Tecnoglass Inc. · NYSE:TGLS
Tecnoglass — Andina Acquisition — SPAC Merger (September 2013)
24 slides from Tecnoglass's SPAC merger presentation, Sep 4, 2013
Slide 1: Proposed Merger with Andina Acquisition Corporation
A Leading Manufacturer of Architectural Glass & Windows Proposed Merger with Andina Acquisition Corporation (NASDAQ:ANDA/ANDAU/ANDAW) August 2013
Slide 2: Filing notice and proxy solicitation information
2 This slide show was filed with the Securities and Exchange Commission on August 22 , 2013 as part of the Form 8 - K filed by Andina Acquisition Corporation (“ Andina ”) . Andina is holding presentations for certain of its shareholders, as well as other persons who might be interested in purchasing
Slide 3: Forward Looking Statements
3 FORWARD LOOKING STATEMENTS This presentation may include “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 . Forward - looking statements may be identified by the use of words such as “anticipate”,
Slide 4: Financial Presentation
4 FINANCIAL PRESENTATION Certain of the financial information contained herein is unaudited and does not conform to SEC Regulation S - X . Furthermore, it includes EBITDA (earnings before interest, taxes depreciation and amortization) which is a non - GAAP financial measure as defined by Regulation
Slide 5: The Opportunity
• Tecnoglass S.A. and C.I. Energia Solar E.S Windows to go public via transaction with Andina Acquisition Corporation • Current owners of Tecnoglass will retain majority ownership and operational control • Proceeds devoted exclusively to funding growth; no selling shareholders • Combined entity: Tec
Slide 6: The Transaction: Summary of Merger Terms
THE TRANSACTION Summary of Merger Terms • Business combination valued at approximately $243 mm or approximately $ 278 mm on a pro forma fully diluted (treasury method) basis (1 ) – 10.3x LTM 6/30/2013 adjusted EBITDA – 9.7x 2013E adjusted EBITDA – Significant discount to publicly traded peers (2) •
Slide 7: Transaction Highlights: Structure & Ownership
3,000,000 total contingent consideration shares to TGS/ES − The contingent shares may be issued based on meeting the EBITDA targets of $36 mm in 2014, $40 mm in 2015 and $45 mm in 2016; or − By meeting certain stock price targets in the same year, $12.00 in 2014, $13.00 in 2015 and $15.00 in 2016
Slide 8: Investment highlights summary
INVESTMENT HIGHLIGHTS Industry Leader High Quality, Innovative Products Global Customer Base; Hi - Spec Products for Premier Properties Record of Success; Robust Growth Projected High Barriers to Entry Attractive Market Dynamics and Compelling Valuation Strong & Experienced Management Team
Slide 9: Industry Leader
9 INVESTMENT HIGHLIGHTS Industry Leader • Tecnoglass S.A. – founded 1994 – #1 glass transformation company in Colombia with 40% market share – Glass Magazine has ranked Tecnoglass as the second largest glass fabricator serving the U.S. market in 2012 (1) – Aluminum plant established 2007 ( Alutions
Slide 10: High Quality, Innovative Products: Glass Products
INVESTMENT HIGHLIGHTS High Quality, Innovative Products 10 Glass Products Description Laminated / Thermo - Laminated Produced by bonding two glass sheets with an intermediate film between. Safety product – fractures into small pieces if it breaks. Thermo - Acoustic Manufactured with two or more glas
Slide 11: High Quality, Innovative Products: Finished Products
INVESTMENT HIGHLIGHTS High Quality, Innovative Products 11 Finished Products Windows Floating facades Commercial display windows Hurricane - proof windows Automatic doors Commercial display windows Bathroom dividers Aluminum Products Bars Plates Profiles Rods Tubes
Slide 12: Global Customer Base; Hi-Spec Products for Premier Properties
INVESTMENT HIGHLIGHTS Global Customer Base; Hi - Spec Products for Premier Properties • 300+ customers in North, Central and South America • No customer accounts for greater than 10% of revenues • 80 - 85% of glass and aluminum sales to architectural market; 15 - 20% to industrial • Sell architectur
Slide 13: Premier Properties Project Examples
13 INVESTMENT HIGHLIGHTS Global Customer Base; Hi - Spec Products for Premier Properties Park Square at Doral (Miami, FL) Trump Plaza (Panama) South Dade Miami Cultural Arts Center (Miami, FL) The W Hotel (Ft. Lauderdale, FL) Miami Courthouse (Miami, FL) 4 Waterway Square (The Woodlands, TX) Aeropue
Slide 14: Record of Success; Robust Growth Projected
INVESTMENT HIGHLIGHTS Record of Success; Robust Growth Projected 14 (1) Unaudited $60 $64 $84 $93 $107 $127 $44 $50 $75 $88 $93 $107 $104 $114 $158 $180 $200 $234 2010A 2011A 2012A LTM 6/30/13 2013E 2014E Consolidated Revenue (USD mm) Tecnoglass Energia Solar $7 $9 $14 $14 $18 $23 $4 $5 $9 $13 $10 $
Slide 15: Strategy for Continued Growth
INVESTMENT HIGHLIGHTS Record of Success; Robust Growth Projected Strategy for Continued Growth • Post - transaction balance sheet significantly expands bonding capacity by at least $100mm in the US ( currently $60 mm), allowing participation in larger projects • Increase market share in U.S. and Sou
Slide 16: High Barriers to Entry
16 INVESTMENT HIGHLIGHTS High Barriers to Entry • Vertical integration • Strict regulation and product standardization requirements, notably in hurricane - prone markets in the U.S., Latin America, and Caribbean • Demand for quality: safety, comfort, environmental control • Only PPG certified glass
Slide 17: Vertically Integrated State-of-the-Art Manufacturing Facility
INVESTMENT HIGHLIGHTS High Barriers to Entry: Vertically Integrated State - of - the - Art Manufacturing Facility 17 1.2 mm square foot, state - of - the - art manufacturing complex in Barranquilla, Colombia provides distinct and formidable competitive advantage Glass production; features include: –
Slide 18: High Barriers to Entry: Strategic Location
• ~ $27 mm in capital investments (2012) • Best practices in sustainability and environmental responsibility – Recycle ~ 30% of manufacturing - related residues – Self - supplied power generation • Location favors: – Exports to the Americas, the Caribbean, and the Pacific – Imports of raw materials
Slide 19: Attractive Market Dynamics
INVESTMENT HIGHLIGHTS Attractive Market Dynamics • Global construction industry expected to grow from $7.2 trillion currently to over $10 trillion by 2020 (13% of global GDP to 15%) (1) • Latin America: $550 billion – Growing annually at 6% with good long - term prospects (2) • U.S.: $830 billion –
Slide 20: U.S. demand for windows expected to grow
INVESTMENT HIGHLIGHTS Attractive Market Dynamics U.S. demand for windows is expected to grow significantly over the next several years... 66.7 59.1 48.4 38.9 41.6 37.9 40.5 45.8 54.2 58.9 0.0 10.0 20.0 30.0 40.0 50.0 60.0 70.0 80.0 90.0 100.0 2006 2007 2008 2009 2010 2011 2012E 2013E 2014E 2015E U.S
Slide 21: Southeastern U.S. / Florida impact-resistant window market
INVESTMENT HIGHLIGHTS Attractive Market Dynamics ...aided by niche Southeastern U.S. / Florida impact - resistant window and door market 0 50 100 150 200 250 2006 2007 2008 2009 2010 2011 2012 2013E 2014E 2015E 2016E Florida Total Housing Starts (000s) (2) Florida Impact Resistant Window & Door Mark
Slide 22: Strong & Experienced Management Team
22 INVESTMENT HIGHLIGHTS Strong & Experienced Management Team Name Position Jose M. Daes CEO of Energia Solar Christian Daes President of Tecnoglass Rodolfo E. Meola President of Energia Solar • Tecnoglass management will remain in place
Slide 23: Comparison to Public Comparables: Business Comparison
COMPARISON TO PUBLIC COMPARABLES Business Comparison Competitor LTM Revenue HQ Commercial Reside ntial Project Size Glass Alum Hurricane Proof Geographic Reach Customers LTM EBITDA Margin Apogee (APOG) $725mm Minnesota, US x - Mid / Large x - x U.S. & Brazil Contractors & Distributors 8.0% PGT (PGTI
Slide 24: Attractive Valuation & Growth Profile
COMPARISON TO PUBLIC COMPARABLES Attractive Valuation & Growth Profile 24 • Over the last 12 months, the share - price performance of Tecnoglass’s public comparables has far outperformed the growth of S&P, Nasdaq and Dow Jones Indexes • Transaction values Tecnoglass at a compelling discount to close