Fnac Darty SA · EURONEXT:FNAC
Fnac Darty SA — Groupe Fnac — Merger or Acquisition (November 2015)
20 slides from Fnac Darty SA's merger presentation, Nov 20, 2015
Slide 1: Recommended offer for Darty plc
November 20th 2015 Recommended offer for Darty plc
Slide 2: Disclaimer
Disclaimer NOT FOR RELEASE, PRESENTATION, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION IMPORTANT: YOU MUST READ THE
Slide 3: Disclaimer (continued)
Disclaimer (continued) Unless expressly stated otherwise, no statement in this presentation (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this presentation should be interpreted to mean that cash flow from operations,
Slide 4: Disclaimer (continued)
Disclaimer (continued) Investors should be aware that Fnac may purchase or arrange to purchase Darty Shares otherwise than under any takeover offer or scheme of arrangement related to the Proposed Acquisition, such as in open market or privately negotiated purchases. This presentation does not const
Slide 5: Agenda
Agenda 1 Introduction 2 Strategic rationale 3 Financial highlights 5
Slide 6: Introduction
November 20th 2015 Recommended offer for Darty plc Introduction
Slide 7: Acquisition highlights
Acquisition highlights Creating a market leader in the French electronics, editorial & home appliances retail A highly logical market combination Enhanced European footprint Attractive synergy Run-rate pre-tax synergy impact of at least €85m per annum1 potential Limited implementation costs
Slide 8: Transaction overview
Transaction overview Recommended offer to acquire Darty 1 Fnac share for every 37 Darty shares Partial cash alternative up to a maximum aggregate amount of approximately £67 million1 to be made available Deal terms Based on the closing price of €55.6 per Fnac share on 19 November 20152: Va
Slide 9: Strategic rationale
November 20th 2015 Recommended offer for Darty plc Strategic rationale
Slide 10: A highly logical combination
A highly logical combination 1 Creating a market leader A market leader in the French electronics, editorial & home appliances retail market 2 A combination of two iconic French brands which will benefit customers Combination of two highly recognised and well-respected brands with strong customer
Slide 11: Creating a French leader in its key markets
Creating a French leader in its key markets 1 #1 electronic and editorial goods retailer in France Top 10 consumer electronics retailers in Europe1 (FY2014 revenues, €bn) (FY2014 revenues, €bn) 5.6 21.0 12.4 11.8 1 2.8 2.8 2.8 8.8 1.9 1.9 1.9 7.4 1.8 4.7 2 1.0 3.9 3.5 3.5 0.6 0.5 Source LSA Magazine
Slide 12: Combination of two iconic French brands
Combination of two iconic French brands 2 “L’agitateur culturel” “Le contrat de confiance” Enjoyable customer experience Strong commitment to customer service Independence and expertise of sales Unrivalled aftersales capabilities force Top-of-mind brand awareness in home Top-of-mind for
Slide 13: More diversified product offering
More diversified product offering 3 A more resilient and diversified offering with multiple growth levers 1, 2 Product categories offering complementary growth and margin profiles Services Services & Accessories Brown and grey products growth 5% Accessories 13% 9% underpinned by short innovation
Slide 14: An enhanced omni-channel offering
An enhanced omni-channel offering 4 Attractive online presence1 Innovative omni-channel services Amazon 17.5 Cdiscount 10.7 Fnac 10.7 eBay 7.9 Carrefour 7.6 PriceMinister 7.5 Voyages-Sncf.com 6.9 La Redoute 6.8 Both groups offer state-of-the-art omni-channel capabilities Vente-privée 6.0 Click&M
Slide 15: Improved scale and reach
Improved scale and reach 5 Diversified formats Complementary networks in France1,2 Iberia Destination Cities > 80,000 people 2 High street or prime 22 25 3 shopping centres 3 2 Periphery Retail parks outside 2 2 larger cities 2 2 Benelux 2 Proximity 3 Cities < 80,000 2 2 75 people 2 Downto
Slide 16: Financial highlights
November 20th 2015 Recommended offer for Darty plc Financial highlights
Slide 17: Enhanced financial scale and cash flow generation
Enhanced financial scale and cash flow generation Key financials (as of 31/12/2014 for Fnac and 30/04/2015 for Darty) €m Sales 3,895 3,512 7,407 Approximately doubling sales and EBITDA EBITDA 147 119 266 c. €270m of combined EBITDA with better scale and resilience on the back of a EBIT1 77 68 14
Slide 18: Significant synergy potential
Significant synergy potential Driving further value through synergies… Purchasing synergies in Optimisation of Quantified Financial common product warehousing & transport Benefit Statement categories (brown, grey, prepared by Integration of certain HQ management and small domestic and suppor
Slide 19: Solid capital structure
Solid capital structure Key financing terms Comments Committed financing from supportive relationship banks: Société Générale, Bridge Crédit Agricole CIB, Natixis RCF Loan Tailored financing package covering Quantum €465m €400m partial cash alternative, potential refinancing of existing financia
Slide 20: Indicative transaction timetable
Indicative transaction timetable Implemented by way of recommended pre-conditional all-share merger, with a partial cash alternative Timetable below based on Phase I anti-trust approval (French and Belgian competition authorities) Timeline to be extended in event of Phase II anti-trust proceed