Valmet Corp · OMXHEX:VALMT

Valmet — Merger or Acquisition (September 2020)

24 slides from Valmet's merger presentation, Sep 29, 2020

  1. Slide 1: Valmet's proposal to start discussions on a statutory merger between Valmet and Neles

    Valmet’s proposal to start discussions on a statutory merger between Valmet and Neles Pasi Laine, President and CEO, Valmet Kari Saarinen, CFO, Valmet

  2. Slide 2: Valmet has approached the Board of Directors of Neles with a merger proposal

    Valmet has approached the Board of Directors of Neles with a proposal to start discussions on a potential statutory merger between Valmet and Neles  Valmet announced 14.88 percent share acquisition of Neles’ shares from Solidium Oy on June 17, 2020 and has gradually increased its ownership further

  3. Slide 3: Contents

    Contents 1 Valmet’s strategy and development 2 Valmet today 3 Neles today and its strategy Valmet and Neles together - a winning combination creating 4 future success 3 29 September, 2020 © Valmet

  4. Slide 4: Valmet's way forward

    Valmet’s way forward Our Vision Our Must-Wins To become the global champion  Customer excellence in serving our customers Our Strategy  Leader in technology and Valmet develops and supplies innovation competitive process technology,  Excellence in processes services and automation to the pulp, pa

  5. Slide 5: Valmet's financial targets

    Valmet’s financial targets Growth • Net sales for stable business to grow over two times the market growth • Net sales for capital business to exceed market growth Profitability • Comparable EBITA: 10–12% ROCE • Comparable return on capital employed (ROCE) before taxes1: >20% Dividend policy • Divid

  6. Slide 6: Valmet's development since 2013

    Valmet’s development since 2013 Orders received Comparable EBITA Comparable EBITA margin 10-12% (EUR billion) (EUR million) (%) Comparable EBITA target 4.5 350 10% 4.0 9% 300 3.5 8% 250 7% 328% 3.0 Total Shareholder 6% Return since 2.5 200 demerger 5% 2.0 150 4% 1.5 100 3% 1.0 2% 50 24% 0.5 1% Annua

  7. Slide 7: Valmet's acquisition strategy

    Valmet’s acquisition strategy Well considered acquisitions with clear industrial logic Several successful acquisitions • Focus on organic growth  Process Automation Systems 2015 • Selective acquisitions done to support growth  MC machinery 2015  Enertechnix 2018  GL&V 2019  J&L Fiber Services 2

  8. Slide 8: Contents

    Contents 1 Valmet’s strategy and development 2 Valmet today 3 Neles today and its strategy Valmet and Neles together - a winning combination creating 4 future success 8 29 September, 2020 © Valmet

  9. Slide 9: Valmet today

    Valmet today A leading provider of process technologies, services and automation to pulp, paper and energy industries Paper Pulp and Services Automation Energy Market position Market position Market position Market position #1 #1–3 #1–2 #1–2 Pulp and paper Energy and Market share Market share Market

  10. Slide 10: Valmet's key figures in 2019

    Valmet’s key figures in 2019 Orders received EUR 3,986 million Orders received by business line Orders received by area 12% Net sales 22% EUR 3,547 million 26% 7% 37% Comparable EBITA EUR 316 million Comparable EBITA margin 17% 8.9% 9% 42% 28% Gearing -23% (on June 2020) Net debt (on June 2020) Serv

  11. Slide 11: Contents

    Contents 1 Valmet’s strategy and development 2 Valmet today 3 Neles today and its strategy Valmet and Neles together - a winning combination creating 4 future success 11 29 September, 2020 © Valmet

  12. Slide 12: Neles today

    Neles today A strong niche player with especially solid position in certain segments of the valves market Diversified valves offering Good market position Balanced global presence Focus on safety and reliability  Flow control equipment and • Pulp and paper #1  2,900 employees  Valves have a cruci

  13. Slide 13: Neles' key figures

    Neles’ key figures Orders received EUR 681 million Net sales by customer industry Net sales by area Net sales 16% EUR 660 million 24% 37% 36% Comparable EBITA EUR 97 million 26% Comparable EBITA margin 14.6% 21% 40% Employees O&G, industrial gas Petrochem & chemical ~2,900 Pulp and Paper Other EMEA

  14. Slide 14: Neles has a good track record for growth and potential to grow further

    Neles has a good track record for growth and potential to grow further Net sales, EUR million Neles’ strategic actions to grow organically Growth 700 7.8% 660 and through acquisitions: CAGR 600 593 • Gain market share by expanding in selected 528 522 markets and broadening product offering 500 • Acc

  15. Slide 15: Contents

    Contents 1 Valmet’s strategy and development 2 Valmet today 3 Neles today and its strategy Valmet and Neles together - a winning combination creating 4 future success 15 29 September, 2020 © Valmet

  16. Slide 16: Valmet and Neles together

    Valmet and Neles together A Nordic based global leader with a unique offering for process industries Services Process technologies Automation Paper Pulp and Automation Valves Energy systems Market Market position Market position Market position Market position Leadership position #1–3 #1–2 #1–2 posi

  17. Slide 17: A unique and competitive offering

    A unique and competitive offering Paper Pulp and Energy • Board, tissue and paper machines • Pulp mills • Modernizations and grade • Multifuel boilers conversions • Environmental systems Process technology Services Customer • Spare and process parts Automation • Production consumables • Automation s

  18. Slide 18: Stronger margin profile and globally balanced operations

    Stronger margin profile and globally balanced operations Services ~32%, automation ~24% and process technologies ~44% of net sales (illustrative, based on 2019 figures) Orders received Net sales by segment Net sales by area EUR 4,667 million 32% 22% Net sales Services Paper APAC 24% EUR 4,207 millio

  19. Slide 19: Increased share of high-margin and growing stable business

    Increased share of high-margin and growing stable business Stable business includes services, automation systems and valves Valmet’s stable business orders received +7.9% Combined stable business orders received2 1,818 1,558 1,645 1,481 1,341 +37% 2.5 2015 2016 2017 2018 2019 1.8 Services and Automa

  20. Slide 20: Leading in automation

    Leading in automation A platform for further growth in automation business Automation Automation Valves products and systems software • Leading market • Leading position in • Platform for further position in valves Pulp and Paper growth through and valve automation automation acquisitions in the pro

  21. Slide 21: Tangible revenue, technology development and cost synergy potential

    Tangible revenue, technology development and cost synergy potential Easy and low-risk integration Combination would provide multiple benefits for both companies • Improved package sales to pulp & paper customers Sales and • Cross-sales to energy and process industry customers offering • More compreh

  22. Slide 22: Value to all shareholders

    Value to all shareholders Large overlapping shareholder base1 between Valmet and Neles The potential merger would create Not overlapping value to all shareholders through shareholders 21% Retail 29% (including Cevian) – Enhanced strategic positioning  A large share of stable, recurring and profitab

  23. Slide 23: Summary

    Summary  A statutory merger between Valmet and Neles would create a solid and strong, Nordic based global leader  We believe that a merger provides the best potential for long-term value creation for shareholders 23 29 September, 2020 © Valmet

  24. Slide 24: FORWARD

    FORWARD

Valmet — Merger or Acquisition (September 2020) on 6ix