Slide 1: Acquisition of Nordenia
Acquisition of Nordenia July 2012
Slide 2: Disclaimer
Disclaimer This document, which has been issued by Mondi Group ("Mondi"), comprises written materials for a presentation to investors concerning the acquisition of Nordenia International AG (“Nordenia”) (the “Transaction” or the “Acquisition”). This document, the presentation and any related materia
Slide 3: Agenda
Agenda Acquisition highlights Information on Nordenia Strategic rationale Financing Management Summary Appendices Page 3
Slide 4: Acquisition highlights
Acquisition highlights Acquisition of Nordenia 93.4% shareholding acquired for a cash consideration of EUR240m Additional EUR398m of debt and debt-like liabilities1 assumed Equates to 6.6x 2011 EV/EBITDA2 and 9.3x 2011 EV/EBIT2 Equity cash consideration of EUR240m financed by a new two year EUR250m
Slide 5: Information on Nordenia
Acquisition highlights Information on Nordenia Acquisition rationale Financing Management Summary Appendices Page 5
Slide 6: An innovative consumer packaging solutions provider
An innovative consumer packaging solutions provider Nordenia is an international supplier of innovative Production facilities consumer packaging solutions and hygiene Key: components Nordenia plant Competitive advantage through proprietary technology and customer-focused innovation International pre
Slide 7: Leading, innovative, consumer focused products
Leading, innovative, consumer focused products Consumer packaging Hygiene components Re-closable bags and Feminine hygiene Advanced films Lamination Diaper components stand-up pouches release liner Product • Advanced films for labels, • Pre-made, re-closable bags • Printed laminates to • Film based
Slide 8: Innovation, technology and product know-how create strong competitive advantage
Innovation, technology and product know-how create strong competitive advantage An example: elastic diaper components Compounding Film extrusion Lamination Sales • Unique raw • Unique recipe portfolio • In house developed • Long qualification materials/recipes delivers required low to platform techn
Slide 9: A growth business with resilient business model
A growth business with resilient business model Long-term revenue growth Robust margin performance EURm EURm 12% 6% CAGR 11% 11% 11% 881 10% 801 736 680 664 881 801 736 394 680 664 2007 2008 2009 2010 2011 1997 2007 2008 2009 2010 2011 EBITDA margin % Revenue (EURm) Strong organic growth Greater tha
Slide 10: Strategic rationale
Acquisition highlights Information on Nordenia Strategic rationale Financing Management Summary Appendices Page 10
Slide 11: Strategic benefits
Strategic benefits 1 Combination creates a leading consumer packaging business 2 Opportunity to build on deep, long-term customer relationships across both businesses 3 Complementary geographic fit and established platform in high-growth emerging markets 4 Material cost synergies in addition to sign
Slide 12: A leading consumer packaging business
1 A leading consumer packaging business … A significant step for Mondi’s existing CP business Pro forma combined CP revenue1 (2011) Acquisitions of: Acquisition of EURm Korneuburg (Austria) Nordenia Solec (Poland) Békéscsaba (Hungary) Acquisition of Wheatley (UK) Hygiene and Lindlar (Germany) 357 Di
Slide 13: … with a complementary product portfolio
… with a complementary product portfolio Consumer packaging Hygiene components Re-closable bags and Feminine hygiene Advanced films Lamination Diaper components stand-up pouches release liner Nordenia • Advanced films for labels, • Pre-made, re-closable bags • Printed laminates to • Film based elast
Slide 14: Opportunity to build on deep, long-term customer relationships across both businesses
2 Opportunity to build on deep, long-term customer relationships across both businesses Consumer packaging Release liner Extrusion coatings Corrugated packaging = Mondi product = Nordenia product Page 14
Slide 15: Complementary geographic fit and established platform in high-growth emerging markets
3 Complementary geographic fit and established platform in high-growth emerging markets Enlarged group geographic footprint Key: Mondi CP Plants Nordenia Mondi CP1 Operational by early 2014 Combined CP1 27% 73% Developed Emerging Know-how and production base to exploit emerging market growth opportu
Slide 16: Material cost synergies >EUR15m p.a. pre-tax by 2014
4 Material cost synergies Productivity benefits Operational 40% excellence Plant optimisation External purchasing Procurement 35% >EUR15m p.a. pre-tax by 2014 Sourcing film internally Operations Central 25% Systems Material cost synergies in addition to significant revenue opportunities Page 16
Slide 17: Financing
Acquisition highlights Information on Nordenia Strategic rationale Financing Management Summary Appendices Page 17
Slide 18: Acquisition and financing structure
Acquisition and financing structure Acquisition EV of EUR655m (100% basis), including assumption of EUR280m bond and EUR118m other debt and debt-like liabilities1 EUR240m cash funding requirement for acquisition of 93.4% shareholding financed by a new two year EUR250m committed facility. Minorities
Slide 19: Management
Acquisition highlights Information on Nordenia Strategic rationale Financing Management Summary Appendices Page 19
Slide 20: Mondi organisational structure and management team post transaction
Mondi organisational structure and management team post transaction Mondi Group David Hathorn Europe & International South Africa Peter Oswald Ron Traill Packaging Consumer UFP Fibre Packaging Papers Packaging South Africa Newsprint Peter Orisich Peter Oswald Tom Schaebinger Ralph Landwehr • Uncoate
Slide 21: Summary
Acquisition highlights Information on Nordenia Strategic rationale Financing Management Summary Appendices Page 21
Slide 22: Highlights
Highlights Acquisition of Nordenia 93.4% shareholding acquired for a cash consideration of EUR240m Additional EUR398m of debt and debt-like liabilities1 assumed Equates to 6.6x 2011 EV/EBITDA2 and 9.3x 2011 EV/EBIT2 Combination creates a leading consumer packaging business Superior technical know-ho
Slide 23: Appendices
Acquisition highlights Information on Nordenia Strategic rationale Financing Management Summary Appendices Page 23
Slide 24: Pro-forma financials
Pro-forma financials Key financials1 Revenue by business3 (2011) FY11 FY11 FY11 6% 2% EURm Mondi Nordenia combined 21% Revenue 5,739 881 6,620 19% EBITDA2 964 99 1,063 EBITDA margin, % 16.8% 11.2% 16.1% 23% EBIT2 622 70 692 28% EBIT margin, % 10.8% 8.0% 10.5% UFP Packaging Paper Fibre Packaging Cons
Slide 25: Nordenia's key financials
Nordenia’s key financials Key financials Revenue by geography3 (2011) EURm FY09 FY10 FY11 Revenue 664 801 881 31% EBITDA 1 81 87 99 % margin 12.2% 10.9% 11.2% 1 Operating profit 51 59 70 % margin 7.7% 7.4% 7.9% 69% Working capital cash flows (1) (30) (9) Cash generated from operations 90 53 68 Net c
Slide 26: Nordenia: Vertically integrated across the value chain
Nordenia: Vertically integrated across the value chain Suppliers Nordenia’s manufacturing process Resins, batches & additives, fabrics & non-wovens, purchased Compounding Printing & Special Extrusion Laminating Slitting Bag making films (OPP, & blending coating features PET, ALU, PA), adhesives, ink
Slide 27: Slide 27