Prysmian S.p.a. · MIL:PRY
Prysmian — Merger or Acquisition (December 2017)
14 slides from Prysmian's merger presentation, Dec 4, 2017
Slide 1: The Acquisition of General Cable
A KEY MILESTONE IN PRYSMIAN’S GROWTH STORY: THE ACQUISITION OF GENERAL CABLE DECEMBER 4th, 2017
Slide 2: Transaction Highlights
TRANSACTION HIGHLIGHTS Transaction • Prysmian has entered into a merger agreement to acquire 100% of the outstanding shares of General Cable (“GC”) (the terms and “Transaction”), representing a total Enterprise Value of approximately $3bn structure • GC shareholders to receive a cash consideration o
Slide 3: An Industry-Shaping Move Driven by a Strong Acquisition Rationale
AN INDUSTRY-SHAPING MOVE DRIVEN BY A STRONG ACQUISITION RATIONALE Enhancing Prysmian’s worldwide leadership Highly complementary geographical presence with major exposure increase to North America and expansion in Europe and Latam Extended and synergic product portfolio Combination of management exp
Slide 4: General Cable: An Iconic Industry Leader
GENERAL CABLE: AN ICONIC INDUSTRY LEADER Company overview Brand portfolio • With over 150+ years of history and headquartered in Kentucky (USA), North America Europe Latam General Cable is a global player in the development, design, manufacture, marketing and distribution of copper, aluminum and fib
Slide 5: A Landmark Acquisition in Prysmian's Growth Story
A LANDMARK ACQUISITION IN PRYSMIAN’S GROWTH STORY 2005 2008 2011 2015 2017 Reacting to downturn through “Bolt-On” Landmark Profitable growth Managing the downturn consolidation acquisitions deal Public #1 cable Enhancing Listing Post-merger integration company maker leadership Jul 05: May 07: Strate
Slide 6: Enhancing Prysmian's Worldwide Leadership
ENHANCING PRYSMIAN’S WORLDWIDE LEADERSHIP Top 12 global cable & systems players by revenue (€bn) 11.1 7.8 3.3 P + GC Prysmian Nexans Southwire GC Hengtong CommScope LS Cable Furukawa Baosheng Sumitomo Leoni Fujikura NKT Optic-Electric Science & Electric + Tech Note: all figures based on LTM availabl
Slide 7: Highly Complementary Geographical Presence with Strong North American Platform
HIGHLY COMPLEMENTARY GEOGRAPHICAL PRESENCE WITH STRONG NORTH AMERICAN PLATFORM EMEA Prysmian core presence with limited overlapping NORTH €6.0bn AMERICA €3.1bn APAC Increased presence in North America Leveraging on Prysmian resulting in improved consolidated footprint country mix €950m Presence1 Pry
Slide 8: Unique and Highly Complementary Combination
UNIQUE AND HIGHLY COMPLEMENTARY COMBINATION Combined + = entity APAC APAC 12% Latam Europe 9% 18% 23% Latam Latam Sales 6% 9% breakdown by geography North EMEA 54% LTM 3Q-2017 America + = North (%) 15% America EMEA North 28% 67% America 59% Increase revenue balance with expanded presence to North Am
Slide 9: Multiple Sources of Synergies All Under Management Control
MULTIPLE SOURCES OF SYNERGIES ALL UNDER MANAGEMENT CONTROL Expected pre-tax run-rate cost synergies Sources of estimated synergies • Procurement ~€150m Substantial • Overhead costs’ saving part achieved • Manufacturing footprint optimization Additional potential upside from net working capital manag
Slide 10: Key Combined Financial Figures
KEY COMBINED FINANCIAL FIGURES All figures excluding synergies + = Combined LTM 3Q-2017 entity Sales 7,772 + 3,313 = 11,085 (€m) EBITDA adj. 729 + 201 = 930 (€m) EBIT adj. 553 + 133 = 686 (€m) Note: EBITDA and EBIT adjusted for non recurring items, restructuring costs and other non operating costs a
Slide 11: Flexible Capital Structure Coupled with Significant Value Creation
FLEXIBLE CAPITAL STRUCTURE COUPLED WITH SIGNIFICANT VALUE CREATION Prysmian NFP 2017 evolution (€m) NFP/EBITDA1 (x) 2.9x 3 2,425 3,025 (300) 2,725 Cash consideration for ordinary shares 1,308 0.8x GC NFP 1,117 refinancing5 2 600 NFP 2017E New debt issued at closing NFP 2017PF 2013 Convertible NFP 20
Slide 12: Indicative Timetable and Transaction Structure
INDICATIVE TIMETABLE AND TRANSACTION STRUCTURE Indicative timetable Transaction structure December GC Prysmian Prysmian • Transaction announcement shareholders shareholders shareholders 4th, 2017 Prysmian Prysmian • 1Q-2018 General Cable EGM to vote for the Cash merger consideration Transaction Prys
Slide 13: Key Takeaways
KEY TAKEAWAYS • Landmark and unique opportunity in Prysmian’s growth story to enhance its worldwide leadership • Highly complementary geographical presence with major exposure increase in North America; expansion in Europe and Latam • Estimated pre-tax run-rate cost synergies of ~€150m within five y
Slide 14: Thank you!
Thank you!