Acciona Sa · BME:ANA

Acciona Sa — Merger or Acquisition (October 2015)

23 slides from Acciona Sa's merger presentation, Oct 5, 2015

  1. Slide 1: Pioneers in the consolidation of the WTG industry

    Pioneers in the consolidation of the WTG industry Juan Muro-Lara – Chief Corp. Development José Luis Blanco – CEO of AWP 5th October 2015 0

  2. Slide 2: Disclaimer

    Disclaimer This document has been prepared by ACCIONA, S.A. (“ACCIONA” or the “Company”) exclusively to accompany the Relevant Information on the acquisition of Corporacion Acciona Windpower S.L. (“Acciona Windpower” or “AWP”) by Nordex SE (“Nordex”). Therefore it cannot be disclosed or made public

  3. Slide 3: Index

    Index 1. Executive summary 2. Overview of Nordex and AWP 3. Transaction description and rationale 4. Corporate Governance 5. Calendar 6. Conclusions 2

  4. Slide 4: Executive summary

    Executive summary Acciona Windpower (“AWP”) and Nordex (“Nx”) combine to create a new industry leader, European-based, with a strong global footprint and a sustainable market position Combined volume of ~2.8GW in 2015E Clear ambition to be amongst the five largest global WTG manufacturers High degre

  5. Slide 5: Nordex and AWP

    Nordex and AWP  German listed company with ~€2bn market cap  Spanish company 100% subsidiary of ACCIONA  Headquartered in Hamburg  Four turbine assembly plants in Spain, USA and Brazil  Production operations centralized in Rostock (Germany): and a new plant under construction in India. Blade WT

  6. Slide 6: Nordex and AWP - 2015E Key financials

    Nordex and AWP - 2015E Key financials Installed MW 1,800MW 960MW Order intake €2.1-2.3bn €1.2bn Sales €2.0-2.2bn €1bn Gross margin 22%-23% 17%-18% EBIT margin 5%-6% 6%-7% Note: Nordex guidance as of September 2015 and AWP 2015E Business Plan 5

  7. Slide 7: Transaction description

    Transaction description Transaction structure €335m in Cash 16.1m new Nx shares + 12.9m existing Nx SKion/ €366m in cash (EV) shares Momentum 100% Contribution 100% 1. Combination 2. Shareholder reorganization  Simultaneously, ACCIONA will acquire 12.9m  ACCIONA contributes AWP to Nx existing Nx s

  8. Slide 8: Transaction description

    Transaction description 1. Combination: Valuation of AWP 2. Shareholder restructuring Nx to pay ACCIONA with new Nx shares + cash SKion/Momentum partial Acquisition of AWP by Nx consideration disposal to ACCIONA 16.1m new €785m shares (authorized capital) SKion/ ACCIONA Momentum Free Float New Nx Sh

  9. Slide 9: Transaction rationale

    Transaction rationale The combination of AWP and Nx creates value and reduces future market risk Strategic shareholder 4 1 Leadership Nx backed by ACCIONA, with a vision AWP and Nx combined to become for sustainable, long-term value top 5 onshore WTG creation and a proven capability to develop green

  10. Slide 10: Transaction rationale: Leadership

    1 Transaction rationale: Leadership 5th largest player in the onshore market Post combination Total onshore market 2017E¹ = 45GW #5 ~8% Mkt share ¹ Market share simulation: based on combined installations 2017E and MAKE market outlook “Q4/2014 OEM market share development” 9

  11. Slide 11: Transaction rationale: Complementarity

    2 Transaction rationale: Complementarity Compelling fit with respect to scale, geography and product platforms No cannibalization Markets Target positioning Technology AWP ~90% Americas AWP turbines (3MW) AWP towers Brazil + Mexico + US Designed for unconstrained terrain Nx ~80% EMEA Nx turbines (2.

  12. Slide 12: Markets

    2 Markets Geographical complementarity Formation of a true global player with market activity in ~30 countries  Sound mix of emerging and stable markets. Regional split in 2015E: - ~56% EMEA - ~42% AMER - ~3% APAC  Overlap only in 5 countries, of which noteworthy volumes only in US & RSA - No cann

  13. Slide 13: Positioning

    2 Positioning Target positioning Same customer segments in scope, but different projects and countries in focus No historical (and low threat of future) overlap  Typical project size: ~30MW  Typical project size: ~100MW  Key segments: community wind  Key segments: mid-sized Small parks, small/mi

  14. Slide 14: Technology

    2 Technology Technological fit Complementary technology in blades and towers Key levers for further AEP increase + COE reduction Stronger intellectual property portfolio  Carbon fiber  Successful track record in COE reduction: c.-30% in 2013-2014  Low noise levels  Concrete tower  Leading anti-

  15. Slide 15: Value creation

    3 Value creation Strong synergies from 2019E (>€95m): capture new business and procurement cost reductions Strengthen R&D and product development capabilities Pro-forma synergies EBIT potential – normalized year (€m) 14

  16. Slide 16: Value creation: Integration Management Office responsibilities

    3 Value creation Integration Management Office (IMO)) 1 Nx representative + 1 AWP representative Responsibilities  Integration activities shall be finalized no later than 18 months after closing  Planning post-merger integration activities in the period until closing and driving the execution from

  17. Slide 17: Reference shareholder

    4 Reference shareholder The combined entity will be backed by ACCIONA as its strategic shareholder  ACCIONA retains its unique vertically integrated model  Nx to benefit from ACCIONA’s strong capabilities as #5 global renewable operator¹ Strategic alliance between AWP and AE Strategic alliance Com

  18. Slide 18: Corporate Governance

    Corporate Governance  Nx will remain operationally headquartered in Hamburg Corporate  Nx will continue to be organized as a German two-tier Societas Europaea with a structure Management Board and a Supervisory Board as administrative bodies  The corporate structure will remain materially unchang

  19. Slide 19: Corporate Governance

    Corporate Governance Management Board Supervisory Board MB SB  CEO - Lars Bondo Krogsgaard  Four independent SB members  CFO - Bernard Schäeferbarthold  ACCIONA to appoint the remaining  COO & Deputy CEO - José Luis Blanco¹ two SB members  CSO – Patxi Landa² Current MB member Independent SB me

  20. Slide 20: Calendar

    Calendar 2015 2016 Fulfillment of CPs (key: merger clearance)  Signing  Closing (Feb / Mar)  AGM 2016 - 4 Oct 15 - Cash payment + 16.1m new - Appointment of SB Nx shares (16.6%) members - Simultaneous acquisition of  Public announcement 12.9m existing shares from - 5 Oct 15 SKion/Momentum - CNMV

  21. Slide 21: Conclusions

    Conclusions Pioneers in the consolidation of the WTG industry Strong complementarity - No cannibalization and significant synergies to drive shareholder value creation and reduce market risks Corporate governance and MB/SB composition ensures continuity of Nx while leveraging on ACCIONA as new ancho

  22. Slide 22: Glossary

    Glossary Abbreviations & Acronyms  AE: Acciona Energía  CSO: Chief Sales Officer  AEP: Annual Energy Production  EMEA: Europe, Middle East and Africa  AMER: Americas  IP: Intellectual Property  APAC: Asia Pacific  IPPs: Independent Power Producers  AWP: Acciona Windpower  MB: Management Bo

  23. Slide 23: Pioneers in the consolidation of the WTG industry

    Pioneers in the consolidation of the WTG industry Juan Muro-Lara – Chief Corp. Development José Luis Blanco – CEO of AWP 5th October 2015 22

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