Aker Solutions Asa · OSL:AKSO
Aker Solutions Asa — Investor Presentation (April 2009)
32 slides from Aker Solutions Asa's investor presentation, Apr 2, 2009
Slide 1: Investing in continued profitable growth
part of Aker Investing in continued profitable growth Investor presentation 2 April 2009 © 2009 Aker Solutions
Slide 2: Agenda
Agenda ■ Industrial rationale and drivers ■ Transaction process ■ Financial perspective ■ Positioning Aker Solutions for the upturn ■ Q&A Slide 2 © 2009 Aker Solutions part of Aker
Slide 3: From 2004 to 2009 – we have streamlined and focused
From 2004 to 2009 – we have streamlined and focused 2009: Energy Products & Process & Development Subsea Technologies Construction & Services Aker Kvaerner 2004: Oil & gas Engineering & Construction Maintenance, Subsea, Field Modification & Products & Process Pulp & Power Development Operations Tech
Slide 4: The product and service part of our business has grown strongly
The product and service part of our business has grown strongly Aker Solutions revenues (NOK billion) 60 50 P&T 40 Subsea Subsea, P&T 30 Pulping & Power P&C P&C 20 MMO ED&S 10 Field Development 0 2005 2008 Slide 4 © 2009 Aker Solutions part of Aker
Slide 5: Shift from lump sum project business to reimbursable, product and service business
Shift from lump sum project business to reimbursable, product and service business CAGR Aker Solutions revenues (2005-08) (NOK billion) 16% 60 NOK 58 billion Service (product- based) 47% Service 50 (manhour- 5% based) 40 NOK 38 billion Service (pro duct-based) Products 33% Service (manhour- 30 based
Slide 6: Our market focus
Our market focus Energy Products & Process & Development Subsea Technologies Construction & Services ■ Harsh ■ Deepwater ■ Drilling packages ■ Metals environments ■ Increased oil ■ Topside and ■ Process ■ Cold climate recovery handling products ■ Construction ■ Floaters ■ Marine operations ■ Product
Slide 7: Our market focus
Our market focus Growth areas Energy Products & Subsea Process & Development Technologies Construction & Services ■ Harsh ■ Deepwater ■ Drilling packages ■ Metals environments ■ Topside and ■ Process ■ Increased oil ■ Cold climate handling products recovery ■ Construction ■ Product-based ■ Floaters
Slide 8: Platform for further growth
Platform for further growth Subsea well Marine Products & New growth intervention operations Technologies platforms Aker DOF Deepwater Slide 8 © 2009 Aker Solutions part of Aker
Slide 9: Current transaction overview
Current transaction overview Company Transaction Aker Solutions to purchase all shares not already owned (from Aker and DOF) to become 100% owner of AKOFS Aker DOF Aker Solutions to acquire Aker’s 50% stake in Aker DOF Deepwater Deepwater Aker Solutions to acquire 33.0 % of ODIM from Aker Aker Solut
Slide 10: Agenda
Agenda ■ Industrial rationale and drivers ■ Transaction process ■ Financial perspective ■ Positioning Aker Solutions for the upturn ■ Q&A Slide 10 © 2009 Aker Solutions part of Aker
Slide 11: DnB NOR Markets fairness opinions to Aker Solutions AS
DnB NOR MARKETS FAIRNESS OPINIONS TO AKER SOLUTIONS AS 2 April 2009 Strictly Private & Confidential
Slide 12: DnB NOR Markets has completed fairness opinions for the transaction
Strictly Private & Confidential DnB NOR MARKETS HAS COMPLETED FAIRNESS OPINIONS FOR THE TRANSACTION PUBLISHED BY AKER SOLUTIONS APRIL 2, 2009 Transaction overview 1 Aker Solutions to acquire 33% of the shares in Odim. The shares will be acquired from Aker 2 Aker Solutions to secure 100% ownershi
Slide 13: DnB NOR Markets with a thorough approach
Strictly Private & Confidential DnB NOR MARKETS WITH A THOROUGH APPROACH 9 professionals from DnB NOR MARKETS, organized in separate teams, conducted the fairness evaluations Overall responsibility placed with project coordinator Team +15 years transaction experience Dedicated team for each
Slide 14: DnB NOR Markets regard the transactions as fair
Strictly Private & Confidential DNB NOR MARKETS REGARD THE TRANSACTIONS AS FAIR DnB NOR MARKETS' OPINION DnB NOR Markets has conducted independent fairness opinions for each of the transactions Each of the transactions considered to have fair pricing Each of the transactions considered to add
Slide 15: Agenda
Agenda ■ Industrial rationale and drivers ■ Transaction process ■ Financial perspective ■ Positioning Aker Solutions for the upturn ■ Q&A Slide 16 © 2009 Aker Solutions part of Aker
Slide 16: Price of shares plus loans totaling NOK 2B
Price of shares plus loans totaling NOK 2B Consideration for Shareholder Company Transaction shares (NOK) loan (NOK) Purchase all shares not Aker 46.4%: 601M Aker: NOK 131M already owned (be 100% owner) DOF 21.3%: 277M DOF: NOK 23M Change from 30/70 (Aker Solutions/Aker) ownership 43M - to 50/50 via
Slide 17: Transaction information
Transaction information 2009 2010 2011 ■ Total consideration for shares: NOK 878 million (NOK 40.4 per share) ■ Shareholder loan: NOK 154 million NB 716 ■ Aker ASA buys 718 vessel contract for NOK 205 million ● Chartered to AMC who will develop flex layer vessel complementing existing NB 705 AMC fle
Slide 18: Transaction information: Aker DOF Deepwater
Transaction information Aker DOF Deepwater 2010 2011 2012 ■ Total consideration for shares: AYV 01 NOK 189 million AYV 02* ■ Shareholder loan: AYV 03 NOK 76 million AYV 04 ■ Further capital requirement: NOK ~200 million AYV 05 AYV 06 ■ Will be 50% consolidated * Charter with StatoilHydro in Brazil S
Slide 19: Transaction information
Transaction information ■ Total consideration for ■ Total consideration for ■ Total consideration for 33.0% of shares: shares: NOK 88 million shares: NOK 43 million ● NOK 513 million ■ Financials 2008: ● NOK 33 per share ● Revenues ■ Committed capex incl. dividends NOK 132 million 2009-12: ● EBITDA
Slide 20: Financing through approx. NOK 2.0 Bn bond issue
Financing through approx. NOK 2.0 Bn bond issue Total facility: NOK 1.75 - 2.0 billion Subscriptions: NOK 1.75 billion committed Interest rate: NIBOR + 500 bp Tenor: 5 years, issue date 15 April Arrangers: Arctic, Nordea, SEB Structure: Fixed and/or floating interest rates Fitch rating: BBB- (stable
Slide 21: Positive EBITDA effect on Aker Solutions 2010-12
Positive EBITDA effect on Aker Solutions 2010-12 Total EBITDA from transaction (estimate) 2009 2010 2011 2012 ■ Excluding ODIM ■ 100% of Aker Oilfield Services ■ 50% of Aker Clean Carbon ■ 50% of Aker DOF Deepwater ■ 100% of Midsund Bruk Slide 22 © 2009 Aker Solutions part of Aker
Slide 22: Agenda
Agenda ■ Industrial rationale and drivers ■ Transaction process ■ Financial perspective ■ Positioning Aker Solutions for the upturn ■ Q&A Slide 23 © 2009 Aker Solutions part of Aker
Slide 23: Realising our ambition to become number one in subsea well intervention
Realising our ambition to become number one in subsea well intervention Slide 24 © 2009 Aker Solutions part of Aker
Slide 24: Aker Oilfield Services
Aker Oilfield Services Company overview ■ One OSCV under construction at STX and two chartered in vessels ■ Vessels to start operations from early 2010 to early 2011 ■ Secured long-term contract with Petrobras, additional contract negotiations in progress ■ Integrated company, strong multi-disciplin
Slide 25: Expanding our marine operations – The leading deepwater installer
Expanding our marine operations – The leading deepwater installer Slide 26 © 2009 Aker Solutions part of Aker
Slide 26: Aker DOF Deepwater
Aker DOF Deepwater Company overview ■ 6 anchor handling tug supply vessels to be built at the STX yard in Vietnam ■ Delivery 2010-12, second vessel for 2+2 year charter ■ Aker DOF Deepwater founded jointly by DOF and Aker Vessel details Vessel payment overview ■ Cost per vessel NOK 293M ~75 m ■ Paym
Slide 27: Strengthening our products & technologies
Strengthening our products & technologies Current joint project with ODIM and MH for Aker Oilfield Services ODIM input MH input ■ Structures ■ Structures ■ Skid system ■ Drawworks ■ Umbilical reels ■ Winches ■ CT reels ■ Compensators/ ■ CTCU Winch tensioning ■ ROV LARS ■ Cranes “Strong common platfo
Slide 28: ODIM
ODIM Company overview ■ ODIM offers automated handling solutions for the offshore market ■ ODIM also positioned within the North American nuclear market ■ Strategy to seek # 1 position within niche areas ■ Strong focus on innovation and developing unique solutions and differentiating products ■ Offi
Slide 29: Aker Clean Carbon – building a future growth platform
Aker Clean Carbon – building a future growth platform Slide 30 © 2009 Aker Solutions part of Aker
Slide 30: Aker Clean Carbon
Aker Clean Carbon Provider of turn-key CO2 capture plants ■ Own-developed technology for carbon capture based on the chemical reaction between a liquid absorbent (normally an amine) and CO2 ■ Aim to be a global a supplier of cost-effective CO2 capture plants and technology ■ Close relationship with
Slide 31: Summary
Summary ■ Realise our ambition to become number one in subsea well intervention ■ Expand our marine operations ■ Strengthen our products & technologies ■ Building new business platforms ■ In times of turbulence we build the foundation for future growth Slide 32 © 2009 Aker Solutions part of Aker
Slide 32: Agenda
Agenda ■ Industrial rationale and drivers ■ Transaction process ■ Financial perspective ■ Positioning Aker Solutions for the upturn ■ Q&A Slide 33 © 2009 Aker Solutions part of Aker