Dfds A/s · OMXCOP:DFDS

Dfds A/s — Merger or Acquisition (April 2018)

20 slides from Dfds A/s's merger presentation, Apr 12, 2018

  1. Slide 1: Mediterranean Expansion

    MEDITERRANEAN EXPANSION Acquisition of U.N. Ro-Ro 12 April 2018

  2. Slide 2: Agenda

    AGENDA Welcome 1 Key strategic rationale 2 Overview of U.N. Ro-Ro 3 Turkey macro perspectives 4 Financial highlights 5 Summary 6 Q&A The statements about the future in this announcement contain elements of risk and uncertainty. Actual developments 2 may therefore diverge significantly from the state

  3. Slide 3: Key strategic rationale for DFDS' acquisition of U.N. Ro-Ro

    KEY STRATEGIC RATIONALE FOR DFDS’ ACQUISITION OF U.N. RO-RO  Expansion of route network to include high growth region increasing market diversification  Leading operator of freight ferry routes with strong market position connecting EU and Turkey  Similarities in business model and fleet create o

  4. Slide 4: Transaction overview

    TRANSACTION OVERVIEW Purchase  DFDS will acquire 98.8% of U.N. Ro-Ro on a debt free basis of EUR 950m Price  9.8x 2018E EV/EBITDA compares favorably to recent industry transactions  Committed term loan financing  Share issue of DKK 1.0bn with Lauritzen Foundation participating pro-rata Financing

  5. Slide 5: Overview of U.N. Ro-Ro

    OVERVIEW OF U.N. RO-RO

  6. Slide 6: We are acquiring a leading ferry freight operator in the Mediterranean

    WE ARE ACQUIRING A LEADING FERRY FREIGHT OPERATOR IN THE MEDITERRANEAN Business overview Key statistics  Established in 1994, U.N. Ro-Ro is the #1 Ro-Ro Vessels 12 (total capacity of 45.4km lanemeters) operator in Turkey in terms of market share, number and capacity of vessels Owns Pendik and Tries

  7. Slide 7: Interesting and growing intermodal network into Europe

    INTERESTING AND GROWING INTERMODAL NETWORK INTO EUROPE (1) U.N. Ro-Ro owns 60% of Port of Trieste’s operator (Samer Seaports Company), owns the company that has the concession agreement (2) Pendik port is fully owned 7 Source: U.N. Ro-Ro

  8. Slide 8: Turkey macro perspectives

    TURKEY MACRO PERSPECTIVES

  9. Slide 9: Attractive growth profile despite past political volatility

    ATTRACTIVE GROWTH PROFILE DESPITE PAST POLITICAL VOLATILITY Turkey vs Western Europe real GDP growth  Turkey is among the world’s top 20 economies with a population of 81m  Turkey is a high-growth market, average historical real GDP growth of 5.2% vs 1.5% for Western Europe  Expected to grow ~4%

  10. Slide 10: EU is important and balanced trade partner with Turkey

    EU IS IMPORTANT AND BALANCED TRADE PARTNER WITH TURKEY Turkey’s top trade partners (2017) Turkish trade market share 9.3% 40 5.0% 30 (US$bn) 20 0.6% 10 0 Romania France China Russia UAE Iran Iraq Germany US UK India Poland Spain Japan Italy Belgium Israel Switzerland Netherlands South Korea Source:

  11. Slide 11: Land to sea conversion drives additional Ro-Ro volumes

    LAND TO SEA CONVERSION DRIVES ADDITIONAL RO-RO VOLUMES Key highlights Export freight from Turkey to Europe  308k freight units exported from Turkey to Units '000 Europe in 2017 by road and ferry double of 300 2007 volume 59%  Ferry expected to continue to gain market 250 57% share vs. road in comi

  12. Slide 12: Geographic network expansion with synergies

    GEOGRAPHIC NETWORK EXPANSION WITH SYNERGIES  Land conversion and organic market growth Sales growth  Additional capacity driving additional volumes and lower unit costs  Intermodal solutions offering synergy opportunities to existing DFDS network Customer and  Wider network and range of services

  13. Slide 13: Financial highlights

    FINANCIAL HIGHLIGHTS

  14. Slide 14: DFDS and U.N. Ro-Ro combined

    DFDS AND U.N. RO-RO COMBINED The acquisition of U.N. Ro-Ro will provide a substantial addition to The DFDS Group’s key metrics Combined DKK million(1) (pro forma) 16,001 2017 revenue 14,328 + 1,673 = (+12%) 3,404 2017 EBITDA 2,702 + 702 = (+26%) 7,735 # of employees 7,235 + 500 = (+7%) 76 # of vesse

  15. Slide 15: Investments foreseen to facilitate U.N. Ro-Ro growth

    INVESTMENTS FORESEEN TO FACILITATE U.N. RO-RO GROWTH 2 vessel lengthenings in 2018 to increase capacity Scrubber investments to comply with 2020 IMO legislation Expansion of current terminals to accommodate growing volumes Fleet renewal to increase efficiency and capacity 15

  16. Slide 16: Revised outlook for 2018

    REVISED OUTLOOK FOR 2018(1)  Revenue for the full year 2018 is expected to grow by 8% (2%)  EBITDA before special items is expected to increase to DKK 3,000–3,200m (2,650-2850m)  Investments of DKK 5bn (1.1bn) (1) Assumes half-year 2018 consolidation of U.N. Ro-Ro financials 16 Source: Company fi

  17. Slide 17: Financing structure in line with capital structure

    FINANCING STRUCTURE IN LINE WITH CAPITAL STRUCTURE Capital structure considerations Acquisition financing  Shareholder pay-out cancelled for rest of 2018  DFDS existing banks have committed Term loan  Cancel ongoing share buyback program financing of the transaction  Suspend the planned DKK 7.00

  18. Slide 18: Summary: Mediterranean expansion through U.N. Ro-Ro

    SUMMARY: MEDITERRANEAN EXPANSION THROUGH U.N. RO-RO  Access to attractive and growing Ro-Ro market including platform for further expansion  Highly profitable operator with strong management and market position  Expands DFDS’ customer proposition  Opportunity to apply DFDS’ capabilities to furth

  19. Slide 19: Q&A: Mediterranean expansion through U.N. Ro-Ro

    Q&A: MEDITERRANEAN EXPANSION THROUGH U.N. RO-RO 19

  20. Slide 20: Physical investor presentation

    PHYSICAL INVESTOR PRESENTATION There will be held a physical investor presentation in relation to the announced transaction. This investor presentation will take place today, Thursday 12th April. Time and location: • 2:00-3:00 PM CET at Hotel D’Angleterre, Kongens Nytovrv 34, 1050 Copenhagen To atte

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