Comer Industries Spa · MIL:COM
Comer Industries Spa — Merger or Acquisition (July 2021)
26 slides from Comer Industries Spa's merger presentation, Jul 15, 2021
Slide 1: Comer Industries combination with Walterscheid Powertrain Group
Comer Industries combination with Walterscheid Powertrain Group 15 July 2021 Creating the world’s leading powertrain components Group for the off-highway industry +
Slide 2: Disclaimer
DISCLAIMER 2 This document has been prepared by Comer Industries S.p.A (“Comer Industries”) for use during meetings with investors and financial analysts and is solely for information purposes. The information set out herein has not been verified by an independent audit company. Neither the Company
Slide 3: Agenda
AGENDA 01 Transaction highlights 02 Walterscheid Powertrain Group at a glance 03 Compelling strategic rationale 04 Transaction timetable 05 Closing remarks
Slide 4: Transaction Highlights
TRANSACTION HIGHLIGHTS
Slide 5: Strategically Transformational
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks STRATEGICALLY TRANSFORMATIONAL 5 Transformational industrial combination creating a world industry leader and consolidator in the mechanical components for the off-highway industry
Slide 6: Financially Attractive
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks FINANCIALLY ATTRACTIVE 6 Pro-forma combined figures • Combined Group pro-forma FY 2020 revenues of €792m, Adjusted EBITDA(1) €792m of €87m and EBITDA margin of 10.9% 2020 Revenues -
Slide 7: Transaction Details
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks TRANSACTION DETAILS 7 Proposed transaction structured as a cash & stock combination with fully committed financing • Comer Industries to combine with WPG in exchange of a Proposed co
Slide 8: Governance Evolution
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks GOVERNANCE EVOLUTION 8 Eagles OAK and WPG Parent(1) to enter into a Shareholders’ Agreement regulating their relationships as shareholders of Comer Industries with respect to corpora
Slide 9: Pro-forma Shareholding Structure
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks PRO-FORMA SHAREHOLDING STRUCTURE 9 Current shareholding structure Pro-forma shareholding structure, post-combination(*) 8,3% 5,9% 15,0% 19,9% 51,0% 71,7% 28,0% Number of % of share N
Slide 10: Walterscheid Powertrain Group at a Glance
WALTERSCHEID POWERTRAIN GROUP AT A GLANCE
Slide 11: A Global Leader in Powertrain Components for Off-Highway Applications
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks A GLOBAL LEADER IN POWERTRAIN COMPONENTS FOR 11 OFF-HIGHWAY APPLICATIONS BUSINESS HIGHLIGHTS 2020 REVENUES BREAKDOWN A RoW • A global industry leader for highly engineered, mission c
Slide 12: A Global Footprint in Both Production and Aftermarket Sales
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks A GLOBAL FOOTPRINT IN BOTH PRODUCTION AND 12 AFTERMARKET SALES KEY OPERATING HIGHLIGHTS 9 Manufacturing facilities across 4 continents 20 Service centers in 16 countries 2,200+ Full-
Slide 13: Complete Lifecycle Coverage of OEM Equipment, Including Aftermarket & Service Sales
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks COMPLETE LIFECYCLE COVERAGE OF OEM EQUIPMENT, 13 INCLUDING AFTERMARKET & SERVICE SALES • WPG covers the complete lifecycle of OEM equipment, including a comprehensive aftermarket & s
Slide 14: WPG Business Segment Strategy
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks WPG BUSINESS SEGMENT STRATEGY 14 OE PRODUCTS AFTERMARKET & SERVICES Driveshafts Aftermarket Parts Distribution DRIVESHAFTS • Sale of spare parts to more PTO / CV / Axle / Cardan than
Slide 15: Compelling Strategic Rationale
COMPELLING STRATEGIC RATIONALE
Slide 16: Transformational Transaction to Create a Leading Player in Mechanical Components
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks TRANSFORMATIONAL TRANSACTION TO CREATE A 16 LEADING PLAYER IN MECHANICAL COMPONENTS Creation of a European champion in mechanical components for the agricultural sector Significant
Slide 17: Creation of a European Champion in Mechanical Components
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks CREATION OF A EUROPEAN CHAMPION IN MECHANICAL 17 COMPONENTS COMPETITIVE LANDSCAPE – CORE PEERS (REVENUES(1), IN €BN) ~€1.0bn ~€0.8bn ~€0.5bn ~€0.4bn ~€0.4bn ~€0.3bn ~€0.1bn Peer #1 P
Slide 18: Leading Market Position Across All Mechanical Components Segments
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks LEADING MARKET POSITION ACROSS ALL MECHANICAL 18 COMPONENTS SEGMENTS • Leading provider across the full value cycle of powertrain components • Full market coverage thanks to WPG’s af
Slide 19: Combination Will Create a Global Player with Reinforced Presence in Key Markets
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks COMBINATION WILL CREATE A GLOBAL PLAYER WITH A 19 REINFORCED PRESENCE IN KEY REFERENCE MARKETS + LATAM RoW RoW North 4% North 5% 5% America 21% US America 22% 21% EMEA 46% €396m €792
Slide 20: Increased Scale to Become the Go-To Provider in Historical Reference Markets
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks INCREASED SCALE TO BECOME THE GO-TO PROVIDER IN 20 HISTORICAL REFERENCE MARKETS + Agricultural Industrial Industrial €396m €792m €396m Agricultural Agricultural Industrial THE COMBIN
Slide 21: An Unique Breadth of Products vs. Core Peers and Diversified Players
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks AN UNIQUE BREADTH OF PRODUCTS VS. CORE PEERS 21 AND DIVERSIFIED PLAYERS Wind Agricultural Industrial sector Planetary Power Wheel Planetary Power Wheel Planetary Player Country Gearb
Slide 22: Transaction Timetable
TRANSACTION TIMETABLE
Slide 23: Status and Next Steps
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks STATUS AND NEXT STEPS 23 • Notice of ordinary and extraordinary shareholders meetings • Board of Directors to approve the interim • Publication of the documentation related to financ
Slide 24: Closing Remarks
~*sCLOSING REMARKS
Slide 25: Creating the World's Leading Powertrain Components Group for the Off-Highway Industry
1 Transaction highlights 2 WPG at a glance 3 Compelling strategic rationale 4 Transaction timetable 5 Closing remarks CREATING THE WORLD’S LEADING POWERTRAIN 25 COMPONENTS GROUP FOR THE OFF-HIGHWAY INDUSTRY Leading supplier across the full value cycle of powertrain components with complementary pres
Slide 26: Thank You
THANK YOU WWW.COMERINDUSTRIES.COM