☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
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Share Name | Share Symbol | Market | Type |
---|---|---|---|
RayzeBio Inc | NASDAQ:RYZB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 62.49 | 60.00 | 68.11 | 0 | 01:00:00 |
☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| | Fiscal Year Ending December 31, | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | 2024E | | | 2025E | | | 2026E | | | 2027E | | | 2028E | | | 2029E | | | 2030E | | | 2031E | | | 2032E | | | 2033E | | | 2034E | | | 2035E | | | 2036E | | | 2037E | | | 2038E | | | 2039E | | | 2040E | | | 2041E | | | 2042E | | | 2043E | | | 2044E | | | 2045E | | | 2046E | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||||||||||||||||||||||||
Total Net Revenue | | | – | | | – | | | – | | | $113 | | | $312 | | | $521 | | | $721 | | | $821 | | | $906 | | | $1,081 | | | $1,359 | | | $1,647 | | | $1,952 | | | $2,233 | | | $2,473 | | | $2,691 | | | $2,829 | | | $2,914 | | | $2,985 | | | $2,581 | | | $2,283 | | | $1,710 | | | $1,299 |
EBIT(1) | | | ($124) | | | ($153) | | | ($213) | | | ($127) | | | ($64) | | | $103 | | | $253 | | | $345 | | | $413 | | | $530 | | | $724 | | | $974 | | | $1,227 | | | $1,458 | | | $1,652 | | | $1,827 | | | $1,932 | | | $1,998 | | | $2,051 | | | $1,775 | | | $1,563 | | | $1,178 | | | $902 |
Less Taxes Paid (if profitable)(2) | | | – | | | – | | | – | | | – | | | – | | | (22) | | | (53) | | | (72) | | | (87) | | | (111) | | | (152) | | | (205) | | | (258) | | | (306) | | | (347) | | | (384) | | | (406) | | | (420) | | | (431) | | | (373) | | | (328) | | | (247) | | | (189) |
Plus: Depreciation & Amortization | | | 7 | | | 7 | | | 7 | | | 7 | | | 8 | | | 8 | | | 8 | | | 8 | | | 9 | | | 4 | | | 2 | | | 2 | | | 3 | | | 3 | | | 3 | | | 3 | | | 3 | | | 3 | | | 3 | | | 3 | | | 3 | | | 3 | | | 3 |
Less: Change in Net Working Capital | | | 3 | | | 2 | | | 2 | | | (6) | | | (10) | | | (10) | | | (10) | | | (5) | | | (4) | | | (9) | | | (14) | | | (14) | | | (15) | | | (14) | | | (12) | | | (11) | | | (7) | | | (4) | | | (4) | | | 20 | | | 15 | | | 29 | | | 21 |
Less: Capital Expenditures | | | (23) | | | (2) | | | (2) | | | (2) | | | (2) | | | (2) | | | (3) | | | (3) | | | (3) | | | (3) | | | (3) | | | (3) | | | (3) | | | (3) | | | (3) | | | (3) | | | (3) | | | (3) | | | (3) | | | (3) | | | (2) | | | (2) | | | (1) |
Unlevered Free Cash Flow(2) | | | ($138) | | | ($147) | | | ($205) | | | ($127) | | | ($68) | | | $77 | | | $195 | | | $273 | | | $328 | | | $412 | | | $558 | | | $755 | | | $954 | | | $1,138 | | | $1,293 | | | $1,432 | | | $1,519 | | | $1,574 | | | $1,617 | | | $1,423 | | | $1,250 | | | $960 | | | $735 |
(1) | Earnings before interest and tax is calculated as risk-adjusted non-GAAP total net revenue less (i) cost of goods sold, less (ii) research and development expenses, less (iii) sales and marketing expenses, less (iv) general and administrative expenses. |
(2) | Unlevered free cash flow is calculated as non-GAAP EBIT (earnings before interest and tax), less (i) estimated taxes, if profitable, payable at a tax rate of 21%, less (ii) changes in net working capital, less (iii) capital expenditures, plus (iv) depreciation and amortization. Equity-based compensation is treated as a cash expense. |
• | “Analyst Price Target Analysis. Centerview reviewed stock price targets for the Shares in publicly available Wall Street research analyst reports as of December 22, 2023, which indicated low and high stock price targets for RayzeBio ranging from $29.00 to $35.00 per share, with a median price target of $30.00 per share; and” |
• | “Precedent Premiums Paid Analysis. Centerview performed an analysis of premiums paid in selected transactions between $1 billion and $10 billion in transaction value involving publicly traded biopharmaceutical companies and that were announced since 2018 that Centerview, based on its experience and judgment as a financial advisor, deemed relevant to consider in relation to RayzeBio and the Transactions, for which premium data was available. The premiums in this analysis were calculated by comparing the per share acquisition price in each transaction to the closing price of the target company’s common stock for the date one day prior to the date on which the trading price of the target’s common stock was perceived to be affected by a potential transaction, reflecting a median premium of 87%. Based on the analysis above and other considerations that Centerview deemed relevant in its professional judgment, Centerview applied a premia reference range of 55% to 105% to RayzeBio’s closing stock price on December 22, 2023 (the last trading day before the public announcement of the Transactions) of $30.57, which resulted in an implied price range of approximately $47.40 to $62.65 per Share, rounded to the nearest $0.05. |
| | | | RayzeBio, Inc. | |||||
| | | | | | ||||
| | | | By: | | | /s/ Ken Song | ||
| | | | Name: | | | Ken Song, M.D. | ||
| | | | Title: | | | President and Chief Executive Officer | ||
| | | | | | ||||
Dated: | | | February 14, 2024 | | | | |
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