Air Liquide SA · EURONEXT:AI
Air Liquide SA — Merger or Acquisition (November 2015)
29 slides from Air Liquide SA's merger presentation, Nov 18, 2015
Slide 1: A game-changing acquisition
A game-changing acquisition Strengthening Air Liquide’s leadership and building a new growth platform in North America November 18, 2015
Slide 2: Legal disclaimer
Legal disclaimer CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This press release contains certain statements that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. L’Air Li
Slide 3: A new step in Air Liquide's growth strategy
A new step in Air Liquide’s growth strategy Deliver profitable growth over the long-term Invest in growth markets North America, fastest growing advanced economy Enhance competitiveness Supply chain integration and multiple distribution channels Leverage innovation Wider customer base for advanced t
Slide 4: A game-changing combination
A game-changing combination Leading national player Multi-channel distribution network Innovation platform 4 November 18, 2015 Air Liquide’s acquisition of Airgas World leader in gases, technologies and services for Industry and Health
Slide 5: Undisputed global leadership
Undisputed global leadership ...across geographies #1 #1 #1 in Europe in North America in Asia Pacific Middle East Africa ...and business segments #1 #1 Co #1 Industrial Large Electronics Merchant Industries Ideally positioned for growth over the long-term Source: Company estimates, global rankings
Slide 6: Transaction overview
Transaction overview Offer terms US$ 143 per share representing an Enterprise Value of US$ 13.4bn 50.6% premium over 1-month average share price 20.3% premium over 52-week high share price 12.8x 2016e EBITDA(1) pre-synergies (calendar year) 9.8x 2016e EBITDA(1) post-synergies run rate of > US$ 300m
Slide 7: Agenda
Agenda 1 Airgas, U.S. leader in packaged gas 2 A game-changing acquisition 3 Strong financial fundamentals 4 Conclusion 7 November 18, 2015 Air Liquide’s acquisition of Airgas World leader in gases, technologies and services for Industry and Health
Slide 8: 1. Airgas, U.S. leader in packaged gas
1. Airgas, U.S. leader in packaged gas
Slide 9: Proven success story
Proven success story Major player in the U.S. market Multi-channel distribution network with unmatched reach Leader in packaged gas Largest footprint and asset base in the U.S. Major supplier of hardgoods Coupled with best-in-class e-commerce platform Unrivalled customer base Solid track record of v
Slide 10: Major player in the U.S. market
Major player in the U.S. market Industrial gas Hardgoods #1 in packaged gas 37% Major supplier of hardgoods 63% Full range of gases and “One-stop-shop” model delivery modes meeting U.S. customers’ expectations Broadest offering of packaged gas and hardgoods 10 November 18, 2015 Air Liquide’s acquisi
Slide 11: Multi-channel distribution network with unmatched reach
Multi-channel distribution network with unmatched reach Unparalleled distribution network… 1,100 locations …coupled with expanding >900 branches and retail stores e-commerce platform Source: Airgas company information 11 November 18, 2015 Air Liquide’s acquisition of Airgas World leader in gases, te
Slide 12: Unrivalled US customer base
Unrivalled US customer base 1 million+ customers Sales mix (FY2015) Government Served by 17,000 professionals 6% Basic Materials Metal Fabrication & industry specialists 29% 12% Energy Customer proximity and strong & Chemical 12% US$5.3bn focus on service Food Non-Res. Balanced portfolio of end 13%
Slide 13: Solid track record of value creation
Solid track record of value creation Long history of solid growth Net Sales (US$bn) 6,0 5.3 5,0 4,0 2.4 3,0 2,0 1,0 0.1 0,0 1986 2005 2010 2015 High value creation for shareholders Published EPS (US$) 4.85 6,00 5,00 4,00 3,00 1.19 2,00 1,00 0.03 0,00 1986 2005 2010 2015 Source: Airgas company inform
Slide 14: 2. A game-changing acquisition
2. A game-changing acquisition
Slide 15: The U.S.: an attractive gas market
The U.S.: an attractive gas market U.S., the largest gas market worldwide... … set for growth in the long-term Low energy prices driving 20-25% investment and manufacturing Raising environmental US$ 22bn awareness US$ 17bn Innovation ecosystem and digital edge 2014 2020E Healthcare and aging populat
Slide 16: Further acquisition opportunities boosting growth
Further acquisition opportunities boosting growth U.S. packaged gas market ~50% of market composed Independents Major players of independent producers Large potential for bolt-on acquisitions Airgas experience of integrating small players Source: Air Liquide estimates 16 November 18, 2015 Air Liquid
Slide 17: Unique US business combination
Unique US business combination Primary Primary production production Market coverage Cost synergies Liquid bulk Liquid bulk Improved customer Pipeline & on-sites Fill plant Fill plant Fill plant service Leading position in Bulk new digital channels deliveries Direct delivery Retail Telesales e-comme
Slide 18: Highly complementary U.S. market reach
Highly complementary U.S. market reach U.S. U.S. Sales US$ 2.7bn(1) US$ 5.3bn(1) US$ 8.0bn Large industries Merchant bulk Packaged gas Electronics Results in the most comprehensive product offering Source: Air Liquide estimates (1) Calendar year 2014 Gas & Services sales 18 November 18, 2015 Air Liq
Slide 19: A unique platform for growth
A unique platform for growth Leverage on innovation and multi-channel distribution Innovation capabilities Unique distribution Market applications Branch-based field stores Advanced cylinders eBusiness Efficient production Telesales … Strategic accounts … Worldwide #1 customer base 19 November 18, 2
Slide 20: Well-balanced global footprint
Well-balanced global footprint Gas & Services 2014 sales(1) + Middle East Middle East Americas & Africa & Africa 24% 2% Americas 3% 42% Asia Pacific 19% Asia Pacific €13.9bn €17.8bn 25% Europe Europe 48% 37% (1) Calendar year 2014 converted from USD to EUR at 2014 average exchange rate of 1.326 20 N
Slide 21: 3. Strong financial fundamentals
3. Strong financial fundamentals
Slide 22: > $300m of highly executable synergies
> $ 300m of highly executable synergies Cost & Efficiency synergies Volume growth synergies >70% 2 to 3 years 4 years Gas sourcing & procurement Cross-selling Plant loading Roll-out of Air Liquide’s innovative product offering in the U.S. Distribution efficiencies Optimization of sites & admin. 22 N
Slide 23: Value accretive transaction
Value accretive transaction Pro-forma Group sales 2014 Pro-forma Group OIR 2014 in € bn in € bn and % margin 4.0(1) 12.2% 16.1% 19.3 17.1% 0.5(1) 15.4 3.1 2.6 Pro-forma Pro-forma Expected EPS accretion from Year 1 Objective: return to double-digit ROCE in 5-6 years (1) Calendar year 2014 converted f
Slide 24: Refinancing objective to maintain S&P A-/A credit rating
Refinancing objective to maintain S&P A-/A credit rating Enterprise value Assumed debt USD & EUR Bank Bridge bonds commitment loan Equity € 3-4bn Signing Closing Re-financing 24 November 18, 2015 Air Liquide’s acquisition of Airgas World leader in gases, technologies and services for Industry and He
Slide 25: Approval process
Approval process Merger agreement unanimously approved by Airgas’ Board of Directors Simple majority of Airgas shareholders required in Extraordinary General Meeting Transaction subject to approval by antitrust and regulatory authorities Immediately followed by closing 25 November 18, 2015 Air Liqui
Slide 26: 4. Conclusion
+ 4. Conclusion Creating a unique business combination in North America Strengthening Air Liquide’s ability to grow in North America and beyond World leader in gases, technologies and services for Industry and Health
Slide 27: AIR LIQUIDE
AIR LIQUIDE
Slide 28: Sales distribution by WBL
Sales distribution by WBL Gas & Services 2014 Sales(1) + Industrial Industrial Merchant Merchant 37% 49% Healthcare Healthcare 18% 16% €13.9bn Electronics €17.8bn Electronics 7% 9% Large Large Industries 36% Industries 28% (1) Calendar year 2014 converted from USD to EUR at 2014 average exchange rat
Slide 29: www.airliquide.com
For further information, please contact: Investor Relations Communications Aude Rodriguez + 33 (0)1 40 62 57 08 Anne Bardot + 33 (0)1 40 62 50 93 Erin Sarret + 33 (0)1 40 62 57 37 Annie Fournier + 33 (0)1 40 62 51 31 Louis Laffont + 33 (0)1 40 62 57 18 Jérôme Zaman + 33 (0)1 40 62 59 38 www.airliqui