bn by £500m per annum
- All achieved by a company that is surviving an unprecedented global financial crisis that has severely compromised other players in the market

Two questions for NAMs:
- How would you play the trading relationship with your company, if you were in the Boots driving seat?
- What can you do today to anticipate the obvious?

Whither Mr Stefano when Walgreens complete the takeover of Alliance Boots?
With a potential 20% share of the action and being the largest shareholder of a £30bn mkt cap company, we leave you with a quote from the man himself:

“I will probably have a certain influence. But the influence is not due to the shares, the influence is due to the experience, and the value you can bring to the table…..”.

'Boots the Grocer' - How Walgreens and Musgrave are helping them become a force in UK convenience…

Given that Walgreens, Boots 45% partner’s experience of food in pharmacy, give c15% of their store space to food, coupled with the Musgrave trial of food-to-go in Boots’ branches means that ‘Boots the Chemist’ could become a big competitor in the UK convenience landscape.

A new report from him! focuses on the Boots / Musgrave food range trial, and new exclusive shopper feedback shows that shoppers are excited about the extended range of food products being trialled in 11 Boots stores.  Looking to Boots to provide healthier alternatives, 58% said that they are likely to buy from this new food range at Boots in the future.

Why this initiative matters to everyone...
Given their track record, traditional suppliers to Boots will not underestimate the ability of this global player to expand synergistically via the right partners. Moreover, this logical brand-stretch via healthy food from a quality convenience retailer, combined with Boots retail footprint and regular traffic, has to represent a major breakthrough in the convenience sector, for both retailers.

Implications in a zero-sum market
The obvious implications in terms of relative space, ease-of-access and increased buying muscle means that it is important therefore that all suppliers tap into the Walgreens food background and link this with Musgrave’s quality convenience-experience in order to adequately factor this innovative food range trial into your trade strategies…

Full details of the Walgreens-Boots merger, the Boots-Musgrave trial and shopper reactions in the him! report

Boots breaks the 'silence' as it agrees deal with China firm

Alliance Boots, under the terms of a strategic alliance agreement signed yesterday, announced that it will acquire a 12% stake in Nanjing Pharmaceutical Company Limited, through a private placement, for a total consideration of approximately £56 million (RMB560 million), making it the second largest shareholder with Board and operational management representation.

Boots China profile
Nanjing Pharmaceutical Company Limited, which is listed on the Shanghai Stock Exchange, is the fifth largest pharmaceutical wholesaler in China with sales of around £2 billion (RMB20 billion) in 2011.
Alliance Boots first entered the Chinese pharmaceutical distribution market in 2008 through its Guangzhou Pharmaceuticals Corporation joint venture, which operates in complementary geographies and continues its successful development.

A powerful stepping-stone...
In all, with this latest move Boots is aiming at gaining a 20-30% share of the Chinese pharmaceutical distribution market. Apart from the inevitable appeal of adding a retail element in China asap, this major wholesale step is a clear indicator that even without the Walgreens’ tie-up, Alliance Boots is determined to pursue its policy of increasing its global reach and scale.

This will not only make it more influential in the Walgreens-Boots mix, but will be another step in making the company one of the most connected and centrally-run health & beauty operations in the world, at least in the short and medium term, say five years.

Impact on suppliers
This increasingly scalable company will continue to be heavily geared in a global economic environment. As a result there will be increasing pressure on the company to provide an exit strategy for its stakeholders via re-flotation.

All of this adds up to increasing power and influence in its relationships with suppliers, a position that will inevitably cause it to bring issues like prices & terms disparities, and especially absolute cost-prices to the negotiation table.

Action
It hopefully goes without saying that any supplier wishing stay in the ring needs to factor the full global profile of W-B into the mix, fast.
….and if anyone, anywhere in your company still needs convincing of the obvious, why not run the numbers on Walgreens-Boots owning even 20% of global Health & Beauty retail & wholesale, with power to match…