JOHANNESBURG/ MUMBAI Drug company Cipla Medpro CPMJ.J is expected to demand more than the $215 million on offer from Indian suitor Cipla Ltd to reflect a lucrative government contract win that will increase its earnings power.
But the board of South Africa's No. 3 drug company should tread carefully in raising the stakes in this takeover deal because Cipla Ltd (CIPL.NS) provides the bulk of the drugs it sells.
Cipla Ltd is to offer 8.55 rand per share for a 51 percent stake in Cipla Medpro. The Indian group supplies drugs to the Cape Town-based company, but has never owned a stake.
"It would be prudent for Cipla Medpro's board to go back to Cipla Ltd and try a get a better deal to reflect this contract win," said one banker, not involved in the process.
The Johannesburg stock market is already betting on a sweetened offer from the Indian firm, which has the second largest share of India's $13 bln drug sector.
Cipla Medpro shares are about 4 percent above Cipla's proposed 8.55 rand offer price.
The Indian company's so-called "south-south" takeover bid shows the attractions of South Africa's high-growth markets and rising population for drug companies focused on low-priced medicines that are off patent.
The deal would give Cipla Ltd more clout in South Africa, where the government is introducing a national health insurance plan heavily reliant on the use of generic drugs.
Cipla swooped in November when Cipla Medpro was under a cloud after chief executive Jerome Smith quit following allegations of awarding payouts without board approval.
Its shares were then about 7.7 rand each, putting Cipla's offer at a premium of about 11 percent.
Analysts and industry rivals said Cipla Ltd's price was "opportunistic" in the wake of the CEO scandal.
"Given the inherent prospects of the business, I don't think Cipla Ltd would get 51 percent at this price, they are going to have to offer more," said Anthony Clark, an analyst at Vunani Securities.
Just days after Cipla's bid proposal, Cipla Medpro was awarded a 1.4 billion rand ($159 million) share of a $667 million government two-year contract to supply of HIV/AIDS drugs to public hospitals.
Analysts estimate Cipla Ltd stands to get revenues of $30-40 million annually from the contract if it gains control of Cipla Medpro.
But some analysts said Cipla Medpro cannot afford to get too tough over the bid price because the company relies so heavily on the Indian firm's commitment to supply the bulk of its medicines.
The supply deal was spearheaded by Smith, the former CEO and founder of the company. There had been speculation Smith's departure could affect Cipla Medpro's relationship with Cipla.
The success of the takeover would remove these doubts and cement the relationship.
"Cipla Medpro is worth more with a 51 percent shareholding, as it reduces the market's concerns regarding the sustainability of the supply agreement," said Mathew Menezes, an analyst at Avior Research in Johannesburg.
Cipla Ltd's proposed offer, worth 1.9 billion rand, according to Reuters calculations, values Cipla Medpro at around 3.8 billion rand.
This is less than the company's enterprise value of around 4.4 billion rand, made up of its market capitalisation, debt and certain other considerations, according to Reuters data. Net debt was around 371 million rand as at end-June 2012, according to a company statement.
"Cipla, being the supplier of drugs to Cipla Medpro, is the key driver for the performance of the South African company. Therefore, I think, they will seek a better offer from Cipla rather than rejecting it," said Deepak Malik, analyst at brokerage Emkay Global in Mumbai.
Cipla Ltd's director S. Radhakrishnan said no talks had taken place around the price as it was still doing due diligence. Cipla Medpro declined to comment.
Cipla Medpro is required to update the stock market every six weeks about the takeover talks. The company gave an update on January 8 when it said talks were continuing without giving details. The next update is expected around the last week of February.
($1 = 8.8208 rand)
(Editing by Ed Stoddard and Jane Merriman)