Bouygues SA · EURONEXT:EN
Bouygues SA — Merger or Acquisition (April 2006)
24 slides from Bouygues SA's merger presentation, Apr 27, 2006
Slide 1: ALSTOM today, Bouygues today, A common vision
ALSTOM today Bouygues today A common vision ALSTOM - Bouygues partnership Impact on Bouygues’ financial position Conclusion
Slide 2: ALSTOM: key figures
ALSTOM: key figures 2004/2005 sales: €11.5 billion (1) 2005/2006 operating margin target: > 5% World no.3 in power generation Positive free cash flow in September 2005 Net profit of over €150 million (2) Debt-to-equity ratio: 68% at end September 2005 Backlog: €25.8 (1) billion at end
Slide 3: ALSTOM: geographic breakdown of business activity
ALSTOM: geographic breakdown of business activity Orders by destination * Europe 42% Asia/Pacific 29% Americas 19% Africa / Middle East 10% Main Power industrial sites Main Transport industrial sites * Based on pro forma 2004/05 figures (excluding Marine and Power Conversion)
Slide 4: ALSTOM: share ownership structure at September 2005
ALSTOM: share ownership structure at 30 September 2005 French state 21% Institutional investors 57% Individual shareholders 21% Employees 1% • 138 million shares
Slide 5: ALSTOM: recovery completed
ALSTOM: recovery completed Recovery programme undertaken in 2003 now completed 9 Refocus group activities on Transport and Power Generation 9 Implement project management-based organisation 9 Resolve GT24/GT26 heavy-duty gas turbine problem and restructure industrial base 9 Consolidate financial s
Slide 6: ALSTOM: strengths and ambitions
ALSTOM: strengths and ambitions Thanks to notable strengths… 9 Two businesses with strong positions on growing markets 9 Leading technological positions 9 A healthier industrial base … the outlook for ALSTOM is favourable 9 Business growth driven by market needs 9 Increased operating margin (6/7
Slide 7: ALSTOM today, Bouygues today, A common vision
ALSTOM today Bouygues today A common vision ALSTOM - Bouygues partnership Impact on Bouygues’ financial position Conclusion
Slide 8: BOUYGUES: business areas
BOUYGUES: business areas Roads Building, Civil Works Property 96.4% 100% 100% CONSTRUCTION TELECOMS MEDIA 89.5% 42.9% A diversified industrial group
Slide 9: BOUYGUES: 2005 key figures
BOUYGUES: 2005 key figures Sales: €24,073 million Operating profit: €1,748 million Net profit: €832 million Debt-to-equity ratio: 42% Free cash flow: €1,104 million 115,400 employees in 80 countries Contribution of business areas to 2005 sales Bouygues Construction 4,525 5,815 Bouygues I
Slide 10: BOUYGUES: strengths and ambitions
BOUYGUES: strengths and ambitions Thanks to notable strengths… 9 Businesses with strong positions on buoyant markets 9 Complementary business lines and good visibility 9 A strong, entrepreneurial corporate culture … the outlook for Bouygues is favourable 9 Increase in sales and profitability 9 S
Slide 11: BOUYGUES: share ownership at February 2006
BOUYGUES: share ownership at 15 February 2006 Capital Voting rights Foreign Foreign shareholders SCDM SCDM shareholders 18,5 % 18.5% Groupe 28,3 % 28.3% 25.6% 25,6 % 35,5 % 35.5% Artémis 7,3 % 7.3% (F. Pinault) Groupe 6.6% 6,6 % Artémis 13.3% 13,3 % 22% 22 % (F. Pinault) 25.4% 17.5% 17,5 % 25,4
Slide 12: ALSTOM today, Bouygues today, A common vision
ALSTOM today Bouygues today A common vision ALSTOM - Bouygues partnership Impact on Bouygues’ financial position Conclusion
Slide 13: A common vision
A COMMON VISION The world power and transport infrastructure market is growing rapidly 3 Necessity of new equipment and systems 3 High growth prospects for services Local and international markets 3 Need to develop closer relations with customers 3 Requirement for international commercial networ
Slide 14: ALSTOM today, Bouygues today, A common vision
ALSTOM today Bouygues today A common vision ALSTOM - Bouygues partnership Impact on Bouygues’ financial position Conclusion
Slide 15: ALSTOM - Bouygues partnership
ALSTOM - BOUYGUES PARTNERSHIP Commercial and operational cooperation framework agreement between ALSTOM and Bouygues Project to create a 50-50 joint venture in hydro power Sale by the French state of its 21.03% stake in ALSTOM to Bouygues (1) (1) Subject to the following conditions precedent:
Slide 16: ALSTOM - Bouygues cooperation framework agreement
ALSTOM - BOUYGUES COOPERATION FRAMEWORK AGREEMENT Commercial cooperation 3 Introduce a common approach to business development and offer joint financing solutions to customers 3 Provide commercial coordination upstream, set up joint technical teams for tenders, form joint consortiums and develop i
Slide 17: Joint company in hydro power market
JOINT COMPANY IN HYDRO POWER MARKET Project to create a joint company in hydro power 9 Acquisition by Bouygues of a 50% stake 9 Potential synergies between civil engineering and hydro power equipment 9 Joint company complying with ALSTOM’s commitment to the European Commission
Slide 18: Benefits of the partnership for ALSTOM
BENEFITS OF THE PARTNERSHIP FOR ALSTOM The partnership with Bouygues should give ALSTOM 9 A stable shareholder that shares the strategic vision of profitable growth pursued by ALSTOM 9 Synergies in commercial and operational capabilities New momentum
Slide 19: Benefits of the partnership for Bouygues
BENEFITS OF THE PARTNERSHIP FOR BOUYGUES The partnership with ALSTOM should allow Bouygues to expand into new high-growth business lines in which it will make the most of its entrepreneurial skills and its management capacity in complex projects in the interest of customers. A promising deal
Slide 20: ALSTOM today, Bouygues today, A common vision
ALSTOM today Bouygues today A common vision ALSTOM - Bouygues partnership Impact on Bouygues’ financial position Conclusion
Slide 21: Agreement between Bouygues and the French state
AGREEMENT BETWEEN BOUYGUES AND THE FRENCH STATE Acquisition by Bouygues of the 21.03% stake owned by the French state in ALSTOM 9 At a price of €68.21 per share, or €9.4 billion at 100% 9 Or an investment of €2 billion, Sale subject to 2 conditions precedent 9 Approval by the European Commission
Slide 22: Impact on Bouygues' financial position
IMPACT ON BOUYGUES’ FINANCIAL POSITION Impact of transaction Bouygues figures in 2006 Positive Net profit attributable to the Group (financial costs lower than the share of ALSTOM’s net profit) Net debt + €2 billion Standard & Poor’s confirmed its A- rating for Bouygues after the deal ALSTOM wil
Slide 23: ALSTOM today, Bouygues today, A common vision
ALSTOM today Bouygues today A common vision ALSTOM - Bouygues partnership Impact on Bouygues’ financial position Conclusion
Slide 24: Conclusion
CONCLUSION The strategic partnership between ALSTOM and Bouygues… 9 Is bolstered by their common experience and approach to complex project management 9 Will allow both groups to improve their commercial and operational positions 9 Will enable Bouygues to invest in new, growing business areas 9 Wi