Elior Group Sa · EURONEXT:ELIOR
Elior Group Sa — Merger or Acquisition (December 2022)
29 slides from Elior Group Sa's merger presentation, Dec 20, 2022
Slide 1: Acquisition of Derichebourg Multiservices: Elior Accelerates Its Turnaround
eliorcroup @ Acquisition of Derichebourg Multiservices: Elior Accelerates Its Turnaround December 20, 2022 2022
Slide 2: Disclaimer
Disclaimer The information contained in this presentation has been prepared by Elior Group solely for informational purposes. This presentation is not intended to and does not constitute an offer or invitation to exchange or sell, or solicitation of an offer to subscribe for or buy, or an invitation
Slide 3: Table of Contents
Transaction Highlights Derichebourg Multiservices: A Leader in Services with a Complementary Profile to Elior’s Table of Elior & Derichebourg Multiservices: Combination Contents with Compelling Strategic Rationale and Significant Synergy Potential Value Enhancing Transaction with a Strengthened Bala
Slide 4: Transaction Highlights
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Slide 5: Elior to Accelerate its Recovery by Acquiring Derichebourg Multiservices
Elior to Accelerate its Recovery by Acquiring Derichebourg Multiservices Strengthening Elior Attractive Value Enabling Elior Group to Group’s Strategic Creation & Enhanced Accelerate Growth Positioning Financial Profile and Take More Initiatives 5
Slide 6: Strengthening of Elior Group's Strategic Positioning
Strengthening of Elior Group’s Strategic Positioning 1 2 3 Combining two complementary Increasing diversification with Expanding growth through businesses to create a leader in highly complementary cross-selling and accelerating Multiservices and Contract businesses commercial momentum Catering New
Slide 7: Transaction Highlights
Transaction Highlights Leading operator in outsourced services for industrial and services companies, public services and local governments Derichebourg Multiservices(1), a FY2022(2) revenue of €943m, EBITDA of €49m and EBITA of €27m Leading French Player Headquartered in Paris with ~37,000 employee
Slide 8: Enhanced Financial Profile with Significant Synergies Potential
Enhanced Financial Profile with Significant Synergies Potential Run-Rate FY2022(1) + + Synergies = + + Run-Rate Synergies Revenue €4.3bn €0.9bn €0.2bn €5.4bn Revenue Mix Services Services 13% 31% Business n.a. Mix Services Contract Contract Catering Catering 100% 69% 87% EBITDA % 3.4% 5.2% 17.2% 4.2
Slide 9: Derichebourg Multiservices: A Leader in Services with a Complementary Profile to Elior's
Derichebourg Multiservices: A Leader in Services with a Complementary Profile to Elior’s 9
Slide 10: Derichebourg Multiservices, a 360° Approach to Clients
Derichebourg Multiservices, a 360° Approach to Clients Electrical & Air Conditioning Industrial Engineering Cleaning & Support to the Maintenance Aeronautics HR & Interim Industry Sourcing Reception Maintenance Cleaning Video Surveillance Public Green Lighting Areas Logistics & Handling 70% Facility
Slide 11: A Client-Centric Organization Designed to Maximize Wallet-Share and Cross-Selling
A Client-Centric Organization Designed to Maximize Wallet-Share and Increase Cross-Selling Opportunities Strong client centric and CSR Agile and efficient organization thanks to short decision-making structure and decentralized management culture High cross-selling capacity and Precise and regular S
Slide 12: A Steady and Resilient Financial Profile
A Steady and Resilient Financial Profile DMS Revenue and Margin Evolution Continuous revenue 5.9 growth with 6.0% CAGR 5.3 5.2 between 2012 and 2022 4.1 4.2 3.7 3.6 3.6 3.7 3.8 2.9 943 Growth trajectory during 858 836 872 741 781 802 Covid crisis highlighting 667 585 618 DMS resilience: return to 52
Slide 13: Elior & Derichebourg Multiservices: Combination with Compelling Strategic Rationale
Elior & Derichebourg Multiservices: Combination with Compelling Strategic Rationale and Significant Synergy Potential 13
Slide 14: Services, a Highly Attractive Sector
Services, a Highly Attractive Sector Diverse set of activities Low Capex, Better control over prices and enabling cross fertilization high ROCE costs thanks to lower COGS, fixed costs and broader range of services and clients High resilience HR & interim: strong growth Aeronautics: high growth in an
Slide 15: Elior Services - Key Highlights
Elior Services - Key Highlights Health & Business Welfare & Industry 57% 40% €0.6bn FY2022 2,400 Sites 22,500 Employees Education 3% (As of September 30, 2022) Service Portfolio & Main Clients Clinics, hospitals and specialized Offices and industrial premises Facility management healthcare establish
Slide 16: Creating a Multiservices and Contract Catering Leader in France
Creating a Multiservices and Contract Catering Leader in France France FY2021 Revenue (€bn) 2.4 2.3 Complementary activities 1.7 1.7 1.6 combination creating the 1.4 French leader with €2.4bn 1.0 0.8 0.7 in revenues 0.4 Offering a full range of integrated offers + Contract Catering Facility Manageme
Slide 17: A European Leader with a Uniquely Diversified Business Profile
A European Leader with a Uniquely Diversified Business Profile + + Run-Rate Synergies(1) Contract Catering Soft FM Soft FM Contract Catering Technical FM Services Technical FM Soft FM HR & Interim HR & Interim Aeronautics Aeronautics Geographies ~97,000 ~37,000 ~134,000 Capabilities Employees Employ
Slide 18: Complementary Portfolios of Activities and End Markets
Complementary Portfolios of Activities and End Markets + Opportunity for Elior to serve DMS’ existing clients (large corporates & Activities SMEs), leveraging their extensive Contract Catering regional coverage and strong client Services proximity Cleaning Green Areas
Slide 19: Execution Track Record
Execution Track Record Proven experience in combining contract catering Integrating new businesses and services in French healthcare, creating and new teams every day a one stop-shop for hospitality services +15 companies successfully integrated and Active monitoring of target execution rebranded in
Slide 20: Value Enhancing Transaction with a Strengthened Balance Sheet and Financial Profile
Value Enhancing Transaction with a Strengthened Balance Sheet and Financial Profile 20
Slide 21: Enhanced Financial Profile
Enhanced Financial Profile + + + Run-Rate Synergies 5,206 5,380 Reaching critical size in 4,263 FY22 multiservices Revenue (€m) Improved EBITDA margin profile on closing, further 3.4% 3.8% 4.2% enhanced by synergies 226 196 FY22 147 EBITDA (€m) X% % margin 21
Slide 22: Increasing Diversification and Resilience
Increasing Diversification and Resilience Rebalancing Segments Elior Services 13% Pro Forma €4.3bn (including run-rate synergies) Services 31% Resilience offered by the Contract Catering multiservices activity: 87% €5.4bn EBITDA margins DMS maintained in times of Contract Catering crisis Services 69
Slide 23: > €30m EBITDA Run-Rate Synergies to be Delivered Within Three years
> €30m EBITDA Run-Rate Synergies to be Delivered Within Three years Breakdown of Synergies at EBITDA Level (%) At least €30m of run-rate synergies to be reached by end of FY2026 40% 100% c.€15m of one-off 60% implementation costs in 2024E-2026E Cost synergies Development Synergies Total Upside savin
Slide 24: Enhanced Balance Sheet
Enhanced Balance Sheet Net Leverage as of September 30, 2022 Acquisition of a debt-free asset (2.1x) 8.3x 6.2x Synergies accelerating x the deleveraging profile Variation vs. Standalone Improved Cash Flow + generation to further accelerate deleveraging 24
Slide 25: Shareholding Structure Post Transaction
Shareholding Structure Post Transaction 80m New Elior Shares Issued to Derichebourg, Reference family shareholder with industrial DNA, Pro Forma Ownership of 48.4% bringing a strong focus on services, quality and client relations 51.6% Unanimous recommendation from the Board Free Float Minority shar
Slide 26: Post Transaction Governance Overview
Post Transaction Governance Overview Board of Directors Structure Independent Appointed by Employee Members Derichebourg SA Representatives Daniel Derichebourg appointed Chairman and CEO Daniel Derichebourg to step down from all operational positions at Derichebourg SA to focus entirely on the devel
Slide 27: A Value-Enhancing Transaction
A Value-Enhancing Transaction Transaction valuing DMS at an Enterprise Value of €450m 9.1x FY2022 EBITDA multiple, 5.7x post run-rate synergies Deal Terms All stock transaction: Elior new issued shares valued at €5.65 80m new Elior shares issued to Derichebourg, resulting in a pro forma ownership fo
Slide 28: Contemplated Timeline
Contemplated Timeline December 19-20, 2022 April – May 2023 Signing of a MoU & Extraordinary General Transaction Meeting and closing Announcement of the transaction Antitrust and regulatory approvals Finalization of the carve out of DMS from Equity issuance and Derichebourg and TSA preparation closi
Slide 29: Thank You
Thank You O&A