During the quarter, a surprising decline in Perrigo (NYSE:PRGO)’s normally staid generic prescription (Rx) business had the Company reduce full-year guidance by almost 15% in a late-April pre-earnings release. In addition, the Company disclosed further write-downs and organizational changes in their nascent Branded Consumer Health (BCH) segment. Last, the Company announced the abrupt exit of long-time CEO, Joe Papa, who joined embattled Valeant Pharmaceutical. Immediately after this slew of disconcerting data points, we decided it prudent to liquidate our Perrigo stake.
We think that, at its core, Perrigo’s U.S. private label over-the-counter (OTC) business is intrinsically attractive, with nearly 70% market share and long-tailed revenue streams similar to that of a consumer staple. Private-label OTC was about 50% of the Company’s calendar 2015 revenue, and nearly 40% of consolidated operating profitability.
Another third of Perrigo’s profits was derived from their generic Rx business which we believed, until recently, was relatively defensible. We had seen that Perrigo’s strategy in generic Rx was to target drugs that had small addressable markets (often less than $50 million per year sales), but a good probability of eventually becoming approved for OTC. We hypothesized that Perrigo’s rivals were slow to copy Perrigo generic drugs either because the addressable market was not big enough, and/or because margins on OTC are dramatically lower than Rx, particularly for sub-scale OTC manufacturers. (Private-label OTC manufacturing, marketing, and distribution support capabilities are substantially different from prescription). In other words, we saw Perrigo’s substantial scale in private-label OTC as enabling the Company to realize unique economics in other parts of their business, namely generic Rx. Therefore, it was surprising to us when the Company cut its own guidance for this unit by double-digits and then offered little in the way of an outlook, despite having provided a steady outlook just a few months ago.
Further, Perrigo’s relatively new BCH platform continued to underperform. The company expended almost $4.5 billion in shareholder capital to acquire BCH’s core asset, Omega Pharmaceutical, in early 2015. We think this business will be ineffective as a growth platform, despite management’s previous optimism. The Company has commented that the highly entrepreneurial culture of Omega has made it difficult to scale this business through further bolt-on acquisitions. The scaling of acquisitions has been a key component of Perrigo’s long-term growth strategy, so we would not be surprised if there are more examples of unrealized value- destruction embedded in the Omega acquisition.
Finally, Mr. Joe Papa, now former CEO of Perrigo, abruptly exited the Company in late April.”¨ Mr. Papa’s exit came after having spent countless hours and money, with the Board of Directors’ encouragement and unanimous approval, fending off Mylan’s hostile bid on the basis of the following: Perrigo’s stock being undervalued, Mylan’s poor corporate governance record, and the risk of dis-synergies. We now find shares trading at about half the supposedly undervalued bid price; Mr. Papa’s departure to run a company with one of the worst corporate governance track records around, dis-synergies from the Omega acquisition; and a materially weakened generic Rx franchise. Importantly, we think that execution missteps are expected over the long term and therefore manageable (if only because we can handicap those hiccups by building in a valuation cushion). However, we do not invest in Companies that are not forthcoming with their investor base. We question the credibility of Perrigo’s remaining management team, as well as the Board of Directors. In our experience, fortunately, this has been thankfully rare.
From David Rolfe (Trades, Portfolio)'s second quarter 2016 Wedgewood Partners Client Letter.
