Fluidra, S.a. · BME:FDR
Fluidra — Merger or Acquisition (November 2017)
33 slides from Fluidra's merger presentation, Nov 6, 2017
Slide 1: Creating A Global Leader In Pool Equipment and Solutions
+ Creating A Global Leader In Pool 6th November 2017 Equipment and Solutions
Slide 2: Disclaimer
Disclaimer This document is for information purposes only and does not constitute an offer to sell, exchange or buy, or an invitation to make offers to buy, securities issued by any of the companies mentioned. This financial information has been prepared in accordance with International Financial Re
Slide 3: Today's Speakers
Today’s Speakers Eloi Planes Xavier Tintore Bruce Brooks Executive Chairman and CEO Chief Financial Officer and Chief Executive Officer Corporate General Manager ■ Over 20 years of experience ■ Over 25 years experience in ■ Over 30 years of experience in the sector corporate and finance in in global
Slide 4: Fluidra at a Glance
Fluidra at a Glance Company Overview Highly Profitable and Cash Generating Business Sales / EBITDA ■ An international leader in solutions for Pool & Wellness (in €m) (LTM Jun-17) ■ Vertically integrated 11% Sales CAGR 19% EBITDA ■ Products sold in more than 150 countries CAGR ■ EBITDA: €102m 647 713
Slide 5: Fluidra's Strategic Objectives Fully Accomplished 1.5 Years in Advance
Fluidra’s Strategic Objectives Fully Accomplished 1.5 Years in Advance Target 2018 LTM-Jun 2017 Fluidra’s Strategic Plan(1) Actual Sales (€m) 750 769 P +2.5% Profitable Growth EBITDA (€m) 100 102 P +2.0% Net Income (€m) 30 34 P +12.3% ROCE (EBITA) (%) 11.9% 14.0% P +210 bps Value Capex / Sales (%) 4
Slide 6: Pool Market Global Industry Landscape
Pool Market Global Industry Landscape Market Weight by Geography(1) Market Dynamics ■ The Americas has the largest share of the global 17% pool equipment market at c. 54%, followed by Europe with c. 29% ■ Leading player with a global reach in a 29% 54% competitive and growing market with a mix of gl
Slide 7: Introducing Zodiac
Introducing Zodiac Company Overview Highly Profitable and Cash Generating Business Sales / EBITDA ■ Zodiac is a premium branded pure play pool solutions (in €m) company 13% Sales (LTM Jun-17) CAGR ■ Core competency in innovation and a industry leader in 18% EBITDA Internet of Pools (IoP) / connected
Slide 8: Introducing the New Fluidra
Introducing the New Fluidra Pro Forma Sales Split – By Business Unit Key Metrics (LTM-Jun 17) Residential 3%2% LTM Metrics in €m Pro Forma 6% Commercial Pool & 14% Wellness Pool Water Treatment Sales 769 501 1,269 7% Fluid Handling EBITDA 102 108 210 68% Irrigation & Domestic WT Industrial & Others
Slide 9: Strong Value Creation
Strong Value Creation ■ One of the North American leaders in in cleaners, heaters and water care Balanced Asset ■ Strong global competitor through the combination of currently existing platform in Europe with Zodiac’s leading position in the US Entry into a Market ■ US is largest contributor of ingr
Slide 10: A US Champion of Residential Pool Equipment Solutions
A US Champion of Residential Pool Equipment Solutions
Slide 11: Introducing Zodiac
Introducing Zodiac Company Overview Highly Profitable and Cash Generating Business Sales / EBITDA ■ Zodiac is a premium branded pure play pool solutions (in €m) company 13% Sales (LTM Jun-17) CAGR ■ Core competency in innovation and a industry leader in 18% EBITDA Internet of Pools (IoP) / connected
Slide 12: Zodiac Differentiated Business Model
Zodiac Differentiated Business Model Delivered through Customer-centric Leveraging User-driven, Innovative Products Marketing Approach Robust Global Footprint Continuous investment in R&D based on Total solution approach drives Most globally balanced of the full user and customer feedback cust
Slide 13: Comprehensive Product Portfolio of Globally Recognized, Market Leading Brands
Comprehensive Product Portfolio of Globally Recognized, Market Leading Brands Top brand in automatic pool Professional-grade line of Iconic French brand used cleaners pumps, filters, heaters, lights, primarily in Europe and the valves, chlorinators, and Southern Hemisphere automation Smartphone Top
Slide 14: Zodiac Americas Commercial Approach
Zodiac Americas Commercial Approach Zodiac Customers / Prescribers are the Main Focus of Zodiac Commercial Strategies Pool Builders Distribution Maintenance Pool Owners Services Remodelers Retailers Buying Groups Direct Customers (Retailers, Builders) Pull Strategy ■ User-driven, innovative products
Slide 15: Zodiac: A Compelling Story
Zodiac: A Compelling Story A Global Leader in Cleaners with Significant ■ A global leader in cleaners 1 Opportunity in Equipment (US) ■ Significant opportunity in equipment A Leader in New Construction ■ Potential to increase competitiveness in key market segments in the 2 Creating significant US Af
Slide 16: Compelling Strategic Story
+ Compelling Strategic Story
Slide 17: Compelling Strategic Combination
Compelling Strategic Combination 1 Structurally Attractive Industry ■ Large Installed Base Drives Annuity-Like Aftermarket ■ Growing New Pool Construction 2 A Global Leader in Pool Equipment and Solutions ■ Globally Recognized, Iconic Brands Allow Market Segmentation and Channel Optimization + ■ Hig
Slide 18: Structurally Attractive Industry
1 Structurally Attractive Industry Large Installed Base Drives Annuity-Like Aftermarket(1) Growing New Pool Construction(1) (In millions) (In ‘000s) 21 600 18 500 Prior peak 2007 15 400 12 300 9 200 6 3 100 0 0 2009 2011 2013 2015 2017F 2009 2011 2013 2015 2017F Europe N. America Australia LATAM RoW
Slide 19: Globally Recognized, Iconic Brands Allow Market Segmentation and Channel Optimization
Globally Recognized, Iconic Brands Allow Market 2 Segmentation and Channel Optimization 4 Industry Leading Brand Portfolio Industry’s Best Brands for Each Segment and Channel 19
Slide 20: High Geographic Complementary Reduces Risk Profile
High Geographic Complementary Reduces Risk 2 Profile 18 ■ €1.3bn of combined sales, with local presence in over 45 countries and sales in more than 150 countries ■ Access to virtually all major pool markets ■ Limited geographical overlap: significant cross-selling opportunity Zodiac Strength (1) Flu
Slide 21: Matched Product Offering and Strong Competency in Product Development
Matched Product Offering and Strong Competency in 2 Product Development to Drive Further Growth Above Ground Pools Automation / Connectivity Commercial Equipment ■ Continuous investment in R&D with largest patent Heaters & Dehumidifiers portfolio in the industry Over 1,100 patents combined Pressur
Slide 22: World Class Management Team Comprised of Industry and Functional Experts
World Class Management Team Comprised of Industry 2 and Functional Experts ■ Over 30 years of experience in ■ Over 20 years of experience in the global consumer and industrial sector products industries Eloi Planes ■ Fluidra’s CEO since 2006 and Bruce Brooks ■ Previously spent over 20 years at Execu
Slide 23: A Double-Engine Model: Growth & Resilience
3 A Double-Engine Model: Growth & Resilience Annual Revenue Growth Combined Business is 90% Resilient(1) Growth Contributors Range 10% New Build over all- time low Installed Base Growth 3.5-4.5% 30% New Build at all-time low New Construction 1.0-1.5% Growth Sales 60% Aftermarket Market Share Growth
Slide 24: Significant Synergies that Deliver Long Term Value
3 Significant Synergies that Deliver Long Term Value 11 ■ Manufacturing consolidation ■ Procurement opportunities Cost ■ Optimization of logistics operations ~€35m of run-rate cost synergies by 2020, with Synergies ■ Reduction in indirect operating expenses one-off costs of ~€30m ■ Regional sales in
Slide 25: Financially Compelling Business Model…
3 Financially Compelling Business Model… Key Financial Metrics PF Combined PF Combined LTM-Jun 17 LTM-Jun 17 Pre-Synergies Post-Synergies Sales 769 501 Sales Growth (€m) 1,269 (%) 12% 11% growth 13% growth EBITDA EBITDA 102 108 (€m) 210 Margin 17% 19% 13% margin 21% margin (%) EBITA EBITA 76 94 (€m)
Slide 26: …with a Strong and Growing Cash Generation Profile
3 …with a Strong and Growing Cash Generation Profile LTM-Jun 17 PF Key Drivers 2020 Guidance ■ Steady aftermarket growth driven by installed Sales base ■ 6-7% organic annual growth rate 1,269 (€m) ■ New construction recovery in Europe and US ■ Upside from synergies and M&A ■ Cross-selling opportunit
Slide 27: Transaction Overview
Tr a n s a c t i o n Overview 2 Structure Statutory merger; Fluidra to issue 83 million new shares to Zodiac shareholders Ownership 42% Rhône Capital / 29% Fluidra Founding Families / 29% free float Transfer Restriction Restrictions on share transfers of 3 years for Families and 2 years for Rhône Es
Slide 28: Key Transaction Milestones
Key Transaction Milestones Milestones Timeline 1 Execution of Legal Documentation November 2017 2 Fluidra’s General Shareholders’ Meeting Q1 2018 3 Expected Launch of Refinancing Process Q1 2018 4 Expected Antitrust Clearance H1 2018 5 Resolution on Tender Exemption by CNMV H1 2018 6 Effectiveness o
Slide 29: Creating a Global Leader
Creating a Global Leader A leader in Europe, Australia, Asia and South Africa P A global leader in pool equipment and solutions A leader in North America (US is largest pool market globally) Industry’s most A global leader in cleaners Broadest product portfolio in residential pool P comprehe
Slide 30: Compelling Strategic and Financial Benefits
Compelling Strategic and Financial Benefits Strategic Benefits… + …Will Drive Financial Returns P P A global leader in pool equipment Strong free cash flow generation and solutions P Industry’s most comprehensive product portfolio P Significant cost synergies expected, with sales synergies as a furt
Slide 31: Thank You
Thank You
Slide 32: Appendix
Appendix FLUIDRA Plates @zopi1ac
Slide 33: Zodiac Financial Summary
Zodiac Financial Summary Sales EBITDA and Margin (€ in millions) (€ in millions) 13% CAGR €501 18% €471 CAGR €434 €373 €108 €98 €82 €71 20.7% 21.5% 19.0% 19.0% 2014A 2015A 2016A LTM-Jun 2014A 2015A 2016A LTM-Jun 2017 2017 “Early Buy” Shift ■ During July 2017, Zodiac made the decision to change the t