Prysmian S.p.a. · MIL:PRY
Prysmian — Merger or Acquisition (November 2010)
17 slides from Prysmian's merger presentation, Nov 22, 2010
Slide 1: Creating the World's Leading Cables & Systems Company
Creating the World’s Leading Cables & Systems Company 22 November 2010
Slide 2: Transaction Highlights
Transaction Highlights • P Prysmian i and dDDraka k announced d today d they h have h reached h d an agreement in i connection i with i h a public bli offer ff to be b made by Prysmian for all issued and outstanding ordinary shares of Draka (the “Offer”) • Under the terms of the agreement agreement,
Slide 3: Transaction Highlights (Cont'd)
Transaction Highlights (Cont’d) • €17.20 value1 per Draka ordinary share composed of • €8.60 in cash2 • 0.6595 newly issued Prysmian ordinary shares for each Draka ordinary share • Implied value of €840 million for 100% of ordinary shares outstanding and €1.3 billion enterprise value3 • Total cash c
Slide 4: Transaction Highlights (Cont'd)
Transaction Highlights (Cont’d) • Subject to successful Offer completion, Prysmian undertakes to use its best effort to nominate Mr. Fritz Fröhlich of Draka’s Supervisory Board and Mr. Frank Dorjee of Draka’s Board of Business and Management to join the Board of Directors of Prysmian Governance • Pr
Slide 5: Transaction Rationale
Transaction Rationale Creation of a World’s Leading Cables & Systems Company Unique and Highly Complementary Combination, with Increased Coverage of Emerging Markets Strengthened Leadership in All Value Added Market Segments Significant Synergy Potential Strong Platform for Future Organic Growth and
Slide 6: Draka – Company Overview
Draka D k – Company C Overview O i Historical Net Sales and EBITDA¹,² (€m) 2009A Net Sales Breakdown By Business By Geography Net Sales EBITDA EBITDA Margin Communications 36% RoW10% 2,816 N. America 2,829 14% Energy & 7.2% Infrastructure 7.0% 2,048 32% 6 7% 6.7% 198 203 138 Asia 21% Europe Industry
Slide 7: Aggregate Selected Financials
Aggregate A Selected S l d Financials Fi i l Pro forma Pro-forma N tS Net Sales l (€m) (€ ) EBITDA1 (€m) (€ ) Net Debt (€m) 8,004 7,973 1,266 6,672 Cash 2,816 2,829 420 Consideration for Ordinary 5,779 Shares 2,260 727 745 2,048 203 198 541 529 372³ 138 143 5,188 5,144 4,412 3,731 529 542 403 386 47
Slide 8: Aggregate Selected Financials (Cont'd) – 2009A Figures
Aggregate A Selected S l d Financials Fi i l (Cont’d) (C ’d) – 2009A Figures Fi Prysmian Draka Aggregate A i & Oceania Asia O i 10% RoW 10% RoW 3% €3.7bn €2.0bn €5.8bn N. America Asia & Oceania L. America Nett Sales By eography¹ 14% 14% 10% N. America 9% N. And S. Asia Europe EMEA EMEA America 17% 2
Slide 9: Creation of a World's Leading Cables & Systems Company
Creation C i off a World’s W ld’ Leading L di Cables C bl & Systems S Company C €bn, 2009 Net Sales ~5.8 4.6 3.7 3.1 3.0 28 2.8 2.6 2.1 2.0 1.9 Prysmian + Nexans Prysmian Southwire General LS Cable Furukawa Fujikura Draka Hitachi Cable Draka Cable Source: Companies' p Annual Reports p Note: Nexans e
Slide 10: Unique and Highly Complementary Combination
Unique U i and d Highly Hi hl Complementary C l t Combination C bi ti Strengthening g g Geographical g p Presence • Enlarged presence in Industrial cables in key markets of • Increased presence in attractive emerging markets (e.g. North America, Germany and China China, Middle East, Brazil, ASEAN, I
Slide 11: Unique and Highly Complementary Combination (Cont'd)
Unique U i and d Highly Hi hl Complementary C l t Combination C bi ti (Cont’d) (C t’d) Excellent Business Fit • The combination will leverage on leading technology in all key cable segments • Excellent business fit in Energy and Telecom businesses creating leadership positions in high- technology su
Slide 12: New Group Will Have a Leading Presence in All Market Segments
New N Group G Will H Have a L Leading di P Presence in i All M Market k Segments S High-end Utilities T&I Telecom Industrials • Underground EHV, HV dc/ac • LV cable for residential and • Coaxial cables (CATV) • On-shore and off-shore non residential construction wind farm • Submarine EHV dc/ac • Las
Slide 13: High Synergy Potential Expected for the Benefit of All Stakeholders
High Hi h Synergy S Potential P i l Expected E d for f the h Benefit B fi off All Stakeholders S k h ld ● Global industrial presence with opportunities for: cross-fertilization in lean manufacturing and R&D know-how, manufacturing footprint optimization, improved logistic flows in Europe, natural he
Slide 14: Stronger Platform for Future Organic Growth and Industry Consolidation
Stronger S Platform Pl f for f Future F Organic O i Growth G h and d Industry I d Consolidation C lid i Industry Trends ● Complementary businesses and product portfolios offer enhanced growth opportunities Consolidation of ● Increase customer base width and suppliers diversification with limited are
Slide 15: Prysmian's Offer Creates Value for all Draka's Stakeholders
Prysmian’s P i ’ Offer Off Creates C Value V l for f all ll Draka’s D k ’ Stakeholders S k h ld While Whil Preserving the Interests of its Own Shareholders ● Value enhancement for Draka ● Creation of a leader in the cable products through the creation of a industry with global presence and larger pl
Slide 16: Indicative Transaction Timetable
Indicative Transaction Timetable 22 November Transaction Announcement 2010 January 2011 Prysmian’s EGM Q1 2011 Launch of the Offer Q2 2011 Offer Completion • The overall timetable is subject to timing of regulatory approvals • Prysmian intends to launch the Offer as soon as practically possible, and
Slide 17: Disclaimer
Disclaimer This document has been prepared by Prysmian and Draka solely for information purposes and for use in presentations of the transaction described herein. herein This presentation does not constitute or form part of any offer or invitation to sell, purchase or exchange any securities or a so