IPH (IPH) Investor Presentation summary

Transaction overview

• IPH Limited is acquiring 100% of Bereskin & Parr LLP for CAD 82.5m (approx. AUD 90.2m), with 70% paid in cash and 30% in scrip, subject to a two-year escrow.

• The acquisition is expected to close in late September 2024, pending regulatory and customary approvals.

• Bereskin & Parr will be integrated into IPH’s Smart & Biggar business, enhancing scale and presence in Canada.

• The deal is expected to be low single-digit EPS accretive on a pro-forma FY24 basis with full run-rate synergies.

• Net debt/pro forma FY24 EBITDA is projected at approximately 1.7x post-transaction.

Strategic rationale and integration

• Bereskin & Parr is a leading Canadian IP firm with a strong reputation, blue-chip client base, and over 40% client retention for more than 10 years.

• The acquisition is highly complementary to Smart & Biggar, offering a full suite of IP services and opportunities for cost synergies and cross-selling.

• Integration will focus on combining back-office functions and leveraging the IPH network for outbound Canadian filings.

• Expected full run-rate synergies of CAD 3.7m are targeted in the first full financial year post-acquisition.

• IPH has a strong track record of successful integration of previous Canadian acquisitions.

Equity raising and funding

• IPH is conducting a fully underwritten AUD 100m institutional placement and a non-underwritten share purchase plan (SPP) targeting up to AUD 25m.

• Proceeds will fund the cash component of the acquisition and reduce debt.

• The offer price for the placement is AUD 5.65 per share, a 7.1% discount to the last close.

• SPP shares will be issued at AUD 5.46, reflecting the offer price less the final dividend.

• Macquarie Capital and Barrenjoey Markets are joint lead managers and underwriters for the placement.