Aperam S.a. · EURONEXT:APAM
Aperam — Merger or Acquisition (October 2024)
17 slides from Aperam's merger presentation, Oct 17, 2024
Slide 1: Acquisition of Universal Stainless & Alloy
Click for Management Acquisition of Universal Stainless & Alloy Podcast 17 October 2024
Slide 2: Disclaimer: Forward Looking Statements
Disclaimer Forward Looking Statements This presentation contains certain “forward-looking” statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, concerning the propos
Slide 3: Disclaimer: Important Additional Information
Disclaimer Important Additional Information In connection with the proposed merger, Universal intends to file with the SEC relevant materials, including a proxy statement. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS
Slide 4: Transaction Summary: Strategic Expansion into the US Aerospace Market
TRANSACTION SUMMARY STRATEGIC EXPANSION INTO THE US AEROSPACE MARKET Agreement to acquire Universal Stainless & Alloy Products, Inc. at $45.00/share in an all cash / fully debt funded transaction Establishing a strong US manufacturing footprint with strong position in the US aerospace market (82% re
Slide 5: Stakeholder Perspective: All Stakeholders Benefit from the Transaction
STAKEHOLDER PERSPECTIVE ALL STAKEHOLDERS BENEFIT FROM THE TRANSACTION Aperam Shareholders Attractive cash Shareholders Universal offer Customers Immediate entry into the US All cash offer Broader product portfolio aerospace market Premium to 52 week high Shorter lead-times Synergies make acquisition
Slide 6: Universal Stainless: Leading Manufacturer of Stainless & Nickel Alloys
UNIVERSAL STAINLESS BUILDING LEADING MANUFACTURER OF STAINLESS & NICKEL ALLOYS FOR DEMANDING AEROSPACE APPLICATIONS Strong Aerospace and Energy Product Differentiation Integrated production Market Position 2023 2024e* Revenue $286m ~$330m Shipments 26 kt ~28 kt 2 adj. EBITDA $34m ~$70m 4 % Revenue 7
Slide 7: Products and Customers
PRODUCTS AND CUSTOMERS FULLY INTEGRATED MANUFACTURING PROCESS TO PROVIDE UNIQUE VALUE PROPOSITION Aerospace Energy Heavy General Diversified Product Mix Equipment Industry Core strength: largest end- Products used in drilling Tool and die making for Including semiconductor, Semi Finished Products ma
Slide 8: Perfect Combination: Exceptional Process, Product and Customer Fit
PERFECT COMBINATION COMBINATION WITH A EXCEPTIONAL PROCESS, PRODUCT AND CUSTOMER FIT Universal Aperam Combined Stainless A&S Entity Speciality Stainless Grade 48% 52% Eng. & Tool Steel 69% Ni Alloys 90% 25% Aerospace O&G / Energy Industry Auto 76% 58% 46% Process Industry E&E Americas 34% Asia / Oce
Slide 9: Universal Has a Solid Position in Key Segments of the US Market
COMPETITIVE LANDSCAPE UNIVERSAL HAS A SOLID POSITION IN KEY SEGMENTS OF THE US MARKET An excellent position in the US alloys market A perfect strategy, culture, technology match Universal is 100% complementary with Aperam Alloys Unique (Patented) ▪ Known tools / production technologies ▪ Fully compl
Slide 10: Valuation: Acquisition Creates Shareholder Value
VALUATION ACQUISITION CREATES SHAREHOLDER VALUE AND IS ACCRETIVE TO FCF AND EPS FROM THE OUTSET $45.00 in cash per Universal Stainless share: 19% premium to 3 month VWAP Enterprise Value: ~$539m ROCE LTM 2025e pre / post Immediate Universal Universal synergies FCF EV/EBITDA EV/EBITDA* 10.6% / accret
Slide 11: Synergies: High Recurring Synergies of EUR27m Annually
SYNERGIES MINIMAL INTEGRATION COSTS REQUIRED YET HIGH RECURRING SYNERGIES OF EUR27M ANNUALLY Synergies ramp-up Synergies ($m) ramp-up Synergies Composition EURm 27 20 9 20% Year 1 Year 3 Year 5 50% ✓ 15% ✓ Complementary Complementary 15% Products Assets & Technology Restructuring Joint Complementary
Slide 12: Timeline: Transaction Closing Expected in H1 2025
TIMELINE TRANSACTION CLOSING EXPECTED IN H1 2025 Estimated Timeline > Universal shareholders vote to approve transaction : majority vote will be binding for all shareholders > No Aperam shareholder vote required > Customary regulatory clearance. Lack of overlapping activities should support a swift
Slide 13: A&S 2030: Transaction Opens Growth Opportunities for A&S
A&S 2030 TRANSACTION OPENS GROWTH OPPORTUNITIES FOR A&S Historic Aperam Alloys Post Aperam Alloys standalone improvement plan Post integration of Universal including synergies • Successful Top 5 nickel alloys player • Integration of flat product • downstream into Aperam New 2030 target Profitable hi
Slide 14: Transaction Accelerates Aperam's Value Chain Transformation
GROWTH PATH TRANSACTION ACCELERATES APERAM’S VALUE CHAIN TRANSFORMATION GROWTH BUSINESS CYCLICAL BUSINESS Drive base dividend growth & Boost Shareholder returns & fund re-investment Secure solid balance sheet in new earnings streams > Specialty incl. > Sustainability > Supply Chain Aperam group adj.
Slide 15: Financing Consistent with Aperam's Financial Policy
FINANCING CONSISTENT WITH APERAM’S FINANCIAL POLICY WITH STRONG BALANCE SHEET AS KEY PRIORITY 1 Strong Balance Maintenance Fully Debt Financed M&A Target Quick Deleveraging Sheet through the cycle <1x CAPEX NFD/EBITDA Dedicated financing for the acquisition has been 2.4x 2 committed by Aperam’s core
Slide 16: Why This Is a Great Transaction
WHY THIS IS A GREAT TRANSACTION 100% Synergistic Cash, EPS & Value Adds Value Chain Combination Accretive Differentiation Assets & production technology are The transaction is cash flow Alloys becomes a major segment similar while products & customers positive, EPS accretive and within Aperam. This
Slide 17: Conference Call & Webcast Details
ACQUISITION OF UNIVERSAL STAINLESS CONFERENCE CALL & WEBCAST DETAILS Management Podcast Q&A Conference call & Webcast 17 October 2024, 13:00 CEST Management podcast link France: +33 (0) 1 70 37 7166 UK: +44 (0) 33 0551 0200 Link to acquisition related documents Germany: +49 (0) 30 3001 90612 Netherl