Slide 1: Investor Presentation: Acquisition of MacDermid, Incorporated
Platform Acquisition Holdings Limited Investor Presentation Acquisition of MacDermid, Incorporated October 11th, 2013 CONFIDENTIAL
Slide 2: Disclaimer
Disclaimer The distribution of this document and the offering of the securities in certain jurisdictions may be restricted by law or regulation. No action has been taken by Platform or any of its affiliates that would permit an offering of its securities or possession or distribution of this documen
Slide 3: Platform to Acquire MacDermid
Platform to Acquire MacDermid On October 10th, 2013, Platform Acquisition Holdings Limited (“Platform”) announced a definitive agreement to acquire (the “Acquisition”) MacDermid, Incorporated (“MacDermid”) Platform Acquisition Holdings Limited Combined entity to be named Platform Specialty Products
Slide 4: Transaction Overview
Transaction Overview MacDermid Global provider of high value-added specialty chemicals and technical services Overview Enjoys #1 or #2 market position in most of its businesses Primary markets include metals and plastics finishing, electronics, oil production and drilling, and graphics arts Tr
Slide 5: Transaction Overview (Cont'd)
Transaction Overview (Cont’d) ($ in millions) Estimated Sources & Uses Pro Forma Capitalization ($ in millions) ($ in millions) Sources Existing Adj. Pro Forma Platform Cash $880 Cash & Equivalents $11 $55 $66 Platform Warrant Proceeds (1) 150 Revolver ($50 million) - - Management Roll Over Equity 9
Slide 6: The New "Benchmark" for Specialty Chemicals Companies
The New “Benchmark” for Specialty Chemicals Companies Initial Capital ~$900mm Platform Specialty Products Market Performance Graphic Oilfield Adhesives Energy Coatings Water Segment: Materials Solutions Services (Catalysts) (Niche Treatment Applications) & Cleaning Solutions Market Size: $4B $13bn $
Slide 7: Illustrative Investor Timeline
Illustrative Investor Timeline (T = Oct 10th) Execution of Definitive Agreement: Oct 10th (T) Trading Halt Notice to FSA: T − Trading to be suspended on the LSE Close Acquisition: T + 14 File Registration Statement with US SEC and Listing Application with the NYSE Complete Registration Pro
Slide 8: Board of Directors
Board of Directors Board structure to ensure public company style corporate governance standards Following the transaction, the Board of Directors will be re-formulated to include the NYSE required independent directors Dan Leever, current CEO of MacDermid, will become CEO of PSP and join the Bo
Slide 9: Agenda
Agenda Executive Summary MacDermid Overview Growth Opportunities Financial Overview Conclusion 8
Slide 10: MacDermid – Business Overview
MacDermid – Business Overview Business Description 2012 – Sales and Adj. EBITDA Breakdown Dynamic chemistries typically represent a small portion of customers’ costs, but they are critical to the Sales by Segment Adj. EBITDA by Segment Graphic performance of their products Solutions 24% Graphic So
Slide 11: MacDermid – Key Facts
MacDermid – Key Facts LTM 9/30/13E ($ in millions) Sales: $742 Adjusted EBITDA: $180 Margin: 24.3% Performance Materials Graphic Solutions Sales: $566 Sales: $176 (2) Adjusted EBITDA: $131 Adjusted EBITDA: $49 Margin: 23.1% Margin: 27.9% Specialty chemicals for plating and surface coatings, printe
Slide 12: MacDermid Has A Long Standing History
MacDermid Has A Long Standing History MacDermid has evolved into one of the leading specialty chemical companies through a combination of organic growth and strategic acquisitions Sales ($ in millions) Organic Growth Phase $1,000 $900 2009: $800 Resilience through the economic crisis 1999: $700 Acqu
Slide 13: Why Is MacDermid Unique?
Why Is MacDermid Unique? Technology Leader Global Leader in with “Asset-Lite, High- Attractive Growth Businesses Touch” Business Model Seasoned Management Favorable Industry Team Incentivized to Structure with High Drive Results Barriers to Entry Attractive Financial Profile Growing Exposure to with
Slide 14: MacDermid Performance Materials
MacDermid Performance Materials Overview 2012 – Sales by Geography Summary Leader in specialty additives for plating and surface coatings Asia (virtual tier I in automotive OEM) 17% Specialty chemicals and services that enable manufacturing of Americas printed circuit boards and other electronic
Slide 15: MacDermid Graphics Solutions
MacDermid Graphics Solutions Overview 2012 – Sales by Geography Summary Supplies an extensive line of flexographic plates that are used in Asia the commercial packaging and commercial printing industries 10% Products are used to improve print quality and printing productivity Products primaril
Slide 16: Worldwide Coverage: Global Presence and Local Knowledge
Worldwide Coverage: Global Presence and Local Knowledge United Kingdom: Factory, warehouse, Suzhou, China: New Hudson, MI: Ferndale, MI: laboratories and offices Manufacturing and R&D R&D center Manufacturing Waterbury, CT: Korea: R&D center Laboratories and offices Italy: Factory, warehouse, Middle
Slide 17: Favorable Industry Structure with High Barriers to Entry
Favorable Industry Structure with High Barriers to Entry Superior and 90 years of process know-how and expertise Innovative Products “Dynamic chemistries” – complex chemical compositions Technical + Over 750 patents Barriers Technical Service + Industry-leading R&D and service infrastructure
Slide 18: Technology Leader with "Asset-Lite, High-Touch" Business Model
Technology Leader with “Asset-Lite, High-Touch” Business Model Commitment to R&D and Technical Service Value Creation Investment in Innovation Investment in Service MacDermid invests in customer driven MacDermid invests in local service capability research and development that delivers value, whenev
Slide 19: Agenda
Agenda Executive Summary MacDermid Overview Growth Opportunities Financial Overview Conclusion 18
Slide 20: Platform for Growth
Platform for Growth Structural Changes Investing in Organic Growth Future MBO in April 2007 Growth initiatives and innovations to Realize benefits from growth in develop next generation products investments Realigned portfolio to focus on higher growth businesses Extending core competencie
Slide 21: Market Development
Innovation Platform: New Markets and Applications Driving Organic Growth Strategic Global Description Initiative Market Size Automotive $700 million Virtual Tier 1 Strategy/Manage global supply chains for OEM OEM Digital $400 million Innovative LUX® process which uses a flat top dot processing t
Slide 22: Automotive OEM
A PLATFORM SPECIALTY PRODUCTS CORPORATION » Automotive OEM Anti-Corrosion + ZinKlad calipers, fasteners and fluid transfer tubes are treated with Envirozin, Enviralloy and Kenlevel Zine, and finished with TriPass passivation and Torque‘n’Tension fluid. ~ Surface Preparation No matter what the substr
Slide 23: Electronics
Electronics Traditional Markets New Target Markets Smartphone: Share Shift and Product Evolution Outdated RIM 2011 HTC/Android 2012 Galaxy III Competitiveness of the MID antenna Samsung transition to MID is MacDermid’s news of 2012 Galaxy S series only a portion of Samsung smartphone sales Ant
Slide 24: Agenda
Agenda Executive Summary MacDermid Overview Growth Opportunities Financial Overview Conclusion 23
Slide 25: MacDermid Historical Financial Performance
MacDermid Historical Financial Performance Sales Adjusted EBITDA and % of Sales ($ in millions) ($ in millions) $744 $742 $180 $729 $731 $694 $162 $160 $176 $153 $160 $172 $49 $594 $158 $139 $42 $34 $145 $28 $116 $17 $106 $23 $584 $569 $559 $566 $536 $131 $119 $120 $449 $111 $100 $83 2008 2009 2010
Slide 26: MacDermid's Low Fixed Cost Structure
MacDermid’s Low Fixed Cost Structure Low Fixed Cost Structure Cost Structure Raw materials account for approximately 81% COGS Other Variable − No single raw material represented more than 3% Costs Fixed Costs of COGS 6% 13% − Track record of price increases to recover increased costs of raw materi
Slide 27: Low CapEx and High Free Cash Flow Generation
Low CapEx and High Free Cash Flow Generation Modern Well-invested Asset Base Requires Minimal Maintenance CapEx of $4 – 5 Million / Year ($ in millions) $13 $10 $9 $7 $8 1.8% 1.4% 1.1% 1.1% 1.2% 2008 2009 2010 2011 2012 Gross CapEx Gross CapEx as % of Sales “Asset-lite, High-touch” Business Model Le
Slide 28: Agenda
Agenda Executive Summary MacDermid Overview Growth Opportunities Financial Overview Conclusion 27
Slide 29: Conclusion
Conclusion Platform Acquisition Holdings Limited 1 Global Leader in Attractive Growth Businesses 2 Technology Leader with “Asset-Lite, High-Touch” Business Model 3 Favorable Industry Structure with High Barriers to Entry 4 Attractive Financial Profile with Strong Cash Flow Generation 5 Highly D
Slide 30: Appendix
PRODUCTS CORPORATION x PLATFORM SPECIALTY JN Appendix 29
Slide 31: MacDermid Adjusted EBITDA Reconciliation (Unaudited)
MacDermid Adjusted EBITDA Reconciliation (Unaudited) Adjustments to EBITDA ($ in millions) 2007 2008 2009 2010 2011 2012 Estimated LTM 9/30/13 Net Income / (loss) ($36.1) ($82.8) $23.9 $1.0 $46.0 $39.7 Adjustments to reconcile to net income / (loss): Income tax expense / (benefit) $1.1 ($6.4) $21.7