Revitalizing Paragon: A Strategic Merger with CH2


We’ve meaningfully elevated the Forager Australian Shares Fund’s funding in Paragon Care (PGC) throughout March. Cobbled collectively by means of acquisitions over the previous decade, Paragon is one among Australia’s largest well being care suppliers. Most acquisitions didn’t reside as much as expectations and the share value was languishing at a stage that recommended the entire was value considerably lower than the shareholder capital spent placing it collectively.

The inevitable fix-it job was already underway. In early 2022, John Walstab merged his enterprise, Quantum Well being, with Paragon and ended up proudly owning 19% of the mixed firm. For the reason that merger Paragon has been a small funding within the Fund. By the top of 2023, annoyed with its efficiency, Walstab had taken over administration of the entire enterprise. His efforts over the previous six months have been displaying indicators of progress in Paragon’s half-year outcome.

That was utterly overshadowed by an announcement that Paragon can be merging with one other distribution firm, CH2. It is a deal that we like. Rather a lot. CH2 is a privately owned firm that has turn out to be one among Australia’s largest distributors of medication and medical consumables. You is perhaps acquainted with the large gamers on this market: Sigma Healthcare (SIG), Wesfarmers’s (WES) API and Symbion, owned by New Zealand’s EBOS (EBO). They ship every little thing from medication to bandages and vitamin capsules to the nation’s pharmacies and hospitals daily.

These firms, together with CH2, have been round a very long time — replicating their distribution networks is nearly unimaginable. CH2 was owned by Spotless within the early 2000s and a part of a personal fairness/API three way partnership till 2015, when it was bought to prior administration.

That’s when every little thing modified for the corporate. API’s possession of CH2 meant CH2 was unable to compete with API in retail pharmacy distribution — a market a number of occasions bigger than the hospital market. Free of these shackles, CH2 was granted a license to distribute medication to pharmacies from 2017. From a standing begin, it has picked up 7% of Australia’s $18 billion pharmacy wholesaling market and, in complete, is anticipated to generate nearly $3 billion in income this monetary 12 months.

CH2 Income and Earnings Earlier than Tax

It is a low-margin enterprise with comparatively fastened overhead prices. Because it has grown, CH2 has turn out to be more and more worthwhile. It made $12.8 million of internet revenue within the 2023 monetary 12 months and is on observe to make $16.8 million this 12 months. We’re assured that trajectory can proceed.

Its three large opponents all personal or are aligned with retail manufacturers. Sigma owns Amcal and intends to merge with Chemist Warehouse. API owns Priceline and Symbion owns TerryWhite Chemmart. CH2 is the one impartial distributor and needs to remain that means, leaving it ideally positioned to service a major variety of “non-aligned” pharmacies. Administration estimates these non-aligned pharmacies characterize some 44% of Australia’s complete retail pharmacy gross sales.

That share in all probability falls over time — Chemist Warehouse seems to be like a real class killer. However we expect CH2 can continue to grow its share of a rising market for a few years to return.

Profitability in its hospital distribution enterprise ought to be helped by its acquisition of Sigma’s hospital enterprise in mid 2023, leaving CH2 as one among solely two gamers in that market. And, maybe most significantly, the alternatives inside Paragon’s current enterprise look important. If the deal is accredited by Paragon shareholders, CH2’s two shareholders will find yourself proudly owning 57% of the mixed entity. David Collins, CH2’s managing director, will take over administration of the corporate and he and his co-owner will each take seats on the board. Walstab will hold his board seat and two impartial administrators will probably be appointed.

The ParagonCare Board, together with Walstab, is supportive of the deal. Until one thing important adjustments, we’re too, making it extremely more likely to proceed. On the stroke of a pen, Paragon will probably be reworked from a sub-scale distribution enterprise with a patchy document of capital allocation to a worthwhile owner-manager firm taking market share in a rising trade. And there ought to be important synergies between the 2 firms.

Healthcare distribution just isn’t a simple sector by which to function. Sigma’s return on capital has been sub-par for a very long time and API hasn’t been significantly better, even underneath the stewardship of Wesfarmers. There are dangers related to being a minority shareholder in an organization managed by administration, together with the lack to switch them if crucial. It would take a number of years for the advantages to turn out to be apparent and, given the insider possession, the inventory will stay illiquid for a very long time to return.

On stability, although, it is a important change for the higher for Paragon shareholders. Collins just isn’t taking a cent in money as a part of the transaction and may have his life’s work tied up in Paragon, making him closely incentivised to make loads of wealth for all shareholders.

We predict now we have lastly discovered the proper jockey for a horse that has been significantly troublesome to trip, and have added meaningfully to the funding over the previous month.


That is an excerpt from the Forager Chief Funding Workplace Letter March Quarterly Report 

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