Exail Technologies Sa · EURONEXT:EXA
Exail Technologies Sa — Groupe Gorgé — Merger or Acquisition (April 2022)
63 slides from Exail Technologies Sa's merger presentation, Apr 6, 2022
Slide 1: ECA Group & iXblue: A New High-Tech Champion
ECA GROUP & IXBLUE A NEW HIGH-TECH CHAMPION 6 APRIL 2022
Slide 2: Summary
SUMMARY 1. Introduction and strategy of Groupe Gorgé……………………..……..….…..……………04 2. 2021 results: a transformed company…………….……………………….………….………09 3. Presentation of iXblue………………………………..……………………..……………….……...20 4. Emergence of a new technological champion……………………………………………..32 5. Contemplated structure
Slide 3: Presentation of the Speakers
PRESENTATION OF THE SPEAKERS Raphaël GORGÉ Hervé GUILLOU Chairman of ECA Group Chairman & CEO of Groupe Gorgé Formerly Chairman & CEO of Naval Group Since 2004 Since 2020 Thomas BURET Dominique GIANONNI Loic LE BERRE Fabien NAPOLITANO COO of iXblue CEO of ECA Group Deputy CEO CEO of iXblue Formerly
Slide 4: Introduction & strategy of Groupe Gorgé
Introduction 1. & strategy of Groupe Gorgé 4 UlyX Deep Sea Autonomous underwater vehicule, built with ECA Group & iXblue technologies
Slide 5: A High-Tech Specialist in Autonomous Robotics
A HIGH-TECH SPECIALIST IN AUTONOMOUS ROBOTICS A rewarding & proven strategy PROVIDING SYSTEMS WITH HIGH ADDED-VALUE & MAINTAINING THEM IN OPERATIONAL CONDITIONS 5/63
Slide 6: A Long-Term Vision Rewarded
A LONG-TERM VISION REWARDED 10 years of focused R&D… …leading to a transforming success establishing leadership 100 500 Invested in Drones Largest contract in the & Systems R&D history of underwater between 2011-2021 robotics won in 2019 6/63
Slide 7: A Simplified Group, Focused on Drones & Systems
A SIMPLIFIED GROUP, FOCUSED ON DRONES & SYSTEMS Exiting activites in Engineering & Protection systems Disposals of AI Group in 2018, CIMLEC in 2019 and Van Dam in 2020, project of withdrawal from Baumert announced in March 2022 Separation of 3D Printing division Distribution of most of Prodways Grou
Slide 8: Groupe Gorgé Revenues: +76% Proforma
GROUPE GORGÉ REVENUES: +76% PROFORMA Groupe Gorgé Proforma 2021 revenue 2021 revenue (including iXblue) 20 Engineering & Protection 35 systems Engineering 314 & Protection systems revenues1 178 65 80 ECA Group Drones & Systems & iXblue (ECA Group) 1 2021 revenues of Groupe Gorgé and iXBlue, excludin
Slide 9: Groupe Gorgé 2021 results: a transformed profile
Groupe Gorgé 2021 results: 2. a transformed profile 2.1 - 2021 results 2.2 - Focus on the BENL Program 9 ECA GROUP – USVs Inspector 125 and Inspector 90
Slide 10: Significant Change of Scope Impacting the P&L
SIGNIFICANT CHANGE OF SCOPE IMPACTING THE P&L Prodways contribution restated from the different line Exceptional distribution of Deconsolidation of Prodways Group, items in the P&L to “Net income of discontinued activities” of Prodways Group shares classified as Discontinued activity1 in 2021 and hi
Slide 11: +21% Organic Growth in Revenues
+21% ORGANIC GROWTH IN REVENUES Strong growth in Naval activities (~70% of revenues): +40% increase DRONES & 115 Including doubling contribution from BENL program to ~€40 m revenues SYSTEMS Recovery of On-board equipment for Aerospace (~20% of revenues): +6% 20 Decrease in revenue in other activitie
Slide 12: 2021 Income Statement: A Transformed Profile
2021 INCOME STATEMENT: A TRANSFORMED PROFILE Change €m 2020 2020 (in €million) 2021 2021 vs Change % restated published 2020 restated Revenues 178,3 150,9 231,1 +27,4 +18% +21% growth on an organic basis Current EBITDA1 30,2 23,1 24,1 +7,0 +30% Effect of the operating leverage Current EBITDA margin
Slide 13: Record EBITDA Margin
RECORD EBITDA MARGIN Strategic refocusing on Drones & Systems division with high added-value and higher margin 30 Ramp-up of Robotics activities, improving the margin of the Drones & Systems division Current EBITDA Withdrawal from lower margin activities in Engineering & Protection systems 17 margin
Slide 14: Strong Cash-Flow and Balance Sheet
STRONG CASH-FLOW AND BALANCE SHEET At end-December 2021 24 Strong cash-flow from operations1 +37% vs 2020 4.43 €0.32 per share ordinary dividend paid in June 2021 Dividend paid €4.11 per share exceptional dividend in Prodways shares in Dec. 2021 per share in 2021 No dividend proposed for 2022, in th
Slide 15: Groupe Gorgé 2021 results: a transformed profile
Groupe Gorgé 2021 results: 2. a transformed profile 2.1 - 2021 results 2.2 - Focus on the BENL Program 15 ECA GROUP – SeaScan and K-STER
Slide 16: A Flagship Contract with NATO Reference Navies for Mine-Hunting
A FLAGSHIP CONTRACT WITH NATO REFERENCE NAVIES FOR MINE-HUNTING ECA wins the international 12 ships to equip To be delivered 2019 tender in partnership with complete systems between with Naval Group totalling ~100 drones 2023 and 2027 LARS sea trials video iXblue as supplier for Inertial Navigation,
Slide 17: Execution Well on Track According to Schedule
EXECUTION WELL ON TRACK ACCORDING TO SCHEDULE 2018 JULY 2019 JANUARY 2020 MARCH 2021 DECEMBER 2021 JUNE 2022 Request for Order from Dutch Complementary Successful trials Critical Design Inauguration of the Proposal & Belgium navies €20 m order of UMISAS Sonar Review Ostend production site with Dutch
Slide 18: New Assembly Factory in Ostend, Belgium
NEW ASSEMBLY FACTORY IN OSTEND, BELGIUM FOR INDUSTRIAL PRODUCTION 3 700 with access to the sea to be inaugurated in June 2022 A state-of-the-art lean facility for production and maintenance 18/63
Slide 19: A Ramping-Up & Growing Program
A RAMPING-UP & GROWING PROGRAM Contribution of the BENL contract1 500 >€80 M >€80 M Contract ~€55 M ~€55 M ~€45 M €44 M With profitability under control €20 M €450 m initial order received €9 M Additional order from the Dutch Navy Contractual price adjustments linked to inflation 2019 2020 2021 2022
Slide 20: Presentation of iXblue
Presentation of 3. 3.1 – iXblue at a glance 3.2 – Leading activities: Navigation, Maritime Autonomy and Photonics iXblue – Unmanned Surface Vehicule DriX remote control center 20
Slide 21: iXblue, a High-Tech International Leader in Critical Applications
IXBLUE, A HIGH-TECH INTERNATIONAL LEADER IN CRITICAL APPLICATIONS Providing HIGH-TECH PRODUCTS for CRITICAL APPLICATIONS in NAVIGATION, MARITIME AUTONOMY and PHOTONICS 21/63
Slide 22: A Strong Growth Trajectory
A STRONG GROWTH TRAJECTORY From a technology company to a diversified commercial leader iXblue revenues and EBITDA margin since 2000 €138 M ~20% €40 M EBITDA margin1 €2 M 13% €150 m of order intake in 2021 EBITDA margin 2000 2010 2021 A global sales forces with 10 commercial offices abroad High-tech
Slide 23: Key Figures 2021
KEY FIGURES 2021 750 138 20 people Revenues of revenues reinvested in R&D each year1 of which 70% of sales generated abroad in 60 countries 1 Gross amount invested, not taking into account research tax credit, subsidies, etc. The accounting treatment of R&D in the P&L and balance sheet will be reali
Slide 24: Outstanding R&D Capabilities, a Key Strength
OUTSTANDING R&D CAPABILITIES, A KEY STRENGHT Researchers & Engineers 200 working in R&D from top French Engineers institutions 300 Total number of patents granted Average expiry 2032 date of patent portfolio Fabrication of an optical modulator 24/63
Slide 25: Presentation of iXblue
Presentation of 3. 3.1 – iXblue at a glance 3.2 – Leading activities: Navigation, Maritime Autonomy and Photonics iXblue – Unmanned Surface Vehicule DriX remote control center 25
Slide 26: Three Activities Vertically Integrated
THREE ACTIVITES VERTICALLY INTEGRATED PHOTONICS NAVIGATION COMPONENTS & MARITIME AUTONOMY 28 revenues 2021 100 revenues 10 revenues Selling high-grade …that come into …and integrate into components… high-performing products… autonomous USV solution OPTICAL INERTIAL NAVIGATION Optical fiber FOG1 Opti
Slide 27: A Large Client Base with Prestigious Customers
A LARGE CLIENT BASE WITH PRESTIGIOUS CUSTOMERS PHOTONICS NAVIGATION COMPONENTS AUTONOMY & MARITIME 28 revenues 2021 100 revenues 10 revenues SPACE DEFENSE MARITIME INDUSTRIALS CIVIL 27/63
Slide 28: A World Leader in Navigation
A WORLD LEADER IN NAVIGATION And pioneering in other / new markets player in Naval Defense and Engineering & Survey By providing the highest-performing product on the market SPACE SURFACE CIVIL NAVIGATION MARITIME Equipping ships, submarines, drones, etc. 28/63
Slide 29: Inertial Navigation: Best-Performing FOG Technology
INERTIAL NAVIGATION: BEST-PERFORMING FOG TECHNOLOGY Inertial navigation uses sensors to derive a position based on a calibrated starting point and evolutions measured over elapsed time Simplified description of Inertial navigation systems (INS) operations Time iXblue Fiber Optic Gyroscope FOG Marins
Slide 30: Integrating Navigation and Positioning Solutions for BENL Program
CASE STUDY INTEGRATING NAVIGATION AND POSITIONING SOLUTIONS IN DRONES & SHIPS FOR BENL PROGRAM FLS Sonar Obstacle avoidance mounted on mother & seabed mapping vessels & USV drones A toolbox integrating INS Marins & Netans data Reliable, consistent high-performing & distribution system and accurate n
Slide 31: Maritime Autonomy: An Emerging Player in Autonomous Surface Drones
MARITIME AUTONOMY: AN EMERGING PLAYER IN AUTONOMOUS SURFACE DRONES The USV DriX, a differentiating solution A 8m semi-submersible surface drone Designed for surveying & data acquisition With up to 7 days autonomy Project launched in 2017 >20 vehicles sold around the world Now counting 15,000 hours i
Slide 32: Emergence of a Technological Champion
EMERGENCE OF A 4. TECHNOLOGICAL CHAMPION & 4.1 – Overview of the newly formed champion 4.2 – Two companies stronger together 4.3 – A natural integration between the two groups 4.4 – Perspectives 32
Slide 33: A New High-Tech Champion
A NEW HIGH-TECH CHAMPION + A WORLD-CLASS PLAYER IN CUTTING-EDGE TECHNOLOGIES FOR CRITICAL APPLICATIONS Defense Maritime Aerospace 33/63
Slide 34: A Key Player Able to Address the World's New Challenges
A KEY PLAYER ABLE TO ADRESS THE WORLD’S NEW CHALLENGES Addressing macro technological trends... …materializing in harsh environment Autonomy and increasing robotization DIGITALIZATION Data collection IN ALL SEAS OF MOST SECTORS New Space Expending communications UNDERWATER INCREASED Ocean monitoring
Slide 35: An Ecosystem Driven by the Dronization of Naval Applications
AN ECOSYSTEM DRIVEN BY THE DRONIZATION OF NAVAL APPLICATIONS An expanding demand for Driven by multiples sectors Unmanned Maritime Vehicules Estimated global Unmanned Maritime Vehicules market DEFENSE RESEARCH Mine-hunting, seabed warfare, port protection, etc. & SURVEY Hydrography, Marine geology,
Slide 36: A Leadership Driven by the Control of the Whole Chain of Components
A LEADERSHIP DRIVEN BY THE CONTROL OF THE WHOLE CHAIN OF COMPONENTS NAVIGATION, PHOTONICS POSITIONING ROBOTICS & MARITIME COMPLETE COMPONENTS ON-BOARD SYSTEMS ELECTRONICS AUTONOMY 28 revenues 120 revenues 35 revenues 65 revenues Selling high-grade …that come into …to integrate into …and provide comp
Slide 37: A Group Addressing Multiple Clients with a Strong International Footprint
A GROUP ADRESSING MULTIPLE CLIENTS WITH A STRONG INTERNATIONAL FOOTPRINT A balanced mix ~65% of sales abroad1 between Defense & Civil (breakdown in % revenues) (breakdown in % revenues) 49 37 Civil clients Europe 15 Hydrography (excl. France) Engineering & Survey Aeronautics & Space Asia Pacific 1 5
Slide 38: Emergence of a Technological Champion
EMERGENCE OF A 4. TECHNOLOGICAL CHAMPION & 4.1 – Overview of the newly formed champion 4.2 – Two companies stronger together 4.3 – A natural integration between the two groups 4.4 – Perspectives 38
Slide 39: Yesterday: Two Medium-Sized Companies Finding Success Abroad
YESTERDAY: TWO MEDIUM-SIZED COMPANIES FINDING SUCCESS ABROAD The French Defense Technological & Industrial base: a polarized sovereign landscape with large corporation dominating the market and few medium-size companies The ecosystem of Small & Medium Enterprises and Industries Large groups essentia
Slide 40: Tomorrow: A Champion That Will Rank Amongst the Leaders
TOMORROW: A CHAMPION THAT WILL RANK AMONGST THE LEADERS Large groups Concentrating on large systems and prime contractorship THE NEW GROUP WILL SEE ENHANCED RECOGNITION OF ITS UNMATCHED EXPERTISE AND BE ELIGIBLE FOR LARGER CONTRACTS AND MORE GOVERNMENT R&D SUPPORT + THROUGH ADVANCED STUDIES FINANCIN
Slide 41: Focus on Deep-Sea Survey Operations: A Strategic Priority
FOCUS ON DEEP-SEA SURVEY OPERATIONS: A STRATEGIC PRIORITY An extreme environment, representing a technological, scientific and industrial challenge A strategic prioritiy with several objectives Surveillance of strategic underwater infrastructure such as trans-continental cables Scientific exploratio
Slide 42: Emergence of a Technological Champion
EMERGENCE OF A 4. TECHNOLOGICAL CHAMPION & 4.1 – Overview of the newly formed champion 4.2 – Two companies stronger together 4.3 – A natural integration between the two groups 4.4 – Perspectives 42
Slide 43: Cross-Selling Between ECA Group and iXblue >€30m
CROSS-SELLING BETWEEN ECA GROUP AND IXBLUE 1 2 >€30 m CIVIL MARITIME NAVAL DEFENSE additional revenues per year stronger offer cross sell iXblue products by 2025-2026 in hydrography & ECA systems immediately identified at this stage & more to come thanks to strengthened positions and teams DriX AUVs
Slide 44: Critical Size Will Empower Combined Commercial Capacities
CRITICAL SIZE WILL EMPOWER COMBINED COMMERCIAL CAPACITIES iXBlue direct commercial network & support teams Toronto UK Aberdeen NL Haarlem ALL Hambourg + USA ECA’s network Lincoln Beijing of local agents Denver New York Dubai A larger network Singapour supported by a higher volume of sales ECA export
Slide 45: Geographical Proximity: 70% of People in Common Employment Areas
GEOGRAPHICAL PROXIMITY: 70% OF PEOPLE IN COMMON EMPLOYEMENT AREAS Lannion Greater Paris Brest Nantes/Couëron Besançon Common areas ECA GROUP & iXBLUE ECA sites SITES in FRANCE iXblue sites Pessac/Talence Montpellier Marseille Toulouse Toulon / La Ciotat 45/63
Slide 46: Similar Company Cultures & Values
SIMILAR COMPANY CULTURES & VALUES Two medium-sized A strong commercial Family-owned companies A deep R&D culture companies with strong success abroad and with long-term growth trajectory against large players shareholders The success of both companies ECA Group & iXblue have similar Relying on best-
Slide 47: Directly Implementable Cost Synergies with No Headcount Reduction >€15m
DIRECTLY IMPLEMENTABLE COSTS SYNERGIES WITH NO HEADCOUNT REDUCTION 1 2 3 Costs Pooling of direct and Recruitment needs to >€15m in Sales & Cost synergies per indirect support the Marketing year by 2025-2026 purchases growth Reducing the costs of the Better conditions on direct Both companies anticip
Slide 48: Emergence of a Technological Champion
EMERGENCE OF A 4. TECHNOLOGICAL CHAMPION & 4.1 – Overview of the newly formed champion 4.2 – Two companies stronger together 4.3 – A natural integration between the two groups 4.4 – Perspectives 48
Slide 49: Main Drivers for Future Growth
2 MAIN DRIVERS FOR FUTURE GROWTH ACTIVITY & AMBITION KEY APPLICATIONS KEY STRENGTHS & LEGITIMACY FOR LEADERSHIP DEFENSE Unique competitive positioning: the only player with a complete range of drones to realize different missions Mine-hunting (AUVs, USVs, UAVs) NAVAL Seabed warfare Technological hed
Slide 50: Large Potential in Mine Countermeasures Systems
LARGE POTENTIAL IN MINE COUNTERMEASURES SYSTEMS A market representing >€2 bn of potential orders… …addressed with a flexible offer and additional recurring maintenance and consumables covering a wide range of needs Complete systems NORWAY CANADA SWEDEN for large programs UK Such as BENL Program DENM
Slide 51: Expanding Opportunities for Navigation Using Declinations of the Same Technology
EXPANDING OPPORTUNITIES FOR NAVIGATION USING DECLINATIONS OF THE SAME TECHNOLOGY Reiterate the success in Naval defense… …in other sea, land, air and space applications SPACE ASTRIX 200 INS for strategic satellites KASSAV ASTRIX NS INS for launchers GECDIS-W INS for strategic MARINS SERIES WECDIS co
Slide 52: Additional Growth Drivers: High-Growth and High-Margin Applications
ADDITIONAL GROWTH DRIVERS: HIGH-GROWTH AND HIGH-MARGINS APPLICATIONS ACTIVITY & AMBITION MASTERY OF KEY TECHNOLOGIES KEY APPLICATIONS KEY STRENGTHS Lasers (in Industry, Medicine, Research, etc.) Mastery of broad photonics capabilities Optical fibers PHOTONICS Be a leading Optical modulators Space co
Slide 53: >€500M Revenues in 2025-2026 and ~25% EBITDA Margin
>€500 M REVENUES IN 2025-2026 AND ~25% EBITDA MARGIN The figures presented below beyond 2022 are given as indication and do not constitute a guidance Proforma revenues of the new Group1 >€500 m +10% to 20% vs 2021 €249 M €218 M +15% to +20% average growth per year Expecting strong growth in revenues
Slide 54: Contemplated Structure of the Operation
CONTEMPLATED 5. STRUCTURE OF THE OPERATION 54
Slide 55: Estimated Calendar of the Operation
ESTIMATED CALENDAR OF THE OPERATION 10 MARCH 2022 APRIL 2022 MID-20221 Securing Signing Closing exclusive of the Sales of the agreement to & Purchase operation acquire iXblue agreements (SPA) MARCH 2022 APRIL 2022 TO MID-2022 Approval of the Formalities Economic and and Social Council of regulatory
Slide 56: Contemplated Structuration
CONTEMPLATED STRUCTURATION Groupe Gorgé will acquire iXblue through a newly created company (NEWCO) that will own iXblue and ECA Group to facilitate the integration of the two entities GROUPE GORGÉ Controlling shareholder ICG Structured hybrid financing x ACQUISITION DEBT NEWCO x Some former iXblue
Slide 57: An Operation with an Optimized Financing
AN OPERATION WITH AN OPTIMIZED FINANCING SUPPORT OF FINANCIAL PARTNERS CONVINCED BY THE POTENTIAL OF STRONG VALUE CREATION BRINGING / SELLING Externalizing a value significantly above the ECA GROUP SHARES implied valuation in Groupe Gorgé share price1 100% of the capital of ECA Acquisition of iXblue
Slide 58: A Structuration with Multiple Benefits to Groupe Gorgé Shareholders (1/2)
A STRUCTURATION WITH MULTIPLE BENEFITS TO GROUPE GORGÉ SHAREHOLDERS (1/2) Contemplated structure in 2022 Potential structure in 4 to 7 years Contemplated capital structure of NEWCO1 Exit of ICG and refinancing Contemplated capital structure of NEWCO1 60 30 90 ICG Group Gorgé Group Gorgé ~10% of voti
Slide 59: A Structuration with Multiple Benefits to Groupe Gorgé Shareholders (2/2)
A STRUCTURATION WITH MULTIPLE BENEFITS TO GROUPE GORGÉ SHAREHOLDERS (2/2) Financial partners recognize ECA Group value significantly Immediate value creation enabling above implied valuation in the share price reimbursement of Groupe Gorgé existing debt Shareholding structure of Groupe Gorgé unchang
Slide 60: Key Takeaways
6. KEY TAKEAWAYS 60
Slide 61: A Strong and Obvious Strategic Interest to Combine ECA & iXblue
AN STRONG AND OBVIOUS STRATEGIC INTEREST TO COMBINE ECA & IXBLUE 1 A POWERFUL MODEL WITH DEEP VERTICAL INTEGRATION 2 TWO SIMILAR AND COMPLEMENTARY COMPANIES SET FOR A SUCCESSFUL INTEGRATION 3 A STRONG GROWTH PLATEFORM ON ATTRACTIVE HIGH-TECH APPLICATIONS WITH SIGNIFICANT SYNERGIES POTENTIAL 4 AN ATT
Slide 62: Q&A
Q&A 62
Slide 63: Financial Agenda
Financial agenda 21/04/2022: Revenues of the 1st quarter 2022 16/06/2022: General Assembly 27/07/2022: Revenues of the 2nd quarter 2022 63