D'ieteren Group Sa/nv · EURONEXT:DIE
D'ieteren Group Sa/nv — Merger or Acquisition (February 2022)
18 slides from D'ieteren Group Sa/nv's merger presentation, Feb 14, 2022
Slide 1: Binding offer for Parts Holding Europe (PHE)
Binding offer for Parts Holding Europe (PHE) Building a unique growth platform in the mobility spare parts industry 14 February 2022 Change picture
Slide 2: D’Ieteren Group Binding offer for PHE
D’Ieteren Group Binding offer for PHE 2
Slide 3: Key highlights
Key highlights • D’Ieteren Group (‘DIG’) has issued a binding offer and entered into exclusive negotiations regarding the acquisition of 100% of Parts Holding Europe (‘PHE’) from Bain Capital Private Equity. The proposed transaction is subject to an information and consultation process with PHE’s wo
Slide 4: Overview of PHE
Overview of PHE European leader in spare parts omni-channel distribution and services for light vehicles and trucks Critical distribution partner 6 countries in the independent aftermarket ecosystem c.80% B2C c.20% 8,400 employees B2B Of sales Of sales Market positions1 One c.490 Leading distributio
Slide 5: Investment attractions & value creation levers
Investment attractions & value creation levers A PHE is a new growth platform for DIG… B … with a significant value creation potential 1 1 Integrated and digitally enabled with critical size and winning Further expand the core business though organic growth and operating model based on logistics exc
Slide 6: Digitally-enabled leading player in distribution
Digitally-enabled leading player in distribution A 1 Digitally enabled distributor… .. with winning operating model… …supporting a great value proposition Superior sourcing and purchasing capabilities, self- Central purchasing unit helped by increasing scale leading to significant cost advantage as
Slide 7: Leading player in a resilient market
Leading player in a resilient market A 2 1 Structurally growing… 2 …& consolidating market • C.1.4% market growth p.a. over ’14-’19 thanks to growing and ageing car parc, and increasing • Fragmented European market 33% prices of parts • Larger players are continuing to gain Market: c. €50bn 67% mark
Slide 8: With a proven and low-risk M&A strategy
With a proven and low-risk M&A strategy A 2 Proven M&A track record Following a clear synergy framework Oscaro Case Roll-out of PHE’s value proposition • Leading B2C E-commerce player with fundamentals strong fundamentals In the “route based” distribution • Undisputed leader in France Revenues • W
Slide 9: Best-in-class and committed management team
Best-in-class and committed management team A 3 Leadership team with strong track record Experienced teams c. 60% FTEs over 5 c. 11 years average PHE c. 8,400 employees years experience seniority • In-depth market knowledge • Strong corporate culture • Strong anchor on local markets • Positive socia
Slide 10: Value creation potential: Organic growth
Value creation potential: Organic growth B 1 Strong market drivers Megatrends Multiple sources of opportunities where Increasing IAM market penetration: scale becomes increasingly critical Safety Take advantage of the increasingly complex IAM product and services to capture market share Comfort
Slide 11: Value creation potential: Profitability
Value creation potential: Profitability B 1 Best practices • Close margin gap between the existing geographies and newly acquired targets implementation Further • Continue purchasing synergies / improvements and expand private label products economies of • Capitalize on market share gains scale Oper
Slide 12: Value creation potential: M&A
Value creation potential: M&A B 2 Reservoir of M&A Existing M&A pipeline and opportunities thanks to AD International Advanced discussions clearly identified targets in purchasing group with potential targets a selection of countries Leverage existing Select strong Leverage PHE’s Tailor-made Enter a
Slide 13: Value creation potential: ESG
Value creation potential: ESG B 3 Environment Social Governance Training and development at the Code of ethics signed by all Key player in the circular economy heart of PHE’s HR policy employees State-of-the art, centralized Strict application of GDPR in all logistic footprint that significantly Ope
Slide 14: Financials
Financials FY16-FY19 CAGR +20.9% FY16-FY19 Average organic Growth +3.9% +3.7% +3.8% 177 1,939 113 1,797 20 1,762 c. 4.0-4.5% as a percentage Sales (in €m) 244 127 1,440 -56 Structurally low Capex of sales (incl. RoU) 201 1,255 58 1,020 34 Stable Working c. 20% as a percentage of capital & low 2017A
Slide 15: Offer & transaction details
Deal structure Offer & transaction details • D’Ieteren Group entered into exclusive negotiations with Bain Capital Private Equity to acquire 100% of PHE at an enterprise value (‘EV’) of €1.7bn, corresponding to an equity value of €540m, which would be financed by the Group’s excess liquidity. • This
Slide 16: Conclusion
Conclusion Strong fit with D’Ieteren Group’s culture and expertise High value creation potential for all stakeholders & society Aligned with D’Ieteren Group’s investment criteria around market, business model and deal structure Investment thesis relying on proven management record, organic growth, o
Slide 17: Forward-looking statement
Forward-looking statement “To the extent that any statements made in this presentation contain information that is not historical, these statements are essentially forward-looking. The achievement of forward-looking statements contained in this presentation is subject to risks and uncertainties beca
Slide 18: Contact information
Contact information Investors Press Stéphanie Voisin Anne-Catherine Zoller stephanie.voisin@dieterengroup.com anne-catherine.zoller@dieterengroup.com T. +32 2 536 54 39 T. +32 2 536 55 65 M. +32 478 48 58 71 www.dieterengroup.com D’Ieteren Group Binding offer for PHE 18
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