Amotiv Limited · ASX:AOV
Amotiv — GUD Holdings — Merger or Acquisition (October 2009)
20 slides from Amotiv's merger presentation, Oct 9, 2009
Slide 1: Takeover Proposal for Breville Group Limited
For personal use only Takeover Proposal for Breville Group Limited 9 October 2009 Presentation by Ian Campbell Managing Director
Slide 2: Offer highlights
Offer highlights For personal use only > 100% scrip takeover offer for Breville Group Limited (“Offer”) 1 GUD share for each 4 Breville Shares, implying a value of $2.201 per security based on GUD’s 1 month VWAP Full and fair value – 51% premium to Breville’s 1 month VWAP2 206% premium to Brev
Slide 3: Transaction Highlights
For personal use only Transaction Highlights
Slide 4: Why Breville shareholders should accept
Why Breville shareholders should accept For personal use only Offer represents full and fair value 9 Offer valued at $2.20 per Breville Share, based on GUD’s 1 month VWAP 51% premium to the Breville 1 month VWAP Share in the potential upside benefits of the merger 9 All securityholders will pa
Slide 5: Full and fair value
Full and fair value For personal use only > Offer implies an enterprise value of $322 million1 > GUD is offering an attractive premium to Breville shareholders $2.40 1 Implied Offer Value ($2.20) $2.20 $2.00 206% 206% 85% 62% 51% 47% $1.80 $1.60 $1.40 $1.20 $1.00 $0.80 $0.60 $0.40 $0.20 $0.00 Brevil
Slide 6: Full and fair value
Full and fair value For personal use only > Reflected by the average Offer premium of 82%1 implied by the GUD and Breville closing share prices since 1 July 2009 Implied Offer value based on applying the ratio of 1 GUD share for every 4 Breville Shares to GUD’s share price compared to the Breville S
Slide 7: Share in upside from merger benefits
Share in upside from merger benefits For personal use only > All shareholders will participate in the potential benefits and future upside resulting from the combination of GUD and Breville Improvement in product range offering Potential for cost reduction / rationalisation Enhanced avenue for
Slide 8: Benefit from GUD management expertise
Benefit from GUD management expertise For personal use only > Experienced management team that has historically delivered superior returns to that of Breville, including: Superior Total Shareholder Return (TSR) – 611% for GUD since Breville listing versus 141% for Breville1 Total Shareholder Retur
Slide 9: Benefit from GUD management expertise
Benefit from GUD management expertise For personal use only > Superior EPS Growth > Superior Dividend Growth GUD has achieved a 15.5% CAGR GUD has achieved a 16.7% CAGR since FY20001 compared to since FY20001 compared to Breville’s Breville’s CAGR of negative 3.4% CAGR of negative 4.1% Brevill
Slide 10: Potential dividend uplift
Potential dividend uplift For personal use only > GUD declared fully franked dividends of 60 cents per share with respect to the financial year ended 30 June 2009 Applying the Offer ratio of 1 GUD share for every 4 Breville Shares equates to a dividend of 15 cents per Breville Share In FY09, Bre
Slide 11: Benefits of enhanced trading liquidity
Benefits of enhanced trading liquidity For personal use only > The Merged Group should offer Breville Shareholders more than 13 times more security trading liquidity in dollar terms1 Provides greater trading flexibility Average ASX Monthly Trading Value ($ millions) Average Monthly Trading Value (
Slide 12: Strategic Rationale and Impact on GUD
For personal use only Strategic Rationale and Impact on GUD
Slide 13: Strategic rationale
Strategic rationale For personal use only > Rationale for the combination of GUD and Breville is compelling > Potential to accelerate growth in international markets (e.g. North Enhanced international 9 expansion opportunities America) utilising Sunbeam’s product platforms and the Breville distribut
Slide 14: Impact on GUD
Impact on GUD For personal use only > Neutral to slightly positive impact on GUD’s earnings per share on a pro forma basis for the financial year ended 30 June 2009, assuming GUD obtains a 50.1% ownership position in Breville Excludes benefits from implementation of operational initiatives post‐ a
Slide 15: Opportunities for value creation
Opportunities for value creation For personal use only > If GUD does not reach the 90% compulsory acquisition threshold under the Offer: GUD intends to explore value creation opportunities that provide mutual benefit to shareholders of both companies May include the consideration of the formatio
Slide 16: Conclusions
For personal use only Conclusions
Slide 17: Conclusion
Conclusion For personal use only > Offer represents full and fair value for Breville shareholders > Offer is strategically and financially compelling > All shareholders can participate in the potential benefits and upside from combination of GUD and Breville > Potential to create a leading Australas
Slide 18: Appendices
For personal use only Appendices
Slide 19: Appendix A – Overview of Breville
Appendix A – Overview of Breville For personal use only > Breville Group is a designer, manufacturer and distributor of branded electrical consumer products, and a distributor of homeware products throughout the USA > Operations in Australia, the USA, Canada, New Zealand and Hong Kong > Growing new
Slide 20: Disclaimer
Disclaimer For personal use only NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE U.S. OR TO U.S. PERSONS This release does not constitute an offer of any securities for sale in the United States or in any other jurisdiction. The securities offered have not been, and w