Bureau Veritas Sa · EURONEXT:BVI

Bureau Veritas Sa — Merger or Acquisition (June 2010)

35 slides from Bureau Veritas Sa's merger presentation, Jun 22, 2010

Slide 1: Acquisition of Inspectorate: a major step forward in Bureau Veritas' strategy
Acquisition of Inspectorate: a major step forward in Bureau Veritas’ strategy to become the global leader June 22, 2010 © - Copyright Bureau Veritas
Slide 2: Disclaimer
Disclaimer This presentation may contain forward-looking statements which are based on current plans and forecasts of Bureau Veritas’ and Inspectorate’s management. Such forward-looking statements are by their nature subject to a number of important risk and uncertainty factors such as those describ
Slide 4: A unique opportunity, accelerating Bureau Veritas growth strategy
A unique opportunity, accelerating Bureau Veritas growth strategy... ► Bureau Veritas becoming a leading player in commodities inspection and testing ► Commodities: a > €5bn market potential with strong growth and expansion opportunities ► Complementary activities and know-how ► Network consolidated
Slide 5: And reinforcing its position as a global leader
… And reinforcing its position as a global leader ► 46,000 staff in more than 1,000 locations ► Number of testing laboratories doubled to >300 ► Around €3bn turnover ► Immediate critical size and leading position in commodities testing ► Largest service offering within the Testing, Inspection, Certi
Slide 6: Commodities testing and inspection: a strategic market with strong potential
Commodities testing and inspection: a strategic market with strong potential © - Copyright Bureau Veritas
Slide 7: An Attractive Market of over €5bn
An Attractive Market of over €5bn… Upstream Downstream Outsourcing Exploration/ Trade Management of production clients’ labs A >€5bn market potential, Oil Oil and and supported by strong dynamics: petrochemicals petrochemicals • International trade growth • High barriers to entry Metals Metals and a
Slide 8: Set for strong growth in coming years
...Set for strong growth in coming years A A favorable favorable timing timing Solid 2010-2011 growth outlook Positioning Positioning Bureau Bureau Veritas Veritas for for the the 15% rebound rebound ► International trade: +10% in 2010; 2008 levels reached by Q1 2011 10% (WTO forecasts) ► World oil
Slide 9: Inspectorate: a World-Leading Player in Commodities Testing and Inspection
Inspectorate: a World-Leading Player in the Commodities Testing and Inspection Market © - Copyright Bureau Veritas
Slide 10: A Top-3 player in its sector
A Top-3 player in its sector... ► Created in 1885 - Headquartered in Witham, UK ► Owned by Inspicio since 2005 (acquired by 3i in February 2008) ► £246m revenues in 2009 ► Network of 150 laboratories across 60 countries ► Stable blue chip customer base (large producers, importers, exporters, traders
Slide 11: Focused on commodities testing and inspection services
...Focused on commodities testing and inspection services 2009A Revenue breakdown By Product Category By Geography Latin America Agri-Food & Others 10% 15% Middle-East & Africa Europe 9% 27% Eastern Metals & Europe Minerals 10% 26% Oil & Petrochemicals Asia-Pacific North America 59% 16% 28% Fast-gro
Slide 12: With strong leadership positions
...With strong leadership positions Oil & Petrochemicals Metals & Minerals Agri-Food Trade inspections Trade services Agro-commodities ► Inspection and sampling of ► Supervision of weighing; ► Testing of grains, vegetable petroleum and chemical Sampling; Pre-shipment oils, bio-fuel feedstock and by-
Slide 13: 150 laboratories across 60 countries
150 laboratories across 60 countries… Oil & Petrochemicals Metals and Minerals Agri & others laboratories laboratories © - Copyright Bureau Veritas 13
Slide 14: With recognized multi-sector technical expertise
...With recognized multi-sector technical expertise Key Oil & Petrochemicals labs Key Metals & Minerals labs Key Agri-Food labs ►Houston (US) ► Reno (US) ► Santiago (Chile) ►Rotterdam (Netherlands) ► Witham (UK) ► Guayaquil (Ecuador) ►Singapore ► Lima (Peru) ► Calloa (Peru) ►New-York (US) ►Boston (U
Slide 15: Delivering a strong growth track record
Delivering a strong growth track record ► Revenue (£m) X2 246 202 126 145 2006 2007 2008 2009 2010 ► Organic Growth (%) 20% 18% 14% 7% 2006 2007 2008 2009 2010 © - Copyright Bureau Veritas 15
Slide 17: A major breakthrough for Bureau Veritas
A major breakthrough for Bureau Veritas… ► Strong positions in high-potential markets ► Balanced geographical spread ► Aligned with Bureau Veritas’ buy and build strategy ► Strong cultural fit, with core values focused on quality, ethics and performance © - Copyright Bureau Veritas 17
Slide 18: Consolidating its leadership in its sector
...Consolidating its leadership in its sector 2009 Revenues (€m) 3,500 (*) 3,000 2,930 2,500 2,000 1,500 1,000 500 TUV Rheinland Lloyd's Register TUV Süd TUV Nord Intertek Applus UL DNV Dekra GL SGS + Based on 2009 figures for all companies except TUV Nord (2008), UL (estimates), Applus (estimates)
Slide 19: A new step in Bureau Veritas' expansion journey
A new step in Bureau Veritas’ expansion journey GSIT Consumer I&F I&F Acquisition Consumer Acquisition of of Inspectorate Inspectorate Products USA USA Becoming Construction Products Becoming aa leading leading player player in in commodities commodities inspection inspection I&F I&F and Industry an
Slide 20: The largest service offering within its industry
The largest service offering within its industry Government Contracts Commodities Consumer Products Life Sciences Construction Environment Certification Automotive Industry Marine Minerals IVS Agri Oil + SGS Dekra TUV Süd Intertek TUV Rheinland DNV Lloyd’s Register TUV Nord Applus Underwriters Labor
Slide 21: A unique opportunity to accelerate creation of a global commodities platform
A unique opportunity to accelerate creation of a global commodities platform + 2009 Commodities €120m > €400m Revenues Presence on all Products tested Primarily minerals (~90%) commodities segments: Oil, Minerals, and Agri Balance between Focused on testing for - Trade and Upstream Current capabilit
Slide 22: A move initiated 3 years ago
A move initiated 3 years ago Acquisition 2009 Revenues ► Global provider of commodities inspection €280m and testing 2010 ACT ► South Africa – Coal testing €7m ► Chile – Geoanalytical Geoanalitica testing (minerals) ► Australia – Leader in 2008 Amdel geoanalytical and mineral processing testing (non
Slide 23: An extended business portfolio
An extended business portfolio... 2009PF revenue by business 2009PF revenue by geography Certification Other Europe 10% Consumer Products 25% 12% Latin America Construction 8% 16% Government Services(2) Middle East 3% 5% France Minerals 24% North America In-Service 9% inspection Oil & Verification (
Slide 24: With a reinforced presence in key geographic regions
...With a reinforced presence in key geographic regions ► “Fast- growing” economies 09A revenues ~€670m ~€210m ~€170m ~€55m 09PF revenues ~€720m ~€245m ~€200m ~€80m ► Key “mature” geographies 09A revenues ~€185m ~€100m ~€55m 09PF revenues ~€275m ~€130m ~€80m © - Copyright Bureau Veritas 24
Slide 25: A catalyst for Inspectorate's development
A catalyst for Inspectorate’s development Leverage Bureau Veritas’ experience and network to accelerate Inspectorate’s strategic development and improve profitability Growth Performance Deploy Deploy Accelerate Accelerate Gain Gain market market Scale Scale improved improved in in Inspectorate’s Ins
Slide 26: A Positive Financial Impact on the Group
A Positive Financial Impact on the Group François Tardan Chief Financial Officer © - Copyright Bureau Veritas
Slide 27: Financial highlights of the deal
Financial highlights of the deal ► Increased revenue diversification ► Higher revenue growth ► Cost synergies from scale effects ► Strong room for profitability improvement and value creation potential ► EPS accretive from year 1 ► Closing expected in Q3 2010, upon anti-trust clearance © - Copyright
Slide 28: Transaction key terms
Transaction key terms ► Purchase price: £450m enterprise value for 100% of Inspectorate ► Representing an acquisition multiple of 10.9x EBITDA 2010E (£41.2m) before synergies ► Valuation aligned with: Bureau Veritas’ current trading multiples Listed peers’ current trading multiples Recent transactio
Slide 30: A 100% cash transaction
A 100% cash transaction ► Financed through existing and new debt facilities Existing debt facilities • $225m US Pricoa Placement (maturity 2019) • €550m revolving line (maturity 2013), with €315m undrawn as of 15-Jun-2010 New debt facilities • €200m French Private Placement (maturity 2015) © - Copyr
Slide 31: Balance sheet solidity maintained
Balance sheet solidity maintained Leverage ratio(1) 2.5x ~2x 2.1x 1.9x Amdel acquisition 1.4x Dec 07 June 08 Dec 08 Dec 09 June 09 Dec 10E ► Post transaction, Bureau Veritas net financial debt should represent ~2x EBITDA at Dec. 2010 (financial covenant < 3x) (1) Net debt / EBITDA (earnings before i
Slide 33: A unique opportunity, accelerating Bureau Veritas growth strategy
A unique opportunity, accelerating Bureau Veritas growth strategy ► Bureau Veritas becoming a leading player in commodities inspection and testing ► Commodities: a > €5bn market potential with strong growth and expansion opportunities ► Complementary activities and know-how ► Network consolidated in

Bureau Veritas — Merger or Acquisition (June 2010) on 6ix

Bureau Veritas Sa — Merger or Acquisition (June 2010)

Slide 1: Acquisition of Inspectorate: a major step forward in Bureau Veritas' strategy

Slide 2: Disclaimer

Slide 3: Frank Piedelièvre, Chairman and CEO

Slide 4: A unique opportunity, accelerating Bureau Veritas growth strategy

Slide 5: And reinforcing its position as a global leader

Slide 6: Commodities testing and inspection: a strategic market with strong potential

Slide 7: An Attractive Market of over €5bn

Slide 8: Set for strong growth in coming years

Slide 9: Inspectorate: a World-Leading Player in Commodities Testing and Inspection

Slide 10: A Top-3 player in its sector

Slide 11: Focused on commodities testing and inspection services

Slide 12: With strong leadership positions

Slide 13: 150 laboratories across 60 countries

Slide 14: With recognized multi-sector technical expertise

Slide 15: Delivering a strong growth track record

Slide 16: Reinforcing Bureau Veritas' leadership

Slide 17: A major breakthrough for Bureau Veritas

Slide 18: Consolidating its leadership in its sector

Slide 19: A new step in Bureau Veritas' expansion journey

Slide 20: The largest service offering within its industry

Slide 21: A unique opportunity to accelerate creation of a global commodities platform

Slide 22: A move initiated 3 years ago

Slide 23: An extended business portfolio

Slide 24: With a reinforced presence in key geographic regions

Slide 25: A catalyst for Inspectorate's development

Slide 26: A Positive Financial Impact on the Group

Slide 27: Financial highlights of the deal

Slide 28: Transaction key terms

Slide 29: Immediately EPS Accretive

Slide 30: A 100% cash transaction

Slide 31: Balance sheet solidity maintained

Slide 32: Conclusion

Slide 33: A unique opportunity, accelerating Bureau Veritas growth strategy

Slide 34: Questions and Answers

Slide 35: © - Copyright Bureau Veritas