Compagnie De Saint-gobain Sa · EURONEXT:SGO
Compagnie De Saint-gobain Sa — Saint-Gobain — Merger or Acquisition (December 2021)
24 slides from Compagnie De Saint-gobain Sa's merger presentation, Dec 6, 2021
Slide 1: Saint-Gobain to acquire GCP Applied Technologies
SAINT-GOBAIN TO ACQUIRE GCP APPLIED TECHNOLOGIES December 6, 2021
Slide 2: GCP acquisition fully aligned with Saint-Gobain vision and strategy
GCP acquisition fully aligned with Saint-Gobain vision and strategy Establish a leading position worldwide in construction chemicals Strengthen Group presence in North America and Asia Pacific A growth-driven and highly value-creating acquisition for Saint-Gobain shareholders and customers 2
Slide 3: Combined portfolio of solutions to decarbonize construction
Combined, Saint-Gobain and GCP offer a highly comprehensive portfolio of solutions available to decarbonize construction Concrete admixtures Building envelope Cement additives from foundation to roof 3
Slide 4: An attractive sector with strong perspectives in all geographies
…WITH STRONG PERSPECTIVES IN ALL AN ATTRACTIVE SECTOR… GEOGRAPHIES PERFORMANCE URBANIZATION AND Sustainability Performance SUSTAINABILITY INFRASTRUCTURE in mature markets in emerging markets w NEEDS Ready-mix penetration LOW-CARBON Carbon reduction CEMENT & CONCRETE Significant reduction COST EFFECT
Slide 5: Strengthen presence in North America, Latin America, and Asia-Pacific
2 1 Strengthen our presence in North America, Latin America, and Asia-Pacific Enrich our growth platform in construction chemicals, notably in Europe and Middle-East Africa TWO-STEP LOGICAL STRATEGIC INITIATIVES TO BUILD A LEADING POSITION WORLDWIDE IN CONSTRUCTION CHEMICALS 5
Slide 6: GCP: a global platform with leading solutions
>$1bn $170m 17% 38 50 ~1,800 2022E 2022E 2022E Countries Manufacturing Plants Employees Sales(1) EBITDA(1) EBITDA margin(1) SALES BY REGION A GLOBAL PLATFORM WITH LEADING SOLUTIONS IN: Asia Pacific • Concrete admixtures 20% • Cement additives North EMEA America • Building envelope and roofing membra
Slide 7: GCP legacy issues, changes in progress, what Saint-Gobain brings
GCP legacy issues Changes in progress What Saint-Gobain brings • Experienced and stable management team with deep expertise Lack of stability in top Turnaround plan in motion with • Strong track-record of profitable growth in North America leadership (corporate) refreshed leadership • Successful M&A
Slide 8: Saint-Gobain construction chemicals footprint
>€2.7bn 188 plants EMEA 125 plants ASIA PACIFIC 27 plants LATIN AMERICA 36 plants 8
Slide 9: Footprint with GCP added
+ >€2.7bn ~€0.4bn 188 plants 34 plants EMEA 148 plants (+23) NORTH AMERICA 4 plants (+4) ASIA PACIFIC 34 plants (+7) LATIN AMERICA + 36 plants 9
Slide 10: Combined construction chemicals footprint
+ + Combined >€4bn 272 plants >€2.7bn ~€0.4bn ~€0.9bn 188 plants 34 plants 50 plants EMEA ~€2.4bn 157 plants (+9) NORTH AMERICA >€0.5bn 20 plants ASIA PACIFIC (+16) ~€0.5bn 52 plants (+18) LATIN AMERICA + >€0.6bn 43 plants + (+7) 10
Slide 11: GCP high performance solutions and North American region
HIGH PERFORMANCE SOLUTIONS NORTH AMERICAN REGION Concrete Cement Roofing Waterproofing admixtures additives membranes membranes GLOBAL TECHNOLOGY AND OPERATIONS LOCAL CUSTOMERS AND SALES CHANNELS Revenue ~$750m 14% EBITDA margin(1) Revenue ~$250m 24% EBITDA margin(1) (1) 2022E based on Saint-Gobain
Slide 12: A leader in concrete admixtures in North America
A leader in concrete Strong profitable #1 in cement admixtures in North positions in Asia and additives worldwide America Latin America Worldwide footprint Verifi: advanced Very broad product with 44 plants and IoT concrete offering & strong IP regional management portfolio development labs(1) solut
Slide 13: Value proposition
Value proposition • UNIQUE on the market • Concrete performance monitoring within truck • Complete solution including consulting services • First mover on IoT offering in building materials • Multiple PATENTS • On-going deployment in Europe and Asia-Pacific • REDUCE concrete CO2 emissions by optimiz
Slide 14: Complementary footprint will increase presence in key regions
Complementary footprint will increase presence North in North America, Latin America, and Asia-Pacific America 12% 19 Asia-Pacific Countries NORTH LATIN ASIA- Europe 8% AMERICA AMERICA PACIFIC 48% Middle-East and Africa 34 Production sites 32% Europe 32% North + America 29% 38 countries Latin Americ
Slide 15: Chryso track record and levers to improve GCP performance
Chryso has an outstanding Chryso has well-identified levers to improve track-record of profitable growth GCP performance and profitability Sales CAGR 2018-2021 Vertically integrate Benefit from Chryso +8% Outstanding polymers production stable and highly growth trajectory to drive cost experienced i
Slide 16: A leader in roofing underlayment and waterproofing
Leading fire-proofing A leader in roofing A leader in product with best ease underlayment waterproofing of application Strong profitability in Highly Products renowned North America specification-driven for superior ease of with top-of-mind 24% EBITDA margin application brands 16
Slide 17: Leverage CertainTeed scale for cross-selling opportunities
#1 in building materials in the US $5.1bn >10% 20% sales(1) CAGR 18-21E EBITDA(1) Leverage CertainTeed scale to bring cross-selling opportunities Same route-to-market Strong top-line synergies with Leverage GCP for CertainTeed growth Leverage CertainTeed CertainTeed residential offer in commercial a
Slide 18: Clear investment criteria and value creation by Year 3
Clear investment criteria Strengthening leadership positions 1 Notably North America and Asia Offer enrichment & value chain 2 enhancement Light & sustainable construction, technology solutions for the industry Value creation by Year 3 following the closing of the transaction ROCE > WACC Strong bala
Slide 19: Cost synergies
SG&A (% of sales) • Public company listing costs 26% Total synergies (excl. Implementation costs) – EBITDA impact 19% Corporate • Global administrative and 8% In $m corporate cost savings GCP Chryso CertainTeed 85 80 Cost synergies 73 • Economies of scale on procurement 35 Purchasing Raw materials
Slide 20: Additional potential of synergies: $100m additional sales
Cross-sell synergies in residential exterior products (roofing, siding) Combined GCP / CertainTeed offer for commercial and infrastructure projects Cross-sell GCP offer to large contractors in EMEA, APAC, LATAM Leverage CertainTeed gypsum and Weber footprint to expand Monokote sales Leverage Chryso
Slide 21: Financial terms, financing and transaction process
• $32 per share in cash, i.e. premium of 39% over the 30-day VWAP(1) FINANCIAL • Enterprise value of $2.3bn, i.e. 13.2x 2022E(2) EBITDA multiple, 8.8x including full synergies ($85m) TERMS • Value creation by Year 3 • EPS accretive by Year 1 before synergies • Acquisition financed fully in cash FINA
Slide 22: Very solid team ready and committed to deliver strong value creation
Establish a leading position Strengthen Group presence A growth-driven and worldwide in construction in North America and value-creating acquisition for chemicals emerging markets Saint-Gobain’s shareholders and customers Very solid team ready & committed to deliver strong value creation 22
Slide 23: Saint-Gobain to acquire GCP Applied Technologies
SAINT-GOBAIN TO ACQUIRE GCP APPLIED TECHNOLOGIES December 6, 2021
Slide 24: Forward-looking statements
This document contains forward-looking statements with respect to the financial condition, results, business, strategy, plans and outlook of Saint-Gobain, GCP Applied Technologies Inc. (“GCP”) and the combined company that will result from the completion of the pending acquisition of GCP by Saint-Go