Coltene Holding Ag · SIX:CLTN
Coltene — IPO Roadshow (September 2018)
38 slides from Coltene's IPO roadshow presentation, September 2018
Slide 1: Roadshow Presentation: Dynamic Growth
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN. Roadshow Presentation Capital Increase for Financing the Planned Acquisition of SciCan and Micro-Mega Dynamic Growth Martin Schaufelberger – CEO COLTENE Holding AG Gerhard Mahrle – CFO COLTENE Holding AG S
Slide 2: Disclaimer and forward-looking statements
Disclaimer and forward-looking statements This presentation does neither constitute an offer to buy or to subscribe for securities of COLTENE Holding AG nor a prospectus within the meaning of applicable Swiss law (i.e. Art. 652a or Art. 1156 of the Swiss Code of Obligations or Art. 27 et seq. of the
Slide 3: Agenda
COLTENE Group Highlights H1 2018 Martin Schaufelberger CEO COLTENE Group Financials H1 2018 Gerhard Mahrle CFO SciCan/Micro-Mega Acquisition • Presentation of SciCan and Micro-Mega Martin Schaufelberger CEO • Financials of SciCan and Micro-Mega Gerhard Mahrle CFO Financing of the Acquisition – Right
Slide 4: COLTENE – premium dental solutions
COMPANY PORTRAIT COLTENE – premium dental solutions COLTENE develops, manufactures and markets COLTENE is a leading, innovative and premium consumables in the dental segments independent Company, operating internationally in of Restoration, Endodontics, Prosthetics, the dental industry focusing on s
Slide 5: H1 2018 Significant sales growth and over proportionate increase in profitability
H1 2018 Significant sales growth and HIGHLIGHTS over proportionate increase in profitability Dynamic growth clearly above overall market growth Pleasing organic growth in the EMEA/Asian regions; slight contraction in the Americas SALES & Continued expansion of sales teams in core and emerging market
Slide 6: Pleasing growth in EMEA and Asia regions
NET SALES BY REGION Pleasing growth in EMEA and Asia regions in CHF million H1 2016 H1 2017 H1 2018 Latin America 45 40 8.7% Asia 35 13.6% 30 EMEA +24.5% 25 H1 2018 46.7% 20 - 3.4% CHF 85.6 million 15 10 31.0% 5 +9.1% - 3.8% North 0 America EMEA North America Asia Latin America 6
Slide 7: Strong Treatment Auxiliaries, Restoration and Prosthetics
NET SALES BY PRODUCT GROUP Strong Treatment Auxiliaries, Restoration and Prosthetics in CHF million H1 2016 H1 2017 H1 2018 Other Infection 25 Control 5.0% Restoration 5.6% 20 Rotary 25.4% Instruments 8.6% 15 + 14.5% +12.8% +0.1% H1 2018 10 Treatment 14.5% CHF 85.6 million +24.4% Auxiliaries 5 +8.8%
Slide 8: COLTENE Group Financials H1 2018
AGENDA COLTENE Group Financials H1 2018 Gerhard Mahrle CFO
Slide 9: Increased profitability and firm balance sheet
FINANCIAL SUMMARY H1 2018 Increased profitability and firm balance sheet Net sales growth of 9.7% - clearly above average market growth of 2-3% 4.3% organic growth, 3.3% acquired growth, 2.2% positive currency effects Pleasing upswing in the Middle east, Africa and most of the European SALES countri
Slide 10: Over-proportional increase in profitability
INCOME STATEMENT Over-proportional increase in profitability Comments in CHF million H1 2018 % H1 2017 % % YoY Net sales increase 9.7%; sales from Net Sales 85.604 100.0% 78.013 100.0% 9.7% acquisitions CHF 2.6 million or 3.3% (Diatech and Kenda); positive currency Material expenses* -22.608 -26.4%
Slide 11: High equity ratio
BALANCE SHEET High equity ratio in CHF million 30.06.18 31.12.17 %YoY Comments Cash & cash equivalents 9.701 22.040 -55.9% Reduction of cash & cash equivalents in the amount of CHF 12.4 million mainly due to Receivables 37.265 40.483 -7.9% the dividend payment of CHF 12.7 million in Inventory 36.629
Slide 12: High investment in sustainable growth
CASH FLOW STATEMENT High investment in sustainable growth Comments in CHF million H1 2018 H1 2017 % YoY Net profit 6.921 6.029 14.8% Cash flow from operations was practically unchanged at CHF 8.1 Depreciation and amortization 2.890 2.796 3.4% million. Higher tax payments and an Other non cash items
Slide 13: 5-year overview of the first semester key figures
FINANCIALS OVERVIEW 5-year overview of the first semester key figures in CHF million Net Sales in CHF million EBIT EBIT Margin in % 90.0 12.0 11.3 15.0% 85.6 9.6 85.0 9.0 13.0% 78.0 7.4 13.2% 80.0 8.0 6.5 12.3% 76.0 75.6 11.9% 11.0% 75.0 73.3 9.8% 9.0% 70.0 4.0 8.8% 65.0 7.0% 60.0 0.0 5.0% H1 2014 H
Slide 14: SciCan/Micro-Mega Acquisition
AGENDA SciCan/Micro-Mega Acquisition • Presentation of SciCan and Micro-Mega Martin Schaufelberger CEO
Slide 15: SciCan portrait
SCICAN PORTRAIT Worldwide competence in the field of hygiene Specialized full-service provider of infection control products Specialization and sterilization solutions Business locations Canada, USA, Switzerland and Germany Established 1957 Market leader in North America; full-range supplier of inst
Slide 16: Micro-Mega portrait
MICRO-MEGA PORTRAIT Specialist in endodontics Endodontic products with a focus on innovative root canal Specialization instruments and obturation materials Business locations Besançon, France Established 1905 Mainly Europe and North America; Markets presence in 125 countries across the world Number
Slide 17: Merger rationale: Size matters
MERGER RATIONALE Size matters Combining COLTENE with SciCan and Micro-Mega will increase the overall competitiveness in the highly dynamic dental consumables market and opens opportunities for further growth Industry consolidation More regulation Company attractiveness • Dental market has become a g
Slide 18: Considerably larger platform – promising synergies
TRANSACTION SUMMARY Considerably larger platform – promising synergies Portfolio: dental consumables and small equipment BUILD A Focus: infection control and endodontics MARKET Size: critical size for a global player LEADER Sales: joint forces for broader coverage worldwide Leverage: sale of all bra
Slide 19: Additional products, markets and expertise
PRODUCT OVERVIEW Additional products, markets and expertise COLTENE FY 2017 SciCan / Micro-Mega FY 2017 Restoration 25% Prosthetics 21% Endodontics 21% Endodontics 23% Treatment Rotary Infection Control 7% Infection Control 77% Auxiliaries 14% Instruments 9% 19
Slide 20: Organization of new COLTENE Group
BOARD AND MANAGEMENT Organization of new COLTENE Group Board of Directors Group Management • New additional Board member elected • The Group Management Team at the EGM of 14th September 2018: will be extended with Stefan Allison Zwingenberger is an associate Helsing to represent new professor of Dia
Slide 21: SciCan/Micro-Mega Acquisition: Financials
AGENDA SciCan/Micro-Mega Acquisition • Financials of SciCan and Micro-Mega Gerhard Mahrle CFO
Slide 22: P&L COLTENE and SciCan/Micro-Mega
FINANCIAL KEY FIGURUES P&L COLTENE and SciCan/Micro-Mega In million CHF FY 2017 H1 2018 COLTENE Group SciCan + Micro-Mega COLTENE Group SciCan + Micro-Mega Net Sales 168.0 100.0% 97.0 100.0% 85.6 100.0% 47.8 100.0% Gross Margin 121.7 72.4% 50.8 52.2% 63.0 73.6% 25.3 52.9% EBITDA 31.2 18.6% 13.8 14.2
Slide 23: Balance sheet June 30, 2018
FINANCIAL KEY FIGURUES Balance sheet June 30, 2018 in million CHF COLTENE Group SciCan + Micro-Mega Comments SciCan and Micro-Mega Cash and cash equivalent 9.7 5.9% 2.5 4.6% Reduction of cash & cash equivalents in the Current assets 73.9 45.2% 38.0 68.8% amount of CHF 4.5 million mainly due to the r
Slide 24: Net Sales by region in H1 2018
SCICAN/ MICRO-MEGA FINANCIALS Net Sales by region in H1 2018 SciCan + Micro- in million CHF COLTENE SciCan + Micro-Mega in million CHF COLTENE Group Mega 45 EMEA 40.0 46.7% 11.4 23.8% 40 North America 26.5 31.0% 32.7 68.4% 35 Latin America 7.5 8.7% - - 30 Asia 11.6 13.6% 3.7 7.8% 25 Total 85.6 100.0
Slide 25: Net sales by region H1 2018
SCICAN/ MICRO-MEGA Net sales by region H1 2018 FINANCIALS Strong footprint in North America and EMEA COLTENE SciCan + Micro-Mega North America North America EMEA EMEA Asia Asia Latin America Total H1 2018: CHF 85.6 million Total H1 2018: CHF 47.8 million (net sales in %) (net sales in %) 25
Slide 26: Net Sales by product group in H1 2018
SCICAN/ MICRO-MEGA FINANCIALS Net Sales by product group in H1 2018 SciCan + Micro- in million CHF COLTENE SciCan + Micro-Mega in million CHF COLTENE Group Mega 45 Restoration 21.7 25.4% - - 40 Endodontics 17.0 19.9% 9.0 18.7% 35 30 Prosthetics 18.0 21.0% - - 25 Treatment Auxiliaries 12.4 14.5% - -
Slide 27: Net sales by product group H1 2018
SCICAN/ MICRO-MEGA Net sales by product group H1 2018 FINANCIALS Englargement of Endodontics and Infection Control COLTENE H1 2018 SciCan + Micro-Mega H1 2018 Other Infection Control Endodontics 5.0% Restoration 5.6% 18.7% Rotary 25.4% Instruments 8.6% H1 2018 H1 2018 14.5% CHF 85.6 million CHF 47.8
Slide 28: Financing of the Acquisition – Rights Offering
AGENDA Financing of the Acquisition – Rights Offering Gerhard Mahrle CFO
Slide 29: Financing of the purchase price
FINANCING OF THE ACQUISITION Financing of the purchase price Rights offering ≈ CHF 62.5 m ≈ CHF 150 million by means of Rights offering: 6:1, «at market» - no trading of subscription rights Purchase price ≈ CHF 200 million capital increases Contribution in kind capital increase: Issue price per shar
Slide 30: Rights offering (I)
FINANCING OF THE ACQUISITION Rights offering (I) Purpose: Partial financing of the purchase price in cash • The offer consists of a rights offering to existing shareholders and a share placement in which unsubscribed shares can be offered to selected investors or sold on the market. • Increase of sh
Slide 31: Rights offering (II)
FINANCING OF THE ACQUISITION Rights offering (II) • The offer price shall not exceed the closing price of the existing shares on the SIX Swiss Exchange on the Pricing Date (or, if higher, the volume-weighted average price of the existing shares during the bookbuilding period). Each exercise of the s
Slide 32: Preliminary transaction timeline (I)
TRANSACTION TIMELINE Preliminary transaction timeline (I) September 18, 2018, Reference date for the allocation of exercise rights after close of trading Beginning of the exercise period September 19, 2018 Beginning of the bookbuilding period September 19, 2018 September 26, 2018, End of the exercis
Slide 33: Preliminary transaction timeline (II)
TRANSACTION TIMELINE Preliminary transaction timeline (II) September 27, 2018, Announcement of the offer price after close of trading on or about Listing and first day of trading day of the offer shares September 28, 2018 Payment of the offer price against delivery of offer shares (closing date) Oct
Slide 34: Outlook & Priorities
AGENDA Outlook & Priorities Martin Schaufelberger CEO
Slide 35: A new COLTENE with SciCan and Micro-Mega
OUTLOOK AND PRIORITIES A new COLTENE with SciCan and Micro-Mega The new Group is more attractive to employees, customers, shareholders, and other stakeholders Combined operation based upon existing sites Fostering organic growth by capitalizing various synergies Customers to benefit from an even mor
Slide 36: Updated outlook and priorities post acquisition
OUTLOOK AND PRIORITIES Updated outlook and priorities post acquisition Exploit further market potential by combining sales forces and marketing activities SALES & Enable cross selling opportunities in the group MARKETING Emphasize on Training Courses, Customer Service and Key Opinion Leader cooperat
Slide 37: Many thanks for your attention!
Many thanks for your attention! COLTENE – AN INTERNATIONALLY LEADING DEVELOPER, MANUFACTURER AND SELLER OF CONSUMABLES AND SMALL EQUIPMENT FOR DENTAL PRACTITIONERS.
Slide 38: COLTENE Holding AG contacts
CONTACTS COLTENE Holding AG Feldwiesenstrasse 20 9450 Altstätten Switzerland www.coltene.com Martin Schaufelberger Gerhard Mahrle CEO CFO martin.schaufelberger@coltene.com gerhard.mahrle@coltene.com +41 71 757 53 60 +41 71 757 54 37 38