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Orion Group Interim Report January-March 2019
By: Nasdaq / GlobeNewswire - 25 Apr 2019Back to overview list


ORION CORPORATION       INTERIM REPORT JANUARY-MARCH 2019                25 APRIL 2019 at 12.00 EEST

 

Orion Group Interim Report January-March 2019

Net sales in January-March 2019 totalled EUR 241 million
(EUR 247 million in January-March 2018).

  • Operating profit was EUR 55 (70) million.
  • Profit before taxes was EUR 54 (69) million.
  • Equity ratio was 52% (53%).
  • ROCE before taxes was 26% (37%).
  • ROE after taxes was 25% (37%).
  • Basic earnings per share were EUR 0.30 (0.38).
  • Cash flow per share before financial items was EUR 0.40 (0.39).
  • Financial objectives remain unchanged.
  • Outlook remains unchanged.

 

ORION'S KEY FIGURES FOR THE REVIEW PERIOD  

  1-3/19 1-3/18 Change % 1-12/18
Net sales, EUR million 241.0 247.2 -2.5% 977.5
Operating profit, EUR million 55.0 69.8 -21.2% 252.8
  % of net sales 22.8% 28.2%   25.9%
Profit before taxes, EUR million 53.9 68.7 -21.4% 248.4
  % of net sales 22.4% 27.8%   25.4%
Income tax expense, EUR million 11.1 14.9 -25.4% 51.0
R&D expenses, EUR million 26.4 25.7 +2.9% 104.0
  % of net sales 11.0% 10.4%   10.6%
Capital expenditure, EUR million 6.1 9.7 -37.1% 64.8
  % of net sales 2.5% 3.9%   6.6%
Assets total, EUR million 1,199.7 1,016.0 +18.1% 1,146.7
Equity ratio, % 51.5% 53.3%   68.8%
Gearing, % -30.1% 22.8%   -17.1%
Interest-bearing liabilities, EUR million 158.3 190.1 -16.7% 151.5
Non-interest-bearing liabilities, EUR million 434.5 286.1 +51.9% 222.1
Cash and cash equivalents and money market investments, EUR million 341.2 76.8 +344.2% 283.7
ROCE (before taxes), % 26.2% 37.3%   44.3%
ROE (after taxes), % 24.8% 36.7%   45.5%
Basic earnings per share, EUR 0.30 0.38 -19.1% 1.40
Diluted earnings per share, EUR 0.30 0.38 -19.1% 1.40
Cash flow per share before financial items, EUR 0.40 0.39 +3.4% 2.32
Equity per share, EUR 4.31 3.54 +21.8% 5.50
Personnel at the end of the period 3,184 3,161 +0.7% 3,154
Average personnel during the period 3,183 3,166 +0.5% 3,179
Personnel expenses, EUR million 55.1 51.1 +7.9% 200.7

The Diagnostics business, sold on 30 April 2018, has been reported as a discontinued operation since the interim report 1-3/2018 and is not included in consolidated statement of comprehensive income. The comparative balance sheet at 3/2018 contains the assets and liabilities of the discontinued operation.

President and CEO Timo Lappalainen:

Marketing authorisation applications for darolutamide submitted in main markets

"Orion's key objective in the upcoming years is to systematically strive for growing more rapidly than the growth in the market and to increase our net sales to EUR 1.5 billion by 2025. The capital gain from the sale of the Orion Diagnostica business division in 2018 allows additional investments in our own pharmaceutical research as well as in strengthening our sales and marketing efforts, among other things. It also allows us to maintain the good level of dividends. The growth projects will burden the profit in 2019, but at the same time the investments lay an important basis for our growth targets.

In the first quarter of 2019 Group net sales were EUR 241 (247) million and operating profit was EUR 55 (70) million.

Our single most important growth project during the next few years is the development of the prostate cancer drug darolutamide. The first findings of the randomised (Phase III) ARAMIS clinical trial were presented at the American Society of Clinical Oncology Genitourinary Cancers Symposium ASCO GU 2019 on 14 February 2019. The results were simultaneously published in The New England Journal of Medicine, a prestigious medical journal. The results showed a statistically significant improvement in metastasis-free survival (MFS) for darolutamide plus androgen deprivation therapy (ADT) in patients with non-metastatic castration resistant prostate cancer (nmCRPC). Darolutamide plus androgen deprivation therapy was associated with few adverse effects compared with placebo plus androgen deprivation therapy. In late 2018, Bayer started discussions with health authorities regarding the submission for a marketing authorisation, and applications were submitted in the review period in the United States, Japan and Europe.

If FDA were to grant the application a priority review status, the product could be launched in the United States already at the end of this year. We expect to receive information about the application process during April. We are eligible to receive significant milestone payments upon first commercial sales, which amount to EUR 45 million in the United States. We also continue our ongoing trial with Bayer which evaluates darolutamide in patients with metastatic prostate cancer. Darolutamide's commercial potential will grow significantly if this second Phase III clinical trial (ARASENS) yields positive results in around 2022.

The agreement in early December to reacquire the sales and distribution rights for the Parkinson's disease drug Stalevo from Novartis is a concrete action to reinforce Orion's growth targets in Europe. After the review period in early April, the European sales and distribution rights for Comtan were also reacquired by Orion. The repatriation of the Stalevo sales rights will initially increase sales by about EUR 20 million on annual level and that of Comtan sales rights by a few million euros. 

Last year we also made the decision to start on our own a Phase III clinical trial (REFALS) evaluating orally administered levosimendan (ODM-109) for the treatment of symptoms of amyotrophic lateral sclerosis (ALS). We will invest approximately EUR 60 million over three years in this project. Patient recruitment for the project has proceeded as planned in the first quarter.

Orion has launched a Phase I clinical trial on the new ODM-209 molecule. This molecule is a selective hormone synthesis inhibitor much like the ODM-208. The trial will investigate the safety and tolerability of the drug candidate in breast cancer and prostate cancer patients. 

Orion has decided that it will not independently pursue a trial on the drug candidate for the treatment of symptoms of Parkinson's disease in which a new levodopa/carbidopa formulation is combined with the COMT inhibitor (ODM-104), but will rather look for a potential partner for the project.

Net sales of Proprietary Products decreased slightly from the comparative period. At the moment its most important growth source is the Easyhaler product family for the treatment of asthma and COPD. Due to additional sales following the reacquisition of the Stalevo and Comtan sales and distribution rights, Orion's branded Parkinson's drugs sales are expected in 2019 to remain at the same level as in the previous year despite continuously expanding generic competition. Sales of Dexdor intensive care sedative remained at a good level, growing in most of the countries despite generic competition having expanded to several European countries. The drug's indication patent expired at the end of March. Also the sales of Simdax, a drug for treatment of acute decompensated heart failure, increased.

Net sales of Specialty Products continued to decrease in Finland due to price competition. We expect prices to continue decreasing in 2019, but we estimate the impact on sales to be slightly lower than in 2018.

The ongoing projects supporting growth are expected to burden Orion's profit in 2019 by an estimated
EUR 30 million. This comprises clearly increased depreciation as well as investments in sales and marketing and research. At the same time, operating profit is burdened by intense price competition in the market and gradually expanding generic competition for Orion's old proprietary drugs.

The outlook remains unchanged. Orion estimates that its net sales in 2019 will slightly increase from 2018. Projected net sales include a possible EUR 45 million milestone payment related to the commercialisation of darolutamide. Operating profit is projected to be on the same level as in 2018. The projection includes the possible EUR 45 million milestone payment associated with the commercialisation of darolutamide as well as significant investments in actions to generate growth. The complete outlook estimate and the basis for it can be found in this report under 'Outlook for 2019' and 'Basis for outlook'."

Events during the period

4 Jan 2019      Orion and Fifth Corner Inc. announced cooperation to seek new solutions to improve the quality of life of prostate cancer patients.

9 Jan 2019      The Nomination Committee of Orion Corporation gave its recommendation to the Board of Directors for the proposal to the Annual General Meeting 2019 concerning the composition of the Board of Directors to be elected.

4 Feb 2019      Orion announced the intention to start an open label extension study to the REFALS Phase III clinical trial, studying the effect of oral levosimendan in patients with amyotrophic lateral sclerosis (ALS).

6 Feb 2019      Orion's Board of Directors made a decision regarding a new share-based incentive plan for key persons.

11 Feb 2019    Orion and Propeller Health partnered to bring new digital medicines to people with asthma and COPD.

14 Feb 2019    The findings of the ARAMIS clinical trial were presented at the American Society of Clinical Oncology Genitourinary Cancers Symposium (ASCO GU) 2019.

27 Feb 2019    The rolling submission to FDA for darolutamide in the United States completed.

1 Mar 2019      Orion transferred altogether 47,279 Orion Corporation B shares held by the Company as a share reward for earning periods 2016-2018 and 2018 to the key persons employed by the Orion Group and belonging to the share-based incentive plan of the Orion Group.

5 Mar 2019      Marketing authorisation application for darolutamide was submitted in Japan.

8 Mar 2019      Marketing authorisation application for darolutamide was submitted in Europe.

26 Mar 2019    Orion Corporation's Annual General Meeting was held in Helsinki.

 

 

Events after the period

1 Apr 2019      The sales and distribution rights in certain European countries for the Parkinson's disease drug Comtan®, developed by Orion, transferred back to Orion from Novartis. Orion estimates that the return of the sales rights will initially increase its Comtan sales by several million euros on annual level.

News conference and teleconference

A news conference and teleconference on the published results will be held on Thursday 25 April 2019 at 13.30 EEST at Orion's head office (address: Orionintie 1A, Espoo). President and CEO Timo Lappalainen will give a brief presentation in English on the financial review.

The event can be followed as a live webcast accessible on Orion's website at www.orion.fi/en/investors. After the presentation, questions can be asked also via teleconference in Finnish and English.

The conference call ID is 773630 and the telephone numbers to participate in the teleconference are:


Finland: +358 (0)9 7479 0360
Sweden: +46 (0)8 5033 6573
United Kingdom: +44 (0)330 336 9104
United States:  +1 323-794-2095

News conference recordings

A recording of the webcast of the event in English and a recording of the presentation by the President and CEO in Finnish will be published on Orion's website during Thursday 25 April 2019.

Financial report material

Financial reports and related presentation material will be available at www.orion.fi/en/investors promptly after publication. The website also has a form for subscribing to Orion's releases.

Dates in Orion calendar 2019

Capital Markets Day
Half-Year Financial Report January-June 2019
Interim Report January-September 2019
Wednesday 22 May 2019
Wednesday 17 July 2019
Wednesday 23 October 2019

Capital Markets Day 2019

Orion will host a Capital Markets Day for analysts, institutional investors and media in Helsinki on Wednesday, 22 May 2019. The programme will be published closer to the event.

For additional information about the report:

Jari Karlson, CFO                                       tel. +358 50 966 2883

www.orion.fi/en/investors 

Financial review for 1 January-31 March 2019

Net sales

Orion Group's net sales in January-March 2019 totalled EUR 241 (247) million, a decrease of 3%. Exchange rates impacted net sales positively by EUR 2 million.

Operating profit

The Orion Group's operating profit was down by 21% at EUR 55 (70) million.

Gross profit from product sales was EUR 2 million lower than in the comparative period. The negative effect of net sales calculated in local currencies on gross profit was EUR 3 million, and change in margins also affected the gross profit negatively. Exchange rate changes had a EUR 2 million positive effect on the gross profit.

Milestone payments, royalties and service sales had a negative effect of EUR 3 million. The decline in other operating income also had a EUR 3 million negative impact on the operating profit.

Operating expenses were up by EUR 7 million.

Operating expenses

The Group's sales and marketing expenses totalled EUR 52 (46) million. The growth was due to depreciation associated with the reacquisition of European rights for Stalevo as well as investments in the sales of the Easyhaler product portfolio in particular.

R&D expenses were EUR 26 (26) million. They accounted for 11% (10%) of the Group's net sales. Research projects are reported in more detail under 'Business Review'.

Administrative expenses were EUR 11 (10) million.

Other operating income and expenses were EUR 0 (3) million.

Group's profit

Profit for the period was EUR 43 (57) million.

Basic earnings per share were EUR 0.30 (0.38). Equity per share was EUR 4.31 (3.54).

The return on capital employed before taxes (ROCE) was 26% (37%) and the return on equity after taxes (ROE) 25% (37%).

 

Financial position

The Group's gearing was -30% (23%) and the equity ratio 52% (53%).

The Group's total liabilities at 31 March 2019 were EUR 593 (476) million. At the end of the period, interest-bearing liabilities amounted to EUR 158 (190) million, including EUR 5 (150) million of long-term loans.

The Group had EUR 341 (77) million of cash and cash equivalents and money market investments at the end of the period. The cash and cash equivalents are invested in short-term money market instruments issued by financially solid financial institutions and corporations.

Non-interest bearing liabilities at the end of the period include dividends that were deducted from equity in March but only paid out in early April. In the comparative period, dividends were paid in March.

Orion signed a EUR 100 million loan agreement with the European Investment Bank in January 2019. The loan is to be raised in 2019.

Cash flow

Cash flow from operating activities was EUR 64 (68) million. Cash flow declined less than the operating profit due to a decrease in cash tied up in working capital.

The cash flow from investing activities was EUR -7 (-14) million.

The cash flow from financing activities was EUR -1 (-141) million. The change is due to the fact that in the comparative period, dividends were paid in March, while in 2019 they were paid only after the review period in April.

Capital expenditure

The Group's capital expenditure totalled EUR 6 (10) million. This comprised EUR 5 (9) million on property, plant and equipment and EUR 1 (1) million on intangible assets.

Key business targets for 2019

  • Preparing for the launch and commercialisation of the prostate cancer drug darolutamide in collaboration with Bayer, assuming that the marketing authorisation process progresses as planned. Continued research and development collaboration in the ARASENS trial (metastatic prostate cancer) to expand the indication.
    • Marketing authorisation applications submitted in main markets.
    • With recruitment completed, the ARASENS trial continues as planned.
  • Development of orally administered levosimendan (ODM-109) for ALS in phase III clinical trial and preparation for its possible commercialisation. In research and development, the potential of different projects are reviewed with consideration of the total research portfolio.
    • Patient recruitment is proceeding as planned.
  • Strengthening Orion's position as the most significant provider of generic drugs in Finland and competitive pricing. Development of a competitive product portfolio in Specialty Products and strengthening of product launches.
    • Orion's sales volume in Finland grew faster than the market.
  • Accelerating the growth of the Easyhaler product family and strengthening its market position. The launch of the salmeterol-fluticasone Easyhaler progressing in Europe.
    • Easyhaler product family sales increased by 21 per cent.
  • Evaluation of new in-licensing opportunities in Europe, particularly in the area of hospital care.
    • The work continues.

Orion regularly monitors the progress of these goals in its financial reports.




Outlook for 2019 (issued on 6 February 2019)

Orion estimates that in 2019 net sales will be slightly higher than in 2018 (net sales in 2018 were EUR 977 million). The estimated net sales include the possible EUR 45 million milestone payment associated with the commercialisation of darolutamide.

The operating profit is estimated to be at the same level as in 2018 (operating profit in 2018 was EUR 253 million). The estimated operating profit includes the possible EUR 45 million milestone payment associated with the commercialisation of darolutamide as well as significant investments in actions to generate growth.

Basis for outlook in more detail

Orion continues persistent actions to generate growth more rapidly than growth of the market in the long term. The ongoing projects supporting growth are expected to burden Orion's profit in 2019 by an estimated EUR 30 million. This comprises clearly increased depreciation as well as investments in sales and marketing and research. At the same time, operating profit is burdened by intense price competition in the market and gradually expanding generic competition for Orion's old proprietary drugs.

Net sales

The sales of the Easyhaler® product family will continue to grow also in 2019 due to combined formulations (budesonide-formoterol and salmeterol-fluticasone) launched in the past few years.

Orion reacquired from Novartis the European sales and distribution rights for the Parkinson's drugs Stalevo and Comtan in December 2018 and April 2019, respectively. Due to the anticipated additional sales of slightly over EUR 20 million following the transactions, the sales of Orion's branded Parkinson's drugs (Comtess®, Comtan® and Stalevo®) are estimated to remain at the same level as in the previous year despite continuously expanding generic competition.

In several European countries, marketing authorisation has been granted for a generic version of Dexdor®. Generic competition commenced in Germany in 2017 and expanded to a few other European countries during 2018. In 2019, generic competition is estimated to further expand in the EU, and the sales of the product to turn to decline. Orion has also been informed that a marketing authorisation application has been filed for a generic version of Simdax® in Europe. It is, however, difficult to estimate the impact of generic competition on the sales of Dexdor and Simdax. The patent for the Simdax molecule expired in September 2015 but this is still not expected to have a material impact on sales of the product in 2019. Orion is continuing actions to defend its rights.

Sales of generic products account for a significant proportion of Orion's total sales. Competition in Finland, the most important generic market for Orion, remains intense in 2019. However, product launches continue to support Orion's position as market leader in Finland. At the beginning of 2017, changes were made to the pricing system for substitutable prescription drugs in Finland by narrowing the so-called price band. The change caused an estimated EUR 15 million yearly sales decline both in 2017 and 2018. Thus the cumulative two-year negative impact was around EUR 30 million. The 2019 outlook assumes that the impact of the system change and its effect in lowering prices will still be significant, but slightly smaller than in the two previous years. In the first quarter of 2019, the sales of reference priced drugs in the Finnish market declined by 10% and the sales of Orion's reference priced drugs declined by 7% (Source: Pharmarket sales statistics 1-3/2019).

In 2017, the EUR 57 million sales of the biosimilar Remsima® generated a significant portion of the growth in net sales of the Specialty Products business division, but in 2018 Remsima sales were materially lower due to intensified competition and declined price level. Besides Remsima, Orion has launched other biosimilars, such as Ritemvia® (rituximab) and Amgevita® (adalimumab). As a whole, the sales of biosimilars are expected to be at the same level in 2019 as in the previous year.

Collaboration agreements with other pharmaceutical companies are an important component of Orion's business model. Agreements often include payments recorded in net sales that vary greatly from year to year. Forecasting the timing and amount of these payments is difficult. In some cases they are conditional on, for instance, the progress or findings of research projects, which are not known until studies have been completed. On the other hand, neither the outcome nor the schedule of contract negotiations is generally known before the final signing of the agreement. The possible EUR 45 million milestone payment associated with the commercialisation of the prostate cancer drug darolutamide in the United States is included in the outlook for 2019. However, there is still significant uncertainty regarding its timing. Earliest the milestone can materialize during fourth quarter of 2019.


Expenditure

The start of production at Fermion's new manufacturing plant in Hanko increases production costs by around EUR 3 million following depreciation. The investment is an important part of Orion's preparation for the future. In the short term, however, increased depreciation has a negative impact on profit since the new plant replaces the one built in the 1970s.

Marketing expenditure will be higher than in the previous year due to additional promotion of sales of the Easyhaler product portfolio in countries where these products have been launched in recent years. In 2019, expenditure will also be increased by a EUR 11 million depreciation related to the acquisition of European sales and distribution rights for the Parkinson's drug Stalevo. Orion paid USD 24.5 million for the transfer of the sales rights in December 2018, and the investment will be depreciated over two years.

Because the registrations and launches of new products are projects that generally take more than a year, the increases in resources and other inputs required in 2019 were mainly planned during the previous year.

Research and development costs are estimated to be higher than in 2018, in particular due to the Phase III REFALS clinical trial evaluating levosimendan (ODM-109) for the treatment of symptoms of ALS. Of the EUR 60 million total investment in the roughly three-year trial, it is estimated that more than EUR 25 million will be spent in 2019. Research and development costs are partly the Company's internal fixed cost items, such as salaries and maintenance of the operating infrastructure, and partly external variable costs. External costs arise from, among other things, long-term clinical trials, which are typically performed in clinics located in several countries. The most important clinical trials scheduled for 2019 are either continuing from the previous year or at an advanced stage of planning, therefore their cost level can be estimated rather accurately. However, the accrued costs are materially affected by collaboration arrangements and how the costs arising are allocated between Orion and its collaboration partners. For instance, Bayer is paying the majority of the darolutamide research costs.

Investments

The Group's total capital expenditure in 2019 is expected to be lower than in 2018, when capital expenditure was EUR 65 million.

Near-term risks and uncertainties 

The reacquisition of European sales and distribution rights for Stalevo and Comtan will generate additional sales for Orion's branded Parkinson's drugs in 2019. On the other hand, sales will decline due to continued generic competition. These effects have been taken into account in the outlook estimate for the current year. However, they still entail uncertainty that may materially affect the accuracy of the estimate made at this stage.

The basic Dexdor and Simdax patents have expired and Dexdor's indication patent expired at the end of March 2019. In several European countries, marketing authorisation has been granted for a generic version of Dexdor. Generic competition commenced in Germany in 2017 and expanded to a few other European countries during 2018. In 2019, generic competition is estimated to further expand in the EU, and the sales of the product to turn to decline. Orion has also been informed that a marketing authorisation application has been filed for a generic version of Simdax in Europe. It is, however, difficult to estimate the impact of generic competition on the sales of Dexdor and Simdax. As regards Simdax, the possible generic competition is still not estimated to materially impact its sales in 2019.

Sales of individual products and also Orion's sales in individual markets may vary, for example depending on the extent to which the ever-tougher price and other competition prevailing in pharmaceuticals markets in recent years will specifically focus on Orion's products. Deliveries of Parkinson's drugs to Novartis, the most important collaboration partner, are based on timetables that are jointly agreed in advance. Nevertheless, they can change, for example as a consequence of decisions by Novartis concerning adjustments of stock levels. In addition, changes in market prices and exchange rates affect the value of deliveries to Novartis.

The structural exchange rate risk due to the US dollar has decreased in recent years because the share of Orion's net sales invoiced in dollars has fallen to below ten per cent and at the same time the value of purchases in dollars has increased. The greatest exchange rate risk at present relates to European currencies such as the Swedish crown and British pound. However, the overall effect of the risk due to currencies of European countries will be abated by the fact that Orion has organisations of its own in most of these countries, which means that in addition to sales income, there are also costs in these currencies. Changes in the Japanese yen exchange rate have become more important as sales of Parkinson's drugs in Japan have increased. The exchange rate effect related to the Russian rouble has increased due to the strong volatility of the currency. However, Russian sales are not a significant portion of Orion's entire net sales.

Orion's broad product range may cause risks to the delivery reliability and make it challenging to maintain the high quality standard required in production. Authorities and key customers in different countries undertake regular and detailed inspections of development and manufacturing of drugs at Orion's production sites. Any remedial actions that may be required may at least temporarily have effects that decrease delivery reliability and increase costs. Orion's product range also includes products manufactured by other pharmaceutical companies. Possible problems related to the delivery reliability or quality of the products of those manufacturers may cause a risk to Orion's delivery reliability. The single-channel system used for pharmaceuticals distribution in Finland, in which Orion's products have been delivered to customers through only one wholesaler, may also cause risks to delivery reliability. To ensure deliveries, in addition to Oriola Finland Oy, there are also other distributors temporarily distributing certain Orion products.

Research projects always entail uncertainty factors that may either increase or decrease estimated costs. The projects may progress more slowly or faster than assumed, or they may be discontinued. Nonetheless, changes that may occur in ongoing clinical studies are reflected in costs relatively slowly, and they are not expected to have a material impact on earnings in the current year. Owing to the nature of the research process, the timetables and costs of new studies that are being started are known well in advance. They therefore typically do not lead to unexpected changes in the estimated cost structure. Orion often undertakes the last, in other words Phase III, clinical trials in collaboration with other pharmaceutical companies. Commencement of these collaboration relationships and their structure also materially affect the schedule and cost level of research projects.

Collaboration arrangements are an important component of Orion's business model. Possible collaboration and licensing agreements related to these arrangements also often include payments to be recorded in net sales that may materially affect Orion's financial results. In 2014-2018 the annual payments varied from EUR 5 million to EUR 39 million. The payments may be subject to certain conditions relating to the development of research projects or sales, and whether these conditions are triggered and the timing of triggering always entail uncertainties. The possible EUR 45 million milestone payment associated with the commercialisation of the prostate cancer drug darolutamide in the United States is included in the outlook for 2019. However, there is still significant uncertainty regarding its timing. Earliest the milestone can materialize during fourth quarter of 2019.

Orion's dividend distribution policy

Orion's dividend distribution takes into account the distributable funds and the capital expenditure and other financial requirements in the medium and long term to achieve the financial objectives.

Financial objectives

Through the financial objectives Orion aims to develop the Group's shareholder value and ensure financial stability and profitable growth. Orion's financial objectives are:

  • Growing net sales more rapidly than growth of the pharmaceuticals market. Achievement of this objective requires continuous investment in development of the product portfolio.
  • Maintaining profitability at a good level. The aim is operating profit that exceeds 25% of net sales.
  • Keeping the equity ratio at least 50%.
  • Distributing an annual dividend that in the next few years will be at least EUR 1.30 per share, and increasing the dividend in the long term.

In the short term what actually happens may deviate from the objectives.

R&D projects that have made promising progress will probably somewhat increase the Company's research expenses in the next few years. However, agreements already made relating to research projects and their good progress, and possible new agreements with partners relating to other projects are expected to generate material milestone payments in coming years. Successful projects will have a positive effect on Orion's net sales and especially operating profit even before possible approval of new proprietary drugs and before the actual commencement of product sales.

Orion's values

Orion's Board of Directors approved Orion's new values in February. They are:

We Orionees:

Appreciate each other
We succeed, face challenges and learn together. We build in all collaboration on mutual trust, appreciation and diversity.

Strive for excellence
We aim at high performance in everything we do. We embrace safety and quality. We actively develop our operations and work in sustainable way.

Build the future
We create solutions for the future together with our customers. We fight diseases by innovative treatments to improve quality of lives.

Shares and shareholders 

On 31 March 2019, Orion had a total of 141,257,828 (141,257,828) shares, of which 37,120,346 (37,120,346) were A shares and 104,137,482 (104,137,482) B shares. The Group's share capital is EUR 92,238,541.46 (92,238,541.46). At the end of March, Orion held 515,161 (562,440) B shares as treasury shares. On 31 March 2019, the aggregate number of votes conferred by the A and B shares was 846,029,241 (845,981,962) excluding treasury shares.

At the end of March 2019, Orion had 71,209 (69,453) registered shareholders.

Voting rights conferred by shares

Each A share entitles its holder to twenty (20) votes at General Meetings of Shareholders and each B share one (1) vote. However, a shareholder cannot vote more than 1/20 of the aggregate number of votes from the different share classes represented at a General Meeting of Shareholders. The Company itself and Orion Pension Fund do not have the right to vote at an Orion Corporation General Meeting of Shareholders.

Both share classes, A and B, confer equal rights to the Company's assets and dividends.

 

Conversion of shares

The Articles of Association entitle shareholders to demand the conversion of their A shares to B shares within the limitation on the maximum number of shares of a class. No shares were converted in January-March 2019.

Trading in Orion's shares

Orion's A shares and B shares are quoted on Nasdaq Helsinki in the Large Cap group under the Healthcare sector heading under the trading codes ORNAV and ORNBV. Trading in both of the Company's share classes commenced on 3 July 2006, and information on trading in the Company's shares has been available since that date.

On 31 March 2019, the market capitalisation of the Company's shares, excluding treasury shares, was EUR 4,701 million.

Orion shares are also traded on various alternative trading platforms in addition to Nasdaq Helsinki.

Authorisations of the Board of Directors

Orion's Board of Directors was authorised by the Annual General Meeting on 26 March 2019 to decide on acquisition of shares in the Company and on a share issue in which shares held by the Company can be conveyed. The Board of Directors is authorised to decide on the acquisition of no more than 350,000 Orion Corporation B shares. The acquisition authorisation to acquire shares is valid for 18 months from the decision taken by the Annual General Meeting. The Board of Directors is authorised to decide on a share issue in which no more than 850,000 B shares held by the Company can be conveyed. The authorisation to issue shares is valid for five years from the decision taken by the Annual General Meeting. The decision to authorise a share issue revoked a previous authorisation to issue shares taken by Orion Corporation's Annual General Meeting on 22 March 2016 to the extent that it remained unused.

The terms and conditions of the authorisations are reported in more detail in a stock exchange release on 26 March 2019.

The Board of Directors is not authorised to increase the share capital or to issue bonds with warrants or convertible bonds or stock options.

Share-based incentive plans

The Group has two currently operating share-based incentive plans for key persons of the Group: Orion Group's Long-Term Incentive Plan 2016, announced in a stock exchange release published on 2 February 2016 and Orion Group's Long-Term Incentive Plan 2019, announced in a stock exchange release published on 6 February 2019.

Orion transferred in March 47,279 Orion Corporation B shares held by the Company as a share reward for earning periods 2016-2018 and 2018 to the key persons employed by the Orion Group and belonging to the share-based incentive plan of the Orion Group. The transfer is based on the authorisation granted by the Annual General Meeting on 22 March 2016.

Shares received based on the one-year earning periods under the share-based incentive plan of 2016 cannot be transferred during the restricted period defined for the plan. For the three-year earning periods, there is no restricted period.

Under the share-based incentive plan of 2019, the one-year earning period involves a two-year restricted period and the two-year earning period a one-year restricted period, during which time the awarded shares may not be transferred. There is no restricted period associated with the three-year earning periods.

Share ownership

Orion's shares are in the book-entry system maintained by Euroclear Finland, and Euroclear Finland maintains Orion's official shareholder register.

At the end of March 2019, Orion had a total of 71,209 (69,453) registered shareholders, of whom 95% (95%) were private individuals. They held 42% (42%) of the entire share stock and had 61% (62%) of the total votes. There were 47 (50) million nominee-registered and foreign-owned shares, which was 33% (35%) of all shares, and they conferred entitlement to 8% (8%) of the total votes.

At the end of March 2019, Orion held 515,161 (562,440) B shares as treasury shares, which is 0.4% (0.4%) of the Company's total share stock and 0.06% (0.07%) of the total votes.

Decisions by the Annual General Meeting

The Annual General Meeting of the Shareholders of Orion Corporation was held on 26 March 2019 in Messukeskus Helsinki. The following matters among others were handled at the Annual General Meeting:

Adoption of the Financial Statements for financial year 1 January - 31 December 2018

The AGM confirmed the financial statements of the parent company and the Group as per 31 December 2018.

Dividend EUR 1.50 per share

The AGM resolved, in accordance with the proposal by the Board of Directors, that a dividend of EUR 1.50 per share will be paid on the basis of the Balance Sheet confirmed for the financial year that ended on 31 December 2018. The record date for dividend distribution was 28 March 2019 and the payment date was 4 April 2019.


Discharge from liability

The members of the Board of Directors and the President and CEO were discharged from liability for the financial period of 1 January - 31 December 2018.

Remunerations to be paid to the Board of Directors

The Annual General Meeting decided that as an annual fee, the Chairman shall receive EUR 84,000, the Vice Chairman shall receive EUR 55,000 and the other members shall receive EUR 42,000 each. As a fee for each meeting attended, the Chairman shall receive EUR 1,200, the Vice Chairman shall receive EUR 900 and the other members shall receive EUR 600 each. The travel expenses of the Board members shall be paid in accordance with previously adopted practice. The aforementioned fees shall also be paid to the Chairmen and to the members of the committees established by the Board, for each committee meeting attended.

Of the annual fee, 60% shall be paid in cash and 40% in Orion Corporation B-shares, which shall be acquired to the members during 26 April - 3 May 2019 from the stock exchange in amounts corresponding to EUR 33,600 for the Chairman, EUR 22,000 for the Vice Chairman and EUR 16,800 for each of the other members. The part of the annual fee that is to be paid in cash corresponds to the approximate sum necessary for the payment of the income taxes on the fees and shall be paid no later than 31 May 2019. The annual fees encompass the full term of office of the Board of Directors.  In addition, the AGM decided that the Company shall pay the transfer tax related to the part of the annual fee of the Board of Directors paid in shares.

Members and Chairman of the Board of Directors

The number of members on the Board of Directors was confirmed to be seven. Ari Lehtoranta, Timo Maasilta, Hilpi Rautelin, Eija Ronkainen, Mikael Silvennoinen and Heikki Westerlund were re-elected as members to the Board of Directors for the next term of office, and Pia Kalsta was elected as a new member. Heikki Westerlund was re-elected as Chairman.


Auditor and their remuneration

Authorised Public Accountants KPMG Oy Ab were elected as the Company's auditor. The remunerations to the Auditor shall be paid on the basis of invoicing approved by the Company.

Organisation of the Board of Directors

In its constitutive meeting following the AGM, the Board of Directors elected Timo Maasilta to serve as Vice Chairman.

Notification threshold

There were no threshold notifications in January-March 2019.

Personnel

The average number of employees in the Orion Group in January-March 2019 was 3,183 (3,166). At the end of March 2019, the Group had a total of 3,184 (3,161) employees, of whom 2,514
(2,506) worked in Finland and 670 (655) outside Finland.

Salaries and other personnel expenses in January-March 2019 totalled EUR 55 (51) million.

Significant legal proceedings

Companies belonging to the Orion Group are parties to various legal disputes, which are not, however, considered to be significant legal proceedings for the Group.

Business review

Review of human pharmaceuticals market

Finland is the most important individual market for Orion, generating about one-third of the Group's net sales. According to Pharmarket statistics (1-3/2019), the share of reference priced drugs of Orion's prescription drug sales in the Finnish pharmacy channel was approximately 67% (Source: Pharmarket). The sales volume of Orion's reference priced prescription drugs developed slightly better than the market, but in euros sales declined from the comparative period due to continuing price competition. The average price of reference priced drugs in the market decreased in January-March 2019 by approximately 10% from the comparative period (Source: Pharmarket). The impact of price competition on Orion has been significant due to the Company's broad product range and significant market share in Finland. The total sales of Orion's human pharmaceuticals, including both medicinal and non-medicinal products, was behind market trend. The growth in the Finnish pharmaceuticals market has mostly been generated by proprietary products, while they only account for a small share of Orion's net sales in Finland.

Sales of human pharmaceuticals in Finland (medicinal and non-medicinal products):

EUR million   1-3/19 1-3/18 Change %
Reference priced prescription drugs (pharmacy channel)        
Market   106 118 -10% 
Orion   28 30 -7% 
Self-care products (pharmacy channel)        
Market   103 104 -1% 
Orion   25 25 -1% 
Total sales of human pharmaceuticals (hospital and pharmacy channel)        
Market   676 647 +4%
Orion   76 79 -4%

Source: Pharmarket sales statistics 1-3/2019


Despite the challenging operating environment, Orion has maintained its position as leader in marketing pharmaceuticals in Finland. Orion has a particularly strong position in reference priced prescription drugs and in self-care product sales, with its market share being a quarter of the market in each.

Orion's market share in the sales of human pharmaceuticals in Finland (medicinal and non-medicinal products):

Orion's market share, %   1-3/19 1-3/18
Reference priced prescription drugs (pharmacy channel)   26% 26% 
Self-care products (pharmacy channel)   24% 24% 
Human pharmaceuticals in total (hospital and pharmacy channel)   11% 12% 
     

Source: Pharmarket sales statistics 1-3/2019

Orion is a significant player also in the Scandinavian generic drugs market.

The treatment of Parkinson's disease continues to be an important therapy area for Orion. In January-March 2019, Orion's branded Parkinson's drugs containing entacapone (Stalevo®, Comtess® and Comtan®) accounted for 9% (11%) of the Group's net sales.

Total sales of Orion's branded Parkinson's drugs:

EUR or USD million   MAT12/2018 MAT12/2017 Change %
United States USD 4 6 -29%
Europe TOP 5 EUR 40 52 -23%
Japan EUR 66 73 -1
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