Indra Sistemas, S.a. Class A · BME:IDR

Indra Sistemas, S.a. Class A — Merger or Acquisition (November 2016)

13 slides from Indra Sistemas, S.a. Class A's merger presentation, Nov 29, 2016

  1. Slide 1: Voluntary Tender Offer for the Acquisition of 100% of the Share Capital of Tecnocom

    VOLUNTARY TENDER OFFER FOR THE ACQUISITION OF 100% OF THE SHARE CAPITAL OF TECNOCOM 29 November 2016

  2. Slide 2: Conference Call Details

    CONFERENCE CALL DETAILS The Company will host a conference call for investors and analysts today at 11:00 (CET). Please find below conference call telephone numbers: Spain: +34 911 140 097 UK: +44 (0) 203 009 2454 US: +1 866 388 1927 A recording of the conference call will be available for 30 days o

  3. Slide 3: Disclaimer

    Disclaimer This presentation has been prepared by Indra Sistemas, S.A. (the “Company”). For the purposes of this notice, the presentation that follows (the “Presentation”) shall mean and include the slides that follow, the oral presentation of the slides by the Company, where appropriate, the questi

  4. Slide 4: Executive summary

    Executive summary • Indra announces its intention to launch a Voluntary Tender Offer (“VTO”) for 100% of the share capital of Tecnocom • Indra has entered into irrevocable agreements with shareholders of Tecnocom representing 52.7% of the share capital • The transaction is underpinned by a strong st

  5. Slide 5: Deal terms review

    Deal terms review Key transaction terms Transaction • Voluntary Tender Offer (“VTO”) structure • The VTO values the 100% share capital1 of Tecnocom in €305m (“Equity Value”) and the entire company in €336m (“Firm Value”)2 Valuation • Implicit transaction multiple: 14.3x Firm Value / EBIT’ 17E (pre s

  6. Slide 6: Overview of Tecnocom

    Overview of Tecnocom Business overview Financial overview  ICT1 consulting firm with presence in Iberia and €m 2014 2015 9M 2015 9M 2016 LatAm Revenues 372 406 291 300  Direct presence in +9 countries % growth 9.2% +3.1% General overview  +6,500 employees Recurring EBITDA2 17 22 17 21  Consolida

  7. Slide 7: Acquisition rationale

    Acquisition rationale  Substantial improvement of Indra’s positioning in the Spanish IT market, providing the Group with increased operational leverage Industrial 1 rationale  Fully-aligned with Indra’s strategy to reinforce its proprietary and digital-focused offering (payment systems)  Highly c

  8. Slide 8: Industrial rationale – Substantial increase of Indra's operating leverage and positioning in IT

    1 Industrial rationale – Substantial increase of Indra’s operating leverage and positioning in IT Spanish IT ranking by 2015 sales2 (€m) +39%  IT revenues in Spain would increase from 1,136 Consolidation of IT €819m1 to €1,136m1 (+39%) 317 823 market position in 819 810 Spain and increased critical

  9. Slide 9: Industrial rationale – Fully aligned with Indra's strategy to reinforce its proprietary and digital-focused offering

    1 Industrial rationale – Fully aligned with Indra’s strategy to reinforce its proprietary and digital-focused offering Key data and main own solutions High value-added offer proposition +100m +100k itecban Cards under POS Indra Focus on proprietary management  Reinforcement of Indra’s Financial Ser

  10. Slide 10: Industrial rationale – Highly complementary blue chip client base

    1 Industrial rationale – Highly complementary blue chip client base 1  Cross-selling and up-selling of payment systems to Indra’s client base / geographies 2  Indra’s access to Tecnocom’s client base with solutions focused on digital transformation 3  Complementary and integrated solution & servi

  11. Slide 11: Significant synergy potential – Strong value creation for Indra

    2 Significant synergy potential – Strong value creation for Indra • Better competitive positioning based on an overlapping geographical footprint and complementary client base Revenue €10.5m synergies • Potential revenue synergies from cross-selling and up-selling (specially in Financial Services, I

  12. Slide 12: Overview of the combined entity (LTM Sep-16 pre-synergies)

    Overview of the combined entity (LTM Sep-16 pre-synergies) Sept. 16 - LTM (€mm)1 Indra Tecnocom Indra + Tecnocom (pre-syn.) Delta (%) Revenues 2,732 415 3,147 +15.2% Recurring EBITDA 218 25 243 +11.5% % margin 8.0% 6.1% 7.7% Recurring EBIT 151 14 165 +9.3% % margin 5.5% 3.4% 5.2% Defence & Security

  13. Slide 13: indra

    indra

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