Cementir Holding N.v. · MIL:CEM
Cementir — Merger or Acquisition (November 2004)
25 slides from Cementir's merger presentation, November 2004
Slide 1: A Transforming Deal: The Acquisition of Aalborg Portland & Unicon
A TRANSFORMING DEAL: THE ACQUISITION OF AALBORG PORTLAND & UNICON ROADSHOW NOV-DEC 2004
Slide 2: Transaction Overview
Cem \ TRANSACTION OVERVIEW \
Slide 3: A Transforming Deal: The Acquisition of Aalborg Portland & Unicon
A TRANSFORMING DEAL: THE ACQUISITION OF AALBORG PORTLAND & UNICON August 12th 2004: deal announcement. Cementir agreed to acquire 100% of Aalborg Portland A/S and Unicon A/S share capital from FLS Industries A/S October 29th 2004: the deal was closed. A further price adjustment will be made befo
Slide 4: Acquisition Rationale
ACQUISITION RATIONALE Cementir becomes a significant Pan-European vertically integrated player Pre-acquisition Post-acquisition 7.6 m tons of cement capacity and 11.1 m tons* of cement capacity (+46%) and Critical mass 1.500.000 cubic meters of ready mix sold 3 m cubic meters of ready mix sold p
Slide 5: Financing Details
FINANCING DETAILS Financing structure NEW DEBT TOTAL DEBT € 169 m of new debt raised for the acquisition EV € 169 m € 382 m EXISTING DEBT Aalborg Portand and Unicon existing debt. Debt has already been renegotiated (maturity extension and € 213 m € 572 m lower average cost) CASH € 190 m Cementir inv
Slide 6: Financing Details
FINANCING DETAILS De-leverage is a priority: Net Debt / Ebitda ~ 2x by end of 2004 and to zero by end of 2009 DEAL ANNOUNCEMENT 2004 YEAR END NET DEBT € 451m Net Debt /Ebitda = 2.5x PRICE NET DEBT € 373 m (exp) exp) ADJUSTMENT** (est) Net Debt /Ebitda ~ 2x € 78m NEW DEBT € 30 m € 30 m € 169 m NON- N
Slide 7: The Acquired Companies
Cement THE ACQUIRED COMPANIES vase — unicony
Slide 8: Aalborg Portland A/S Overview
AALBORG PORTLAND A/S OVERVIEW Worldwide leadership in white cement GLOBAL CEMENT CAPACITY (000 Tons) AALBORG WHITE CEMENT CAPACITY** A alborg Po rtland COUNTRY TONS EXPORT COUNTRIES Cemex Denmark 850,000 USA, Germany, France, UK Cimsa Lafarge/B C Sinai 410,000 Algeria, Syria, Morocco Heidelberg/CB R
Slide 9: White Cement Market Overview
WHITE CEMENT MARKET OVERVIEW Global White Cement market (000 tons) 5,655 3,559 1,152 675 2,050 2,400 1,108 1,752 523 860 771 895 ** 1,895 1,333 292 550 LEGENDA: Consumption Nominal Capacity Global demand for white cement has grown around 5-6% annually in the last 10 years* White cement capacity
Slide 10: Recent Investment in China
RECENT INVESTMENT IN CHINA New 200,000 tons* cement plant for white and grey cement production November 2004: Cementir enters the world largest cement market (~ 20% of global consumption) by acquiring a plant in the Anhui region (700 km west of Shanghai) The price paid to the Chinese Authorities
Slide 11: Unicon A/S Overview
UNICON A/S OVERVIEW N.1 Pan-Scandinavian RMC player Ready-mix Production Capacity COUNTRY* PLANTS Volumes sold / year Denmark 28 825,000 m 3 Norway 29 578,000 m.3 Sweden** 8 132,000 m.3 Poland 10 366,000 m.3 TOTAL 75 1,901,000 m3 2003 Sales breakdown by country 2003 EBITDA breakdown by country Polan
Slide 12: Geographical Fit of the Enlarged Group
GEOGRAPHICAL FIT OF THE ENLARGED GROUP DENMARK / SCANDINAVIA USA PRODUCTION CAPACITY PRODUCTION CAPACITY WHITE CEMENT: 850,000 tons WHITE CEMENT: 310,000 tons GREY CEMENT: 2,100,000 tons [24.5% owned] RMC SALES: 3,000,000 m3 TURKEY PRODUCTION CAPACITY GREY CEMENT: 2,700,000 tons RMC SALES: 1,000,000
Slide 13: Cementir Sales Breakdown
CEMENTIR SALES BREAKDOWN 2003 Pro-Forma Figures By Country*(origin) Sales Breakdown by product /country Denmark Grey Cement White Cement RMC 59,5% Malaysia Malaysia 0,5% Turkey Sinai Turkey 4% 12% 13% 8% Italy Others 1,0% 2% Egypt 1,0% Denmark Italy 40% 47% Turkey Denmark Denmark 11,0% Italy 88% 86%
Slide 14: Financials
Cements FINANCIALS 14
Slide 15: Pro Forma Financials
PRO FORMA FINANCIALS Pro forma * Full Year 2003 Comments PROFIT & LOSS POST AALBORG CONSOLIDATED CEMENTIR** UNICON ACQUISITION (€ m) PORTLAND PRO FORMA GROWTH (%) NET SALES 292.6 179.2 249.4 708.8 142% GROSS PROFIT 118.8 57.1 103.2 279.1 Acquired Groups are already very efficient GROSS MARGIN 41% 32
Slide 16: Pro Forma Financials
PRO FORMA FINANCIALS Pro Forma* 9 Months 2004 Comments/Outlook PROFIT & LOSS POST AALBORG CONSOLIDATED CEMENTIR** UNICON ACQUISITION PORTLAND PRO FORMA (€ m) GROWTH (%) Sales acceleration driven by volume growth. Prices are flat on average. Expected volume growth ~ 4-5% at Aalborg/Unicon;~ +2% in It
Slide 17: Expected Synergies
EXPECTED SYNERGIES Medium term targets: Cross-selling (importing white cement from Denmark into Italy; adding new grey cement Sales products) Synergies Main shareholder is no longer competing with customers: now Aalborg / Unicon can exploit their (€ 10m) full potential Common IT platform (Turk
Slide 18: Main Challenges
MAIN CHALLENGES Cash Operating Costs/Sales are rising Comments We estimate that cost increase will fully offset the impact of synergies, at least LABOUR for 2005 and 2006 COSTS LABOUR 14.2% LABOUR / COSTS OTHER 14.1% 14.1% Charter rates have increased SERVICES significantly in the last 15 months 25.
Slide 19: Pursuing Growth in a Mature Industry
PURSUING GROWTH IN A MATURE INDUSTRY 19
Slide 20: Cementir Recent History
CEMENTIR RECENT HISTORY EBITDA Growth: strong improvement from 1996 SALES CAGR +15.2% EBITDA CAGR +48% 2001 2004 Cementir was listed on the STAR Cementir acquired Aalborg segment of the Italian Stock Portland and Unicon Exchange* 1992 Cementir was acquired by the Cementir acquired Çimentas A.S. Calt
Slide 21: Focus on Shareholders Value
FOCUS ON SHAREHOLDERS VALUE Cementir share price (26/11/04) CEMENTIR Long term commitment to core cement & rmc business Focus on organic growth and acquisitions to strengthen business portfolio Main target: shareholders value creation 21
Slide 22: For Further Information
FOR FURTHER INFORMATION INVESTOR RELATIONS invrel@cementir.it Tel. +39 06 45412213 Fax. +39 06 45412288 22
Slide 23: Appendix
Cem: APPENDIX
Slide 24: Cementir Overview
CEMENTIR OVERVIEW Company Structure Market Caltagirone Group 36% 64% 19% 100% 100% 78.1% 99.9% INTERCEM 97.8% 84.7% AALBORG 100% 100% UNICON 100% YAPITEC CIMBETON 100% UNICON AS SA PORTLAND AALBORG WHITE BETON Sp NORWAY 99.9% ISLANDI hf. POLAND CEMENTIR KARS 100% 99.9% DELTA S.p.A. DESTEK CIMENTO 99
Slide 25: The Caltagirone Group
THE CALTAGIRONE GROUP ¾ The Caltagirone Group is a family-controlled industrial concern with aggregated ‘03 sales over €1 bn (§) ¾ Group structure is based on 5 main activities: Construction, Cement, Media, Real Estate, Financial Investments. ¾ Besides over € 1bn of liquid assets, of which around €
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