Aeroports De Paris · EURONEXT:ADP
Aeroports De Paris — Merger or Acquisition (October 2008)
56 slides from Aeroports De Paris's merger presentation, Oct 21, 2008
Slide 1: Creating a leading global alliance in the airport industry
Creating a leading global alliance in the airport industry 21 October 2008 1
Slide 2: Disclaimer
Disclaimer The transactions contemplated by this document are subject to the parties obtaining the relevant opinions, approvals and authorizations, including workers councils opinion and boards and shareholders approvals. This document contains forward-looking statements based on management’s curren
Slide 3: Table of contents
Table of contents Page 1. Transaction highlights 5 2. Overview of Schiphol Group 12 3. Creating a leading global alliance in the airport industry 26 4. Significant synergies expected 45 5. Key transaction terms 48 6. Conclusion 51 3
Slide 4: Speakers
Speakers Aéroports de Paris Pierre Graff – Chairman and Chief Executive Officer François Rubichon – Deputy Chief Executive Officer Laurent Galzy – Chief Financial Officer Schiphol Group Gerlach Cerfontaine – President and Chief Executive Officer (until 31 December 2008) Jos Nijhuis – President and C
Slide 5: 1. Transaction highlights
1. Transaction highlights 2. Overview of Schiphol Group 3. Creating a leading global alliance in the airport industry 4. Significant synergies expected 5. Key transaction terms 6. Conclusion 5
Slide 6: Anticipating future challenges of a changing airport and airlines environment
Anticipating future challenges of a changing airport and airlines environment The environment is changing Competition intensifies between airports and airlines alliances Airlines consolidate Airports and airlines are facing tougher market conditions Airports must anticipate future challenges Innovat
Slide 7: Creation of a leading alliance to strengthen competitive position
Creation of a leading alliance to strengthen competitive position #2 airport group in Europe with 86.4MM pax (1) #5 airport group in Europe with 50.4MM pax (1) #1 for cargo with 2.2MM T (1) #3 for cargo with 1.6MM T (1, 2) Among fastest growing large hubs in Europe (3) Voted #1 airport in Europe for
Slide 8: Key transaction terms designed to optimise success of alliance
Key transaction terms designed to optimise success of alliance Long-term Eight areas of cooperation identified with 60 key initiatives to be implemented industrial Exclusivity for future international airport developments cooperation 12-year initial duration, regular review of progress with possibil
Slide 9: Bold strategic move with joint mutual benefits
Bold strategic move with joint mutual benefits Aviation: Improve value proposition (service level, product offering) to end-users improve Strengthen alliance network through successful development of dual hub with SkyTeam competitiveness Further enhance network attractiveness towards all carriers th
Slide 10: Significant synergies expected for the benefit of all stakeholders
Significant synergies expected for the benefit of all stakeholders Aéroports de Paris targets to keep a significant Total fully-phased identified synergies share of the synergies Year 2013 (€MM) Real Estate / Aviation 100 Other 45–50% 89 20–25% 90 20 80 18 69 4 Retail 70 30–35% 14 16 Aéroports de Pa
Slide 11: Attractive financial case
Attractive financial case Expected accretive transaction for both airport groups Acquisition of 8% of Schiphol Group share capital through a reserved capital increase of €370MM Implied LTM EBITDA x (1): 11.3x Implied LTM P/E (1): 22.3x Acquisition of 8% of Aéroports de Paris share capital from the F
Slide 12: 2. Overview of Schiphol Group
1. Transaction highlights 2. Overview of Schiphol Group 3. Creating a leading global alliance in the airport industry 4. Significant synergies expected 5. Key transaction terms 6. Conclusion 12
Slide 13: Overview of the group
Overview of the group Group structure N.V. Luchthaven Schiphol Schiphol Nederland B.V. Schiphol International B.V. 5 7 6 4 12 1 14 10 13 8 2 9 3 11 1 Amsterdam Airport Schiphol 5 Arlanda Stockholm (Retail Joint Venture) 2 Rotterdam Airport 6 Milan Malpensa (Real Estate) 3 Eindhoven Airport 7 Vienna
Slide 14: Overview of the group (cont'd)
Overview of the group (cont’d) Shareholding and governance Shareholding structure (post transaction) Governance Name Age At Schiphol since Function Supervisory Board Peter-Jan Kalff 71 1997 Chairman of the Board Vice Chairman Antony Ruys 61 2006 Member Toon Woltman 71 1998 City of Aéroports de Paris
Slide 15: Schiphol airport: attractive location and infrastructures
Schiphol airport: attractive location and infrastructures Large catchment area: … Served by modern infrastructures 34MM people within 200 km of Schiphol … The Groningen Netherlands market: 200 km 16MM inhabitants Amsterdam Schiphol Lelystad The Hague Utrecht Rotterdam Münster Eindhoven Dortmund Düss
Slide 16: Schiphol's strategic vision: the AirportCity concept
Schiphol’s strategic vision: the AirportCityTM concept Principal objectives Create sustainable value for our stakeholders Maintain Amsterdam Airport Schiphol as the leading AirportCityTM Rank among the world’s leading airport companies A strategy focusing on three fundamental pillars Strengthen Main
Slide 17: Traffic at Amsterdam Airport Schiphol
Traffic at Amsterdam Airport Schiphol Steady growth and well diversified traffic base Passengers (MM) (2) Cargo (T ‘000) (2) 50 1800 % = 4.2 45 R9 7–07 1600 = 3.3 % CAG –07 R 97 40 CAG 1400 35 1200 30 1000 25 800 20 (1) 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 LTM (1) 1997 1998 1999 20
Slide 18: Overview of the group's business areas
Overview of the group’s business areas Four business areas: complementary and inextricably linked Alliances & Aviation Consumers Real Estate Participations Schiphol Group: Four Business Areas Revenue: €650MM (1) Revenue: €301MM (1) Revenue: €124MM (1) Revenue: €71MM (1) Regulated % of total: 56.7% %
Slide 19: Aviation: dual till regulation
Aviation: dual till regulation Overview of regulation Activities regulated Principles of regulation Regulated through Aviation Act and Decrees Take-off, landing and parking of aircraft Regulatory authority: NMa (Netherlands Competition Authority) Handling of aircraft passengers and their baggage Ben
Slide 20: Aviation – Overview
Aviation – Overview Contribution to Schiphol Group 2007 Proven track record for successful cost control Revenue EBITDA (€ / WLU (1)) 10.00 Aviation Aviation 8.00 3.09 3.00 2.89 3.14 57% 45% 2.02 2.53 6.00 2.10 1.29 1.91 2.07 1.68 1.90 1.91 1.60 1.90 4.00 -2.6% -1.7% Other Other 4.75 2.00 3.62 3.93 3
Slide 21: Consumers – Overview
Consumers – Overview Contribution to Schiphol Group 2007 Strategy / prospects Revenue EBITDA Increase / upgrade commercial area (lounges 2 and 3) Parking: yield management, extend product portfolio, Consumers Consumers TransferCity development 26% 35% Extension of direct retail operations: acquisiti
Slide 22: Real Estate – Overview
Real Estate – Overview Contribution to Schiphol Group 2007 Overview of business area Revenue EBITDA (1) Activity – Develops, manages, operates and invests in property Real Estate Real Estate at and around airports at home and abroad 11% 16% – Main part of portfolio at Amsterdam Schiphol Airport Key
Slide 23: Alliances & Participations – Overview
Alliances & Participations – Overview Contribution to Schiphol Group 2007 Strategy / prospects Revenue EBITDA Regional airports focus A&P A&P – Rotterdam: business travelers 6% 4% – Eindhoven: charter and LCCs – Lelystad: charter and leisure Other Other International developments 94% 96% – Future op
Slide 24: Financial performance: H1 2008 consolidated results
Financial performance: H1 2008 consolidated results Schiphol financial performance (H1 08) Comments In €MM H1 08 H1 07 ∆% FY 07 Passenger growth up 2% to almost Traffic (MM passengers - Amsterdam) 22.8 22.4 +2.0% 47.8 23MM Revenue growth of 1.7% to €550MM, Revenue 550 540 +1.7% 1,146 mainly driven b
Slide 25: Schiphol Group guidance
Schiphol Group guidance Flat passenger traffic growth in 2008 and flat to slightly negative growth in 2009 for Amsterdam Airport Traffic Schiphol From 2010 onwards, passenger growth in line with economic growth Aviation: proposed increase in November 2008 of passenger and takeoff / landing charges b
Slide 26: 3. Creating a leading global alliance in the airport industry
1. Transaction highlights 2. Overview of Schiphol Group 3. Creating a leading global alliance in the airport industry 4. Significant synergies expected 5. Key transaction terms 6. Conclusion 26
Slide 27: Creating a leading global alliance in the airport industry
3 Creating a leading global alliance in the airport industry Joint mutual benefits Aviation: improve competitiveness and sustainability Non aviation: accelerate growth in Retail, Real Estate, Telecom An efficient governance to ensure the success of the cooperation International: enhance deployment o
Slide 28: A unique cooperation in Europe…
A unique cooperation in Europe… European competition : Aéroports de Paris / Schiphol Group clear "hub - alliance" axes in a represent a unique cooperation consolidating European airlines landscape A Clear dual hub strategy based on Air France-KLM historic airport / airline cooperation Opportunity to
Slide 29: … best positioned in the European competitive environment…
… best positioned in the European competitive environment… Greatest # of destinations (1) offered Large combined catchment area in Europe amongst major European hubs Millions of inhabitants living within 200 km of the airport +34 +57 143 136 Unique 34 Schiphol 112 109 ADP + Schiphol 59 86 London 25
Slide 30: … and ideally fit to develop the dual hub concept
… and ideally fit to develop the dual hub concept Increased frequency to destinations served by Air France-KLM dual hub system in Europe both airports Average Frequency per Day Weekly Long-haul / Medium-haul connections in under two hours 14 Avg. frequency to 52 shared destinations: AMS Aéroports de
Slide 31: Strengthen dual hub strategy
Strengthen dual hub strategy Process improvement to optimize Parallel collaborative process in place the dual hub concept Ensure quick, reliable and simple transfer and make the Paris-Amsterdam link as simple as a subway for transfer passenger Driven by airlines Align process in shared (airline/airp
Slide 32: Improve value proposition to end-users
Improve value proposition to end-users Improvement levers Harmonize terminal layout and shared signage Development of a Standardize procedures and diffusion of best practices: Value consistent customer proposition to Check-in and boarding procedures experience on both passengers Information provided
Slide 33: Enhanced network attractiveness towards other airlines and vs. specialized hubs
Enhanced network attractiveness towards other airlines and vs. specialized hubs Strengthened competitiveness vs. specialized Enlarged offer to clients hubs More frequencies than specialized hubs Action plan Frequency on key destinations (# flights / week) Enhanced market attractiveness of combined C
Slide 34: Optimize airport operations efficiency and sustainability
Optimize airport operations efficiency and sustainability Improvement levers Organization redesign Joint design and implementation of excellence center on airport Organization through joint operations approach e.g. luggage security control unit Common development of new products / systems for all ai
Slide 35: Retail: venues for enhanced performance
Retail: venues for enhanced performance Improve revenue generation Sales improvement potential - Retail airside 2007 and operational efficiency Aéroports de Paris Schiphol Group Catching-up sales productivity at Aéroports de Paris by Concession leveraging Schiphol Group capabilities fees / IDP (1) R
Slide 36: Cooperation in Real Estate
Cooperation in Real Estate Leverage on mutual expertise Coeur d’Orly Each party will benefit from the other's experience Schiphol Group AirportCityTM concept very similar to (Phase 1) Aéroports de Paris Coeur d'Orly project Common development of design, engineering and quality standards for speciali
Slide 37: Accelerate development in Telecom
Accelerate development in Telecom Short to medium term benefits Long term opportunities Improve services and increase market share with top customers Develop new services based on unique link between Better penetrate international airports Amsterdam / Paris-Charles de Gaulle / Paris-Orly airports Fo
Slide 38: Aéroports de Paris and Schiphol Group strong international footprint
Aéroports de Paris and Schiphol Group strong international footprint Strong international presence of both groups Unique set of combined expertise and resources Aéroports Schiphol de Paris Group Large and 9 airports, 9 businesses diversified including Arlanda Stockholm 26 airports (1) Liege (Retail
Slide 39: Common strategy for international activities
Common strategy for international activities Ambition Be one of the leading international operators by combining teams, commercial networks and skills Joint approach for future international airport developments with key focus on strengthening Objectives the dual hub within SkyTeam network internati
Slide 40: Creating a leading global alliance in the airport industry
3 Creating a leading global alliance in the airport industry Joint Joint mutual mutual benefits benefits Aviation: improve competitiveness and sustainability Non aviation: accelerate growth in Retail, Real Estate, Telecom An efficient governance to ensure the International: enhance deployment of lea
Slide 41: A specific organization
A specific organization 3 principles at each level Equality Effectiveness Aéroports de Paris Schiphol Group Action-driven and result-driven mindset / orientation Industrial Cooperation Committee (“ICC”) Decentralized monitoring Program Management Office Dual Hub and Airport Retail International Real
Slide 42: Industrial Cooperation Committee (ICC)
Industrial Cooperation Committee (“ICC”) G. Cerfontaine / A. Rutten P. Graff F. Rubichon J. Nijhuis (COO, Schiphol Group) (CEO, ADP) (Deputy CEO, ADP) (CEO, Schiphol Group) Composition L. Galzy René Brun P. Verboom M. de Groof (CFO, ADP) (CDG Director, ADP) (CFO, Schiphol Group) (CCO, Schiphol Group
Slide 43: Eight Steering Committees: action / result-driven mindset
Eight Steering Committees: action / result-driven mindset Equal number of Aéroports de Paris and Schiphol Group stakeholders (up to 10 Composition members) Chairmen of steering committees identified and to be appointed shortly 8 steering committees Operating Co-chairmanship Aéroports de Paris / Schi
Slide 44: Business streams
Implementation: 60 initiatives already identified Aéroports de Paris / Schiphol Group initiatives – Overview of collaborative program structure Description Workplan 1 Dual Hub Network Initiatives developing the dual hub with SkyTeam and strengthening Attractiveness the network attractiveness (enlarg
Slide 45: 4. Significant synergies expected
1. Transaction highlights 2. Overview of Schiphol Group 3. Creating a leading global alliance in the airport industry 4. Significant synergies expected 5. Key transaction terms 6. Conclusion 45
Slide 46: A highly attractive transaction: strong synergies potential
A highly attractive transaction: strong synergies potential Expected implementation schedule of Total fully-phased identified synergies Aéroports de Paris identified synergies (€MM) Year 2013 (€MM) 69 100 70 89 90 59 14 (1) 60 20 80 18 69 4 13 70 50 14 16 60 40 50 30 40 55 71 46 30 20 17 55 20 8 10
Slide 47: Estimated sources of synergies for Aéroports de Paris
Estimated sources of synergies for Aéroports de Paris Revenue / cost synergies: Overview of sources of synergies estimated contribution by business Aviation Common specifications and pooling of purchases for Other specific equipments and services (security, airside, etc.) Aviation 20–25% 45–50% Intr
Slide 48: 5. Key transaction terms
1. Transaction highlights 2. Overview of Schiphol Group 3. Creating a leading global alliance in the airport industry 4. Significant synergies expected 5. Key transaction terms 6. Conclusion 48
Slide 49: Key transaction terms
Key transaction terms Reciprocal membership at respective Board of Directors / Supervisory Board CEO of Aéroports de Paris member of Schiphol Group Supervisory Board and Audit Committee (1) Governance CEO and CFO of Schiphol Group members of Aéroports de Paris Board of Directors, CEO member of Strat
Slide 50: Expected calendar to completion
Expected calendar to completion Date Event October 21 Announcement of the transaction Consultation of the workers’ council of Aéroports de Paris Board of directors of Aéroports de Paris approving the transaction Approval of final transaction documentation by each of the shareholders of Schiphol Grou
Slide 51: 6. Conclusion
1. Transaction highlights 2. Overview of Schiphol Group 3. Creating a leading global alliance in the airport industry 4. Significant synergies expected 5. Key transaction terms 6. Conclusion 51
Slide 52: A successful alliance between two European airport leaders
A successful alliance between two European airport leaders Long-term industrial cooperation between two of Europe's leading airport groups 8% cross-shareholding to reinforce each airport group's commitment to the industrial cooperation Transaction creates a leading global alliance in the airport ind
Slide 53: Additional materials
Additional materials (3 . _w AEROPORTS DE PARIS Schiphol Group cant! a — 53
Slide 54: A strong business case for Aéroports de Paris and Schiphol Group
A strong business case for Aéroports de Paris and Schiphol Group Strategicbenefits benefits Qualitativebenefits benefits Strategic Qualitative Harmonized Harmonizedand andstrengthened strengthenedcustomer customerexperience experienceboth bothinin Improved Improvedcompetitiveness competitivenessand
Slide 55: Reciprocal membership at Board of Directors / Supervisory Board
Reciprocal membership at Board of Directors / Supervisory Board Aéroports de Paris Schiphol Group Board of Directors Supervisory Board 18 members 8 members from from 7 appointed by 15/7/2009 7 employee 7 French State 15/7/2009 general meeting Current 7 members representatives representatives of whic
Slide 56: Change in guidance since the IPO
Change in guidance since the IPO 2006-2010 guidance Revised 2006-2010 guidance announced during the IPO March 2008 ERA assumption: +3.75% a year Guidance 2008: approximately 2% growth(1) Traffic Guidance 2009: slight growth(1) Regulated rates 3.25% a year + inflation In line Target: open over 11,000
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