Alstom Sa · EURONEXT:ALO
Alstom Sa — Merger or Acquisition (September 2017)
24 slides from Alstom Sa's merger presentation, Sep 27, 2017
Slide 1: Creation of a global leader in Mobility
Creation of a global leader in Mobility 27 September 2017
Slide 2: Disclaimer
Disclaimer No Offer This communication does not constitute or form any part of an offer to exchange or purchase, or solicitation of an offer to buy or exchange, any securities. Any such offer or solicitation will be made only pursuant to an official offer documentation approved by the appropriate re
Slide 3: Agenda
Agenda 1 Overview 2 A global leader 3 Transaction terms Analyst Presentation – 27/09/2017 – P 3 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied on that it is complete or correct or will appl
Slide 4: Creation of a global leader in Mobility
Creation of a global leader in Mobility Signed Memorandum of Understanding grants exclusivity to combine mobility businesses in merger of equals Listing in France and group headquarters in Paris area; led by Alstom current CEO and 50%1 shares of the new entity owned by Siemens Industrial footp
Slide 5: Alstom overview
Alstom overview Backlog Sales Tram, metro, suburban/regional, high speed, very high speed, locomotive E-bus ROLLING Components: traction, bogie, motor STOCK Signaling solutions portfolio for urban, main line, freight and mining and digital mobility Sold as products or solutions SIGNALLING
Slide 6: Siemens Mobility overview
Siemens Mobility overview Backlog Sales Short-distance, regional and long-distance rolling stock Rail-bound urban public transport vehicles and passenger coaches ROLLING Motor/drive unit, railway gears, inverter, auxiliary power STOCK1 supply and control unit Products, solutions and turnkey
Slide 7: Agenda: A global leader
Agenda 1 Overview 2 A global leader 3 Transaction terms Analyst Presentation – 27/09/2017 – P 7 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied on that it is complete or correct or will appl
Slide 8: Combination rationale
Combination rationale 1 Creation of a global leader in the mobility sector with two major players joining forces 2 Combination of two highly renowned brands with complementary portfolio Industrial footprint and customer base highly complementary worldwide with critical size in 3 each region 4 Global
Slide 9: Creation of a global leader in the mobility sector with two major players joining forces
Creation of a global leader in the mobility sector with two major players joining forces A global leader in Rolling Stock, Signalling, Services and Systems Ongoing industry consolidation over recent years… Revenue of rail activities (€bn) Year1 Acquirer Target Last available financial year 2016 Wabt
Slide 10: Combination of two highly renowned brands with complementary portfolio
Combination of two highly renowned brands with complementary portfolio What Siemens portfolio brings to Alstom Add-on of successful locomotive and tramway business ROLLING Portfolio extension: automated people mover and passenger coach STOCK Intelligent transport systems and road management
Slide 11: Industrial footprint and customer base highly complementary worldwide
Industrial footprint and customer base highly complementary worldwide with critical size in each region 62,300 talented employees (Alstom: 32,800 + Siemens: 29,500) working in over 60 countries EUROPE 43,400 EMPLOYEES Alstom Siemens 20,700 22,700 EMPLOYEES EMPLOYEES AMERICAS MIDDLE EAST 7,700 EMPL
Slide 12: Industrial footprint and customer base highly complementary: geographical coverage
Industrial footprint and customer base highly complementary worldwide with critical size in each region Geographical coverage complementarity Leverage global Alstom footprint Expand commercial reach in North America and ROLLING the UK STOCK Urban: Access to new key locations of CBTC (Paris, Ne
Slide 13: Global leader in digital innovation with strengthened R&D capacity
Global leader in digital innovation with strengthened R&D capacity Key action fields Boost innovation: Best-in-class technology to increase differentiation Invest in competitiveness-oriented technologies Coradia iLint Mireo Strengthen automation and digitalisation of rail solutions and infrastructur
Slide 14: Agility of a standalone business leveraging strengths of Siemens Group
Agility of a standalone business leveraging strengths of Siemens Group Operational Divisions collaboration with Energy Management Siemens Group Process Industries and Drives divisions Collaboration opportunity for key account managers and regional support Cooperation to enhance business by pro
Slide 15: High value creation potential for shareholders
High value creation potential for shareholders €470m annual pre-tax EBIT savings, 4 years after closing Procurement SG&A R&D and others Up to €8 per share dividend to existing Alstom shareholders Control premium Extraordinary dividend Up to €4 per share, after exercise of the €4 per share, at closin
Slide 16: Agenda: Transaction terms
Agenda 1 Overview 2 A global leader 3 Transaction terms Analyst Presentation – 27/09/2017 – P 16 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied on that it is complete or correct or will app
Slide 17: Transaction structure
Transaction structure Contribution by Siemens of its Mobility Pre deal Business (plus rail traction drives) to Alstom against issuance of Alstom shares giving Float / Other Siemens Bouygues/APE investors control to Siemens (50%2)3 28% 72% 100% Alstom existing shareholders to receive Shares speci
Slide 18: Valuation mechanism
Valuation mechanism Standalone proforma Alstom + Siemens Mobility2 Rail traction (listed on Euronext Paris) Control Energy drives premium JVs Debt like Extraordinary adjustments dividend Siemens Alstom Mobility Transport 50%1 Mobility 50%1,2 Siemens Mobility2 Alstom EV based upon 2018 consensus For
Slide 19: Key governance principles
Key governance principles Board composition: 11 members 6 appointed by Siemens 4 independent board members designated by Alstom (with specific rights) CEO Non-executive chairman of the board to be designated by Siemens Alstom CEO will lead the newco Double voting rights would be cancel
Slide 20: Strong financial profile
Strong financial profile Proforma entity Alstom Siemens1 Excluding Ending March 17 Ending Sept. 16 transaction adj. Backlog €34.8bn €26.4bn €61.2bn Order Intake €10.0bn €8.0bn €18.0bn Sales €7.3bn €8.0bn €15.3bn Adjusted EBIT2 (pre-synergies) €0.4bn €0.8bn €1.2bn margin 5.8% 10.1% 8.0% + c.€470m pre
Slide 21: Indicative timetable
Indicative timetable 26/09/2017 Signing of Memorandum of Understanding and announcement Q1 CY18 Signing Business Combination Agreement Q2 CY18 Alstom shareholders’ meeting Until Q2/Q3 Siemens Mobility carve-out CY18 End CY18 Expected closing Closing conditions: • Antitrust and other regulatory appro
Slide 22: Q&A
Q&A Analyst Presentation – 27/09/2017 – P 22 © ALSTOM SA, 2017. All rights reserved. Information contained in this document is indicative only. No representation or warranty is given or should be relied on that it is complete or correct or will apply to any particular project. This will depend on th
Slide 23: Contacts and agenda
Contacts and agenda Contacts Agenda Selma BEKHECHI 14 November 2017 Investor Relations Director +33 (0)1 57 06 95 39 H1 2017/18 Results Julien MINOT Investor Relations Manager 17 January 2018 +33 (0)1 57 06 64 84 Q3 2017/18 Orders and Sales investor.relations@alstomgroup.com Analyst Presentation – 2
Slide 24: www.alstom.com
www.alstom.com ALSTOM penne, Unis