Manitowoc Company, Inc. (the) · NYSE:MTW
Manitowoc Company, Inc. (the) — Merger or Acquisition (April 2008)
22 slides from Manitowoc Company, Inc. (the)'s merger presentation, Apr 14, 2008
Slide 1: The Manitowoc Company Acquisition of Enodis plc
1 The Manitowoc Company Acquisition of Enodis plc April 14, 2008
Slide 2: No Offer or Solicitation
2 NO OFFER OR SOLICITATION This presentation does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer for or buy any securities, pursuant to the acquisition or otherwise. Full details of the acquisition, which will be implemented by means of a
Slide 3: Safe Harbor Statement
3 SAFE HARBOR STATEMENT This presentation includes “forward-looking statements” intended to qualify for the safe harbor from liability under the Private Securities Litigation Reform Act of 1995. These statements are based on the current expectations of the management of Manitowoc and are subject to
Slide 4: Transaction Rationale
4 TRANSACTION RATIONALE Manitowoc’s acquisition of Enodis creates a global leader in a wider range of foodservice equipment Continues a highly successful, value-enhancing acquisition strategy Adds additional market-leading global brands and capabilities Enodis’ broad foodservice equipment offering i
Slide 5: Summary of Terms
5 SUMMARY OF TERMS $2.1 billion transaction value including FYE 9/29/07 net debt 258p in cash per Enodis share; in addition, Enodis will pay a dividend of 2p per Enodis share in lieu of an interim dividend in respect of the financial year ending September 30, 2008 12.0x FYE 9/29/07 EBITDA Transactio
Slide 6: Foodservice Acquisition Philosophy
6 FOODSERVICE ACQUISITION PHILOSOPHY • Products/geographies outside our portfolio • Broaden low-cost manufacturing base • Components in adjacent categories to broaden customer relationships • Ability to expand channel to market and service network • International manufacturing and distribution • Spe
Slide 7: Enodis Is a Leading Foodservice Manufacturer with Premier Global Brands
7 ENODIS IS A LEADING FOODSERVICE MANUFACTURER WITH PREMIER GLOBAL BRANDS Headquartered in London, UK, with ~6,800 employees Operationally headquartered in Tampa, Florida Leading brands and products include: Foodservice Equipment — cooking, warming, refrigeration, dishwashing and food preparation eq
Slide 8: Enodis Financial Highlights
8 ENODIS FINANCIAL HIGHLIGHTS Enodis financial performance First half 2008 sales expected to be up approximately 7% on a like-for-like basis(1) New initiatives and products will provide upside opportunities in the second half of the year(1) Medium and long-term margin goals of 12% and 14%, respectiv
Slide 9: Continues Manitowoc's Successful Acquisition Strategy
9 CONTINUES MANITOWOC’S SUCCESSFUL ACQUISITION STRATEGY... March 2001 Rationale Added leading tower cranes Opened up new markets in Europe and Asia Transaction financials $300mm price $270mm LTM sales Manitowoc market cap: $0.7bn March 2002 Rationale Added leading mobile cranes platform Offered sign
Slide 10: ...Which Can Be Replicated in Foodservice
10 ...WHICH CAN BE REPLICATED IN FOODSERVICE Broadest product line in industry Global manufacturing to meet local needs Platform for technology and innovation Robust R&D/new product pipeline Best-in-class operator training Industry’s best aftermarket support End user financing options
Slide 11: This Has Driven Excellent Financial Performance
11 THIS HAS DRIVEN EXCELLENT FINANCIAL PERFORMANCE $99 $119 $112 $63 $108 $136 $306 $510 12/00 12/01 12/02 12/03 12/04 12/05 12/06 12/07 CAGR 29% CAGR 26% Manitowoc revenues ($MM) Manitowoc standalone 2008 outlook Manitowoc operating earnings ($MM) Targeting a 50% increase in EVA Cash flow from oper
Slide 12: Refueling Manitowoc's Growth Drivers
12 REFUELING MANITOWOC’S GROWTH DRIVERS Marine 6% Cranes 58% Foodservice 11% Marine 8% Cranes 81% Combined Manitowoc and Enodis Manitowoc standalone (2007) $5.6 billion combined revenues(1) $4.0 billion standalone revenues Foodservice 36% Manitowoc standalone (2000) Cranes 36% $0.7 billion standalon
Slide 13: Enodis Overview
13 ENODIS OVERVIEW Selected products Selected customers Global footprint Technology Combi ovens Fryers “Mini” Combis Protector Low Oil Volume Fryers Holdmaster Holding Drawer systems Pasta cooking stations Sandwich stations Fusion conveyor toasters Merrychef ovens Emphasis on technology innovation D
Slide 14: Refreshing the Foodservice (FSG) Portfolio
14 REFRESHING THE FOODSERVICE (FSG) PORTFOLIO $2.0 billion combined revenues(1) $0.4 billion standalone revenues Asia-Pacific/Europe 25% “Hot-side” 33% Americas 75% “Cold-side” 62% Other 5% Manitowoc FSG combined revenues by geography Manitowoc FSG combined revenues by product Asia-Pacific/Europe 9%
Slide 15: Highly Complementary Portfolio of Foodservice Products
15 HIGHLY COMPLEMENTARY PORTFOLIO OF FOODSERVICE PRODUCTS Capabilities “Cold-side” “Hot-side” Other Manitowoc Enodis Combined lce machines Walk-in refrigeration Reach-in refrigeration Beverage dispense Cookers Ovens Fryers Skillets Other “hot-side” Ware washing Distribution/other
Slide 16: Attractive Industry Fundamentals
16 25% 75% 46% 54% 53% 47% 0% 20% 40% 60% 80% 100% 1955 2002 2010E Prepared at home Prepared away from home CAGR 7.6% 0 1,000 2,000 3,000 '95 '96 '97 '98 '99 '00 '01 '02 '03 '04 '05 '06 '07E '08E '09E '10E '11E '12E ATTRACTIVE INDUSTRY FUNDAMENTALS Estimated outlook — global food and beverages ($ bi
Slide 17: Global Companies Are Better Positioned
17 GLOBAL COMPANIES ARE BETTER POSITIONED 0% 1% 2% 3% 4% 5% 6% 7% 8% 9% 2000 2001 2002 2003 2004 2005 2006 2007E Top 200 Industry Foodservice Market Growth Source: Technomic, Inc.
Slide 18: Full Portfolio Brings Greater Opportunities
18 FULL PORTFOLIO BRINGS GREATER OPPORTUNITES New locations drive hot and cold equipment sales Key driver for cold side is replacements/renovation Key driver for hot side is menu change Large opportunity to partner with global accounts Access to hot side provides a better platform to leverage techno
Slide 19: Significant Synergies Expected
19 SIGNIFICANT SYNERGIES EXPECTED Run rate synergies of >$60 million expected in 2010 Approximately 50% expected to be realized in 2009 (note closing not expected until Q4 2008) Estimated $33 million of initial costs to achieve synergies Cost savings Consolidation of duplicated infrastructure Ration
Slide 20: Conservative Financing Strategy
20 CONSERVATIVE FINANCING STRATEGY Unconditionally-committed financing Expect to retain existing credit ratings Rapid deleveraging ability Will consider potential longer-term financing subject to market conditions
Slide 21: Summary
21 SUMMARY Balances Manitowoc’s business portfolio and establishes the company as a leader in foodservice equipment $2.1 billion transaction value including FYE 9/29/07 net debt 12.0x FYE 9/29/07 EBITDA $60+ million synergies expected Expected to be accretive to EPS in 2009 and EVA positive in 2011(
Slide 22: Questions
22 QUESTIONS