Thyrocare : Debt free Asset Light Healthcare Play

Some questions for people that have more knowledge than I do:

  1. Can API holdings delist pharmeasy even with 66% shareholders? What happens to the 34% shareholders then? Where do their demat account shares go? My understanding is that these shares would remain in the demat but would not be tradable if the delisting happens.
  2. From the little I have been able to gather looking at Siddarth shah’s public comments on this deal it looks unlikely that Thyrocare would be allowed to function as a separate entity for long. It does not make sense for for them. Thus, a thyrocare investor mentally be prepared (imho) to become a API Holdings (PE) shareholder instead (in K years).

Disc: evaluating whether it makes sense to invest in Thyrocare.

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Delisting is possible only if they acquire >90% of shares.

Pluto asset management has acquired 2.84% at a price of 1300.

Delisting is very unlikely IMO. Most of the delisting attempts have failed recently…

Discl - bought more at 1330, planning to add more, very biased

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this video has been removed :(. Does any1 have notes ?

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can you pls share details of this news as I tried but could not reach to it. Neither could I see details in Bulk deals in BSE website. Thanks

Got details in moneycontrol, strange bse website did not have bulk deal details.
I see lot of action in bulk deals. On June 28, Nalanda India fund sold 7% stake with 2 other funds buying total of only 1%, so net sell of 6% with no major buyers on June 28.

One June 29, Plutus fund bought 2.84%. All these deals on these two days happened in range of 1300-1350.

Any idea for how long was Nalanda india fund invested and why they cashed out completely. 7% out in one go. I guess these funds/FIIs/MFs are the ones who can resist the delisting well if they wish, so it is better if holdings are in strong hands…right?..more details here welcome!

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Evaluated thyrocare for a possible investment.

Reasons for not investing.

  1. Before nalanda sale, around 68 institutions held 27.7% shareholding. Of which even if pharmeasy managed to get 24% they would have the ability to delist the company. Now, since we know that 8.5% of the company equity was exchanged at price >1300 after the announcements. It is highly unlikely that these new shareholders will sell in open offer.
    So, eventually delisting is moving out of table(unless aggressive price is offered to minority).

Incase thyrocare is not delisted or reverse merged with Pharmeasy,

  1. Pharmeasy can cannibalise margins from thyrocare - making it a low margin commodity business.

  2. Pharmeasy competitors(Practo,1mg etc) who bring volumes to Thyrocare might move their relationship to other players for obvious reasons.

  3. Pharmeasy experienced the power of capitalism and story based fundraising in private markets & IPO is usually a time where people can exit their long term holding by paying minimal capital gains tax. It is highly unlikely that they will reversemerge without an IPO - so, eventually 2 listed entities ( which might merger later)

  • In case of eventually merger, pharmeasy will trade at super crazy valuations and thyrocare minority might be shortchanged.
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Interesting points, can you pls elaborate on this point that how Thyrocare minority might be shortchanged?
Also, if Pharmeasy tries to squeeze Thyrocare margins, means they would be playing around with the business of Thyrocare - Pricing etc. … why would they play around with business just for sake of merger…as business is what woud remain in the long run…

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I find it very interesting that Nalanda Equity sold out, they are one of the true blue PIPE PE’s who are very clear about the game they want to play. Their team has always stuck to listed companies that are run by managements they respect. They also want to be long term equity partners and never activist investors who go around telling managements how to run the business.

What we need to understand clearly is this - the founders of Pharmeasy are not the promoters of the company. The promoters for all practical purposes are the set of PE’s who own most of the stake in API Holdings as a unit and they are very much likely to do what is best for themselves.

For all the capital that PE’s have committed to India over the past many years, they need to get good exits to convert the paper valuation in an unlisted company to real valuation that can be cashed out at adequate liquidity. Watch out for all of the other new age companies that plan to list in India over the next 12 months, they are still in a cash burn mode and not yet sure how the listed market will receive the issue once the initial euphoria of listing is over. As a PE/QIB they may not be able to exit their entire stake in one shot, they might have to wait for an year+ for regulatory/other reasons.

It is not easy to course correct unit economics mid way without impacting perception and growth. When Michael Dell figured out that his company needed course correction, he took the company private to be able to make those tough decisions rather than make them under the scrutiny of a public company.

Public equity investors in India invest based on real profits, real cash flows and good unit economics. Every novice investor checks ROCE and ROE before investing. Very few seasoned MF/PMS managers will want a piece of a new age economy business with emerging unit economics when the valuation is sky high. It doesn’t matter much to them what the private market valuation of a business is.

So what is the next best option?

Acquire a decent sized business that has real cash flows that can complement the unhealthy unit economics of the new age economy company. Hence API Holdings acquires Thyrocare, then they tender an open offer which will most likely just be a formality and Thyrocare stays listed. In the meanwhile Pharmeasy continues to show tremendous growth at unhealthy unit economics by raising more capital. Each subsequent round of funding happens at a higher valuation, allowing the PE investors there to boost up the paper valuation to a much higher level.

After 12 months a complicated reverse merger/amalgamation/God knows what is proposed where API Holdings merges with it’s subsidiary and investors of Thyrocare are given shares in API Holdings at a valuation that they have no say in. It is not difficult for 7-8 PE firms to get together and get a valuation that is in their favor.

I just cannot see how the current structure of the deal can be favorable to investors who like to see healthy unit economics and real cash flows. The combined entity is likely to have much worse unit economics than Thyrocare standalone.

Nalanda cashing out pretty much tells us that they don’t like the deal they are likely to get a few quarters down the line. That they’d rather take their bets elsewhere than to trust the other activist PE investors to do what is good for minority investors. And they had 7% stake mind you, they still chose to walk rather than sit and evaluate how things will evolve.

If I were an existing investor in Thyrocare, I’d be evaluating things very carefully right now. In complicated deal structuring there will be so many factors behind the scenes that it is next to impossible for retail investors to figure out the incentives of the various parties involved.

This is just my inferential reasoning based on my understanding of how PE funds think and the challenges involved in taking a new age economy with poor unit economics public. I have no additional information than there is in the public media.

Do your own thinking and come to your own conclusions.

Disclosure: I have no position in Thryocare.

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I agree with some of the points you’ve made. However I beg to differ on some.

  1. To suggest that VCs pouring cash in startups are dumb is taking a very myopic and condescending view. They are not idiots. Most of these companies have fantastic gross margins and very high FCF margin once they get scale. The fact that public market investors in India are impatient and look for short term results is partly the reason why we don’t have many companies that have high R&D or have high frontloaded costs like biotech or tech companies.
  2. I take your point that we do not know how the corporate structure/governance would be or what unit economics Thyrocare would have. However, to suggest this deal is to boost paper profits is preposterous.

No position in stock.

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I think this is the most important point to think on. The founders have mere 13-15% stake in total…so yes the real control is of PE…if we consider Dr V also as a part of promoter group now, the promoter stake is still only 20%…definitely point to ponder

Do we have a history of PE managing to hurt minority investors in this manner in any prior merger/amalgamation? If 7-8 PE does this, this means majority of PE doing it and that does not throw PE community in good light. With many such new age businesses and transactions possible in future and PEs becoming more and more active in listed firms in India, can and will they do this? Is there no regulations around valuations/third party analysis/say…and how are such cases handled in developed economies like US where PE community is even more active? Thanks

Eventual merger swap ratio between super hot tech startup & low margin thyrocare maynot be favorably for thyrocare investors - just speculation.

Playing around pricing, lead origination fee % from thyrocare to Pharmeasy.
Infact for making pharmeasy numbers strong for Potential IPO, next fund raise, new acquisition they will have to make sure to charge higher % of thyrocare topline in referral fee. Value creation of that cash at pharmeasy balance sheet is far higher than thyrocare Balance sheet.
Also, These are business level decision and we cannot do anything about it. We will see margins getting compressed quarter on quater or operating leverage not kicking in with scale.

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Nothing condescending about my view, we don’t live in a bipolar world where things are either good or bad. What is good for one investor isn’t necessarily good for the other. Minority investors should watch out for their own interests, the large investors will anyway look out for theirs.

PE/VC’s aren’t dumb, they are just playing a different game. They have deep pockets and can fund loss making businesses for decades, throw competitors out and then monetize. While retail investors are short sighted relatively, we don’t have a 10 year view to most things in life. We also aren’t married to any of our investments, we can take our money elsewhere when we know the promoter (PE in this case) is probably playing a different game. Pharmeasy is just another business that is looking to organize the unorganized segment of pharmacy retail, there is no great R&D or product development involved in replacing the neighborhood pharmacy store and running an omnichannel fulfilment model. They make operating losses because their PE’s haven’t cared about making profits so far. Flipkart still burns cash even after being acquired by a behemoth like Walmart, their founding team also got ousted one way or the other. The nature of the game changes once the objectives of the promoter differ from that of the investor. What about those investors who have stayed invested because of the management? One needs to respect the importance of such transitions. Clearly the Nalanda folks don’t see the divergence as something that is in their best interests.

As for point (2) the thesis will anyway get proven/disproven over the next funding rounds, the valuation of API Holdings will be way higher by the time the next round of corporate structuring is considered while Thyrocare won’t move by 2x. If that happens, do the math if minority shareholders in Thyrocare are likely to get a good deal in the future. They will be trading a profitable, cash flow generating business for a business that has the potential of growth but at the cost of cash burn. Dr V is putting in 1500 Cr of his money into API Holdings but in return he does not even get a board seat and will have no operational role to play, what does that imply? Minority investors would have been more comfortable if he had held onto 1500 Cr of stake in Thyrocare rather than investing in the parent.

These aren’t accusations but possibilities that mature investors will need to consider. In deal structuring one needs to think like a pessimist and cover own interest, that is why you pay crores to a lawyer. To ensure that you do not get shafted.

For all you know this may turn out to be a good deal for minority investors in Thyrocare, but that does not mean we don’t think about this from all the angles. Wall Street in the US has screwed over the retail investors so many times through LBO/M&A/IPO’s and what not. When you deal with a party which has more financial and legal clout and clearly has more information than you do, you need to evaluate if it is a game worth playing any more. Complicated deal structuring can be used to obfuscate true intent, I am not sure if that is the case here but it is an angle that needs to be considered.

Most of us on this forum do not have the maturity or the legal expertise to understand whose interests are being protected at the expense of whom. We will never get to see what clauses are in the contract between the PE and API Holdings.

There are so many perspectives one needs to consider here…

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I have 2 points to make here -

  1. I do not think that Pharmeasy need to play around with Thyrocare to expand their valuation for any next round after listing etc. The Health tech domain is already sought after by the Tata’s, Ambanis and Amazons, now they have already bought Thyrocare…even if they just do business as usual and with integrity - still their valuation would keep rising in every next round for the foreseeable future

But this doesnt mean they cannot do what many have cautioned above, the point I make is that they may not need to do any of it and still prosper significantly to meet their targets.

  1. We need to see Nalanda exiting but Plutus entering as well…maybe Nalanda’s investment strategy is to keep things straightforward & simple with least clash of interest or maybe they had 7% in Thyrocare to have more say with management which now certainly they cannot as there are more other significant PEs into picture in API now…

In my earlier post, I did mention bigger threat is how Thyrocare is used post acquisition - as a customer acquisition tool…(interestingly customers may come to Phareasy because of Thyrocare but Pharmeasy can make it look otherway round as they own the online portal/apps)…also Dr V did mention this point and also that profits may come in other balance sheet (Pharmeasy)…but being cautious, I am a believer in the business and if Thyrocare manages to remain listed - it can thrive along with Pharmeasy and I believe even the diagnostic business to grow with the pace of managing the potential B2C customers from Pharmeasy, they need to acquire other diagnostic players…so may make some sense to keep it listed seperately if need be to raise funds for diagnostic expansion in future as well…

Disc: I am still evaluating the prospects and have been adding to my tracking position gradually at levels close to Open offer price. I maybe wrong in my assessments and this is no buy/sell recommendation.

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PE purposefully hurting the retail investors is far fetched and very unlikely to happen. At the end of the day, the market sets the price for listed company. So if the eventual roadmap for a PE is to create liquidity through the capital market route, they wouldn’t want to hurt anything at all.

The point is we do not know what the roadmap is, we also do not know if they will list the parent company first and then amalgamate. As a minority investor we just need to evaluate if the uncertainty is worth it, especially if they are other equally good businesses in the market which do not have these uncertainties.

If anything PE’s have a lot riding on listing some of the new age companies in India over the next 12-18 months, they will do their best to list their business at the best possible valuation. It is unlikely that there will be any malefic intent, just that they will act in their self interest which need not be aligned with the minority investors best interests. Even in such cases, the outcomes maybe good for the large investors but not for minority investors.

Actions based on furthering self interest are not the same as actions that have malefic intent, even if the end outcome is the same for the opposite party.

A PIPE fund which manages more than USD 1 Bn and was founded by someone who ran the India business for Warburg Pincus wants to keep things simple while minority shareholders are happy to live with complexity and uncertainty when they clearly have less information compared to the other bigger parties involved.

Think about that for a minute.

Nalanda selling by itself is not a big deal, they can sell for a variety of reasons. But this taken together with the fact that the erstwhile promoter is cashing out completely from the business being acquired and instead parking 1500 Cr in the parent company needs to be thought through. There is nothing wrong happening here, but I see incentives and interests that are divergent from minority shareholders. PE firms are usually happy to get credible people on board to steer the new age companies but in this case they aren’t giving a board seat to someone who built Thyrocare up from the scratch.

I have no commercial interest or stake involved in how things turn out, I just want to point out some possibilities which minority investors need to evaluate.

Do your own thinking and come to your own conclusions.

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@zygo23554 Your comment - “I find it very interesting that Nalanda Equity sold out, they are one of the true blue PIPE PE’s who are very clear about the game they want to play. Their team has always stuck to listed companies that are run by managements they respect.”

Any idea why Nalanda sold their 9% stake in Mindtree in Jun2019 after L&T takeover…in hindsight its clear they hv missed a 2.5x return…and still counting. Mindtree looked like a good biz then. As this looks quite contrary to your statement above, so thought of asking you!!
Or is there a pattern here…that maybe Nalanda just doesnt like takeovers
Or is that usually the case in takeovers that some or most existing instl investors sell for a variety of reasons
Or maybe they thought L&T doesnt sound like a great home for Mindtree…rhymes with the reasons being quoted here for PharmEasy PE investors

VP is such a great platform…am forever thankful to Donald that we get to learn from seasoned investors like you who are truly concerned about minority shareholders. Thanks.

Also, pls do share if you have done enough research on Thyrocare and esp PharmEasy and what does your research tell you.

And if not pls do confirm if you feel that this deal being recent and one of its kind may warrant a little more research on a number of areas esp PharmEasy than to just take one aspect that its a PE driven deal and decide whether to buy or sell or hold!!

Rgds
RR
Disc: Invested

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I agree with your broader point. The parent entity looks more interesting to me from an investment POV.

Instead of highlighting one not so good eg. of cash burn, would urge you to take a look at some US listed examples. Making losses is alright if the opportunity ahead is huge. Most similar companies have high frontloaded costs, but have extremely good cashflows(FCF margin of 30-50%) once you taper off marketing expense and R&D.

Below are two good resources to illustrate this point better:

images - 2021-07-01T014113.825

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No inconsistency at all, if anything Nalanda has been consistent in their thought process and execution. The moment the incumbent promoter exited, they cashed out and put their money to work elsewhere in both the Mindtree and the Thyrocare scenarios.

Some investors prioritize investment philosophy over outcomes, since they have experienced that good process leads to good outcomes over time. Mindtree may have given 2x+ but L&T Infotech has given 2x+ too and that precisely is the point here. As an investor in L&T Infotech I was hardly bothered when L&T took over Mindtree, but if I were a Mindtree investor I would have done some serious thinking. Business quality of Mindtree doesn’t change too much post the takeover but the question of how the minority investor will be treated eventually remains.

The outcome can be good or bad but the key Q for minority investors is to evaluate if they want to take this bet. Or do they take their bets elsewhere where the possibility of complicated deal structuring is not there. This is an investment philosophy based question and not that of what the outcome will be. For good investors get good outcomes more often than not, one can let go of 20 good opportunities and still compound at 20%.

Coming to the Pharmeasy business, the possibilities are interesting no doubt. Indian domestic Pharma market (excluding exports) is 1.3 lakh Cr of which retail pharmacy accounts for a good bulk of the channel. At 13-15% organized penetration this segment has a long way to go, the retailer margins in pharmacy are in the range of 20-22%. It is also interesting that these organized retail pharmacy stores also sell some consumer products along with medicines and OTC wellness products. This trend is only growing and can be verified from initiatives taken by a few FMCG companies. Marico has a well defined plan to increased distribution footprint with the organized retail pharmacies now, they have traditionally not focused on that segment.

So this business segment will have an addressable GMV of 1 lakh Cr+ with a revenue potential of 20,000 Cr+ p.a. Organized is 15% of this right now but can be expected to get to 30%+ share in 5-6 years time. No wonder all big behemoths like Reliance, Tata and Amazon want a piece of the action here. They all have deep pockets and can play the cash burn game for a decade if it comes to that.

But can they play the cash burn game in a listed company where investors expect to see profits and cash flows? We don’t have the answer yet in India.

Will Pharmeasy be a dominant player here in 5-10 years time? No inputs on that since the segment is only evolving and is likely to see cash burn over many years for this very reason. It is also not easy to get relevant information on private companies.

If so, where is the disconnect one may ask.

Dr Lal Pathlabs is valued at 27,000 Cr and there are always debates about whether the business is overvalued.
Abbott India is valued at 35,000 Cr and is a leading domestic formulations player growing at 13-14% and makes 40%+ ROCE
Alkem Labs which gets 66% from domestic pharma and makes a PAT of 1,500 Cr is valued at 38,000 Cr
Pharmeasy is already valued at USD 4 Bn. Says who? The PE’s who value the company based on a completely different set of criteria

This is the disconnect that will have to be reconciled as private market valuation meets public market valuation face to face, very soon.

@RedEPS - How the public markets ecosystem in India will look at the new economy companies remains to be seen, good thing is we will known in 2-3 years since many will list over the next 12-18 months. Developed markets in the US and Europe have shown the willingness to wait for eventual value creation, if the Indian market too agrees things will get interesting for sure.

Just that we don’t have that answer yet. We can wait and watch for some years before making a decision since the growth runway is very long in India. Developed markets saw organized markets before tech disruption came, in India organization of markets and tech disruption is happening at almost the same time. Obscenely high growth rates can be possible in India for this reason, assuming the new age companies manage to get their formula right.

The limited number of new age companies that have listed so far do not inspire confidence going by the share price movement since listing. Case in point - Just Dial, Infibeam. Watch their growth rates pre listing and post listing. Do the same for some other PE backed companies like SH Kelkar and TCNS Clothing. The general trend has been that the business runs on steroids till it is private but once it lists and the demands of the new set of investors vary, growth rates tend to suffer. I do not have any views on cause and effect here, but the trend is interesting for sure.

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In his recent interview, Zerodha’s Nithin Kamath spoke on precisely this point.

One major concern for me is that a lot of these startups are growing quickly now because of being nimble. But the moment you get listed you cannot go into whatever you want because you are answerable to a million investors. So potentially, you might lose a bit of your risk-taking ability, which was the reason for your growth initially.

Do you think startups understand the amount of regulatory scrutiny they will be under once they go public? Do you think these companies are ready?

Running a startup and running a listed business is very different, it takes a lot of management bandwidth to manage board meetings, analyst calls, presentations. So it will be interesting to see how founders manage to deal with that. But again we cannot paint every company with the same brush.

Look at Burger King’s recent IPO; it is a loss-making company but its share price has done well.

Let us see what the retail part of all these IPOs are. For most companies, the prices are set by institutional players. If Paytm or any one of them are planning to go IPO, that means there is enough institutional demand. And institutions are smart. They are probably trying to change their way of valuing companies too. But then, the risk is that after going public if growth disappears, it might be a problem

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Value creation here is mostly a function of 1 huge winner that compensates for many losers. The problem with either of these companies is that they were competing with much bigger global competitors(Google and Amazon), with much lesser resources. It is wrong to paint all the companies with a similar brush. It’s like saying a Sanwariya Consumer failed in India while Pepsico succeeded in US. There are a lot of interesting startups that I would like to buy equity in, don’t care what the market thinks short term. Short term mis-pricing usually does create meaningful long term alpha, however being selective in this space is super important. 8/10 stocks will likely goto 0, while 2/10 do extremely well and that’s perfectly OK.

Developed markets in the US and Europe have shown the willingness to wait for eventual value creation, if the Indian market too agrees things will get interesting for sure.
The limited number of new age companies that have listed so far do not inspire confidence going by the share price movement since listing

US market also felt the same way pre-pandemic. There were fantastic companies growing at 45% available at normalised post-scale EV/EBITDA of 2-3x that were hated by the market just because they were loss making. Then they shot up 5-20x in a year when the market realised it was wrong. Price action is no reason to buy or not buy a stock.

I somehow get the impression that you feel the whole game of burning cash is to dump the stock on public markets. Amazon, Tata, Reliance are not idiots to burn cash without them seeing big FCF and profits later down the line and just to somehow dump the equity on public markets. When you study these businesses, they have extremely high gross profits, high pricing power and little capex need, meaning huge FCF generation when R&D and marketing expenses level off. I would highly recommend you to read the book “Zero to One”. Perhaps it would give you a different perspective.

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I think we may have some answers in the likes of PE controlled Burger King India and even Westlife where listed companies burn cash for revenue growth and profits will come later, if and when they come…both are highly valued firms, specially Burger King India…

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