Merck Kgaa · XETR:MRK
Merck Kgaa — Merger or Acquisition (February 2019)
22 slides from Merck Kgaa's merger presentation, Feb 27, 2019
Slide 1: Proposal to Acquire Versum Materials
PROPOSAL TO ACQUIRE VERSUM MATERIALS Stefan Oschmann, CEO Marcus Kuhnert, CFO February 27, 2019
Slide 2: Disclaimer
Disclaimer Publication of Merck KGaA, Darmstadt, Germany. In the United States and Canada the group of companies affiliated with Merck KGaA, Darmstadt, Germany operates under individual business names (EMD Serono, Millipore Sigma, EMD Performance Materials). To reflect such fact and to avoid any mis
Slide 3: Disclaimer: Forward-Looking Statements
Disclaimer Cautionary Note Regarding Forward-Looking Statements and financial indicators This communication may include “forward-looking statements.” Statements that include words such as “anticipate,” “expect,” “should,” “would,” “intend,” “plan,” “project,” “seek,” “believe,” “will,” and other wor
Slide 4: Disclaimer: Additional Information and Where to Find It
Disclaimer Additional Information and Where to Find It This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal which Merck KGaA, Darmstadt, Germany has made for a business combination transaction with Versum
Slide 5: Agenda
Agenda Strategic rationale Transaction details and impacts for Merck KGaA, Darmstadt, Germany Executive summary Back-up 5
Slide 6: Strategic Rationale
STRATEGIC RATIONALE
Slide 7: Strategic combination of two highly complementary industry leaders
Group Strategic combination of two highly complementary industry leaders 1 • Merck KGaA, Darmstadt, Germany proposal to acquire Versum Materials for US$ 48.00 per share in cash Attractive • ~ 52% premium over unaffected Versum Materials closing price on January proposal Proposal 2 2 25, 2019 , and ~
Slide 8: Versum Materials – A leading supplier to the electronics industry
Group Versum Materials – A leading supplier to the electronics industry 1 1 Sales by segment Sales by region ▪ Leading global supplier of high-purity process chemicals, gases and equipment Delivery Americas serving mainly semiconductor manufacturers Systems & 23% Services ▪ Established positions in
Slide 9: Creating a leading electronic materials player
Group Creating a leading electronic materials player Partner of Poised for Comple- Deep Broadened Innovation choice growth mentary portfolio offering • Creating a leading • Accelerating ability to • Optimally positioned to • Complementary • Build an attractive • Expanding Merck’s electronic material
Slide 10: A compelling proposal for all stakeholders
Group A compelling proposal for all stakeholders Combining the certainty of an all-cash Providing leading-edge technology backed transaction with an attractive premium by the capabilities, scale and quality of • ~ 52% premium to Versum Materials’ unaffected Merck KGaA, Darmstadt, Germany closing pri
Slide 11: Transaction Details and Impacts for Merck KGaA, Darmstadt, Germany
TRANSACTION DETAILS AND IMPACTS FOR MERCK KGAA, DARMSTADT, GERMANY
Slide 12: Key transaction highlights
Group Key transaction highlights Proposal Valuation 1 • Purchase price of US$ 48.00 per • Total transaction value (EV ) of €5.3bn 2 Versum Materials common share • Represents 12.6x 2019E EBITDA and pro- • 100% cash consideration forma 11.0x 2019E EBITDA including 100% • Attractive premium: ~52% over
Slide 13: Value accretive for shareholders
Group Value accretive for Merck KGaA, Darmstadt, Germany shareholders Enhancing sales Expected Pro- Value Balance Solid financial forma and EBITDA pre creation synergies drive sheet structure preserved value creation Merck’s KGaA, Darmstadt, Cost synergies of ~ €60m p.a. Fully financed with ca
Slide 14: Transaction raises Performance Materials' profile within the group
Group Transaction raises Performance Materials’ profile within the group Rebalancing group portfolio to diversified Significantly bolsters Performance structure of three strong pillars Materials sector Merck KGaA, Darmstadt, Germany 1 Net sales 1 Pro-forma net sales Performance Materials and Versu
Slide 15: Capitalizing upon electronics industry growth
Group Capitalizing upon electronics industry growth The digital revolution … … requires high purity materials 2,3 1 [Size of global data sphere in zetabytes] [US$ bn] Deposition SOI Bulk gases materials 500 Photoresist anciliaries Forecast Total data volume CMP Photomasks (slurries, pads) 250 Photor
Slide 16: Combined portfolio: attractive platform for electronic materials and solutions
Group Building an attractive platform for electronic materials and solutions Versum Materials’ Semi Production Equipment and Services Control and Delivery Combined analytical systems systems Project Parts, portfolio: management maintanance Electronics services and training Manufacturers … • covers E
Slide 17: Performance Materials executes on its transformation program
Group Performance Materials executes on its transformation program Semiconductor Display Solutions Surface Solutions Solutions 1 2 1 2 1 2 Today Pro Forma Today Pro Forma Today Pro Forma 25% of Sales 50% of Sales 55% of Sales 36% of Sales 20% of Sales 14% of Sales End-to-End Portfolio Mid to high si
Slide 18: Executive Summary
EXECUTIVE SUMMARY OS Sa aan
Slide 19: Executive Summary
Group Executive Summary Consistent with Merck’s KGaA, Darmstadt, Germany Active portfolio strategic capital allocation and strengthening its balanced management structure of three strong pillars Creating a leading electronic materials player focused “New” Performance on high-growth segments in the s
Slide 20: Back-up
BACK-UP
Slide 21: Robust historical financial performance
Financials Versum Materials €m1, 2 2015 2016 2017 2018 Robust historical Net sales 907 880 997 1,162 financial performance Adjusted EBITDA 271 297 329 377 Adjusted EBITDA margin 29.9% 33.7% 33.0% 32.5% • 2015-2018 CAGR sales of ~11% EBITDA 251 296 307 360 • 2015-2018 CAGR D&A 51 46 41 43 adjusted EB
Slide 22: Investor Relations contacts
CONSTANTIN FEST SVENJA BUNDSCHUH ALESSANDRA HEINZ Head of Investor Relations Assistant Investor Relations Assistant Investor Relations ANNETT WEBER AMELIE SCHRADER EMAIL: investor.relations@emdgroup.com WEB: www.emdgroup.com PHONE: +49 6151 72-3321 Institutional Investors / Institutional Investors /