Sopra Steria Group Sa · EURONEXT:SOP
Sopra Steria Group Sa — Merger or Acquisition (April 2014)
18 slides from Sopra Steria Group Sa's merger presentation, Apr 8, 2014
Slide 1: Sopra-Steria Group: Merger project
SOPRA-STERIA GROUP Merger project Creation of a European leader in digital transformation
Slide 2: Disclaimer
DISCLAIMER This presentation may contain forward-looking statements concerning Groupe Stéria and Sopra Group. Such forward-looking statements are based on reasonable hypotheses at the date of this presentation, although they are, by their nature, subject to certain risks and uncertainties, which cou
Slide 3: A perfect match
A PERFECT MATCH Strong solutions Highly relevant BPS offer (internationally) SOPRA-STERIA GROUP : Efficient application creation of a European Expertise in Infrastructure management delivery model leader in digital Management transformation International footprint (notably UK Powerfull French platfo
Slide 4: Creation of a European leader in digital transformation (1/2)
CREATION OF A EUROPEAN LEADER IN DIGITAL TRANSFORMATION (1/2) 1 A combined group with critical scale (over 35,000 employees and €3.1bn of sales) in a position to meet its client’s CREATION OF A EUROPEAN LEADER IN major digital transformation challenges DIGITAL TOP 4 in France TRANSFORMATION TO
Slide 5: Creation of a European leader in digital transformation (2/2)
CREATION OF A EUROPEAN LEADER IN DIGITAL TRANSFORMATION (2/2) 5 Significant synergies: Cross selling and market share gains: strong fit in terms of geographical footprint, know-how and solutions allowing a better competitive positioning STRONG VALUE Scale effect and operational performance opt
Slide 6: Key transaction terms
KEY TRANSACTION TERMS DEAL Exchange Offer (Offre Publique d’Echange) (1) STRUCTURE All-share transaction PRICE 1 SOPRA share for 4 STERIA shares, representing a value of €22 per STERIA share (2) CONSIDERATIONS 40% premium to STERIA closing share price as of April 4, 2014 49% premium to STE
Slide 7: Balanced governance with stable core shareholders
BALANCED GOVERNANCE WITH STABLE CORE SHAREHOLDERS Chairman: Pierre Pasquier Board of Directors SOPRA and STERIA will be represented by 4 board members each, completed with independent members and employees’ representatives + 1 or 2 GENINFO representatives Sopra GMT, Pasquier et Odin & Manag. shareho
Slide 8: Contemplated executive committee with members from both companies
CONTEMPLATED EXECUTIVE COMMITTEE WITH MEMBERS FROM BOTH COMPANIES EXECUTIVE COMMITTEE General Manager: François Enaud A balanced executive committee involving managers of both groups to secure a quick and efficient integration INTEGRATION COMMITTEE LED JOINTLY BY PIERRE PASQUIER AND FRANCOIS ENAUD 8
Slide 9: A market undergoing major changes
A MARKET UNDERGOING MAJOR CHANGES SOPRA-STERIA GROUP: MOBILITY A group ready to meet new challenges • Consulting Digitalisation is transforming all • Solutions • BPS sectors of the economy SOCIAL BIG DATA Client disintermediation NETWORKS Information customisation Usage value vs. intrinsic val
Slide 10: Creation of a new European leader
CREATION OF A NEW EUROPEAN LEADER… A new leading player in Europe in the Top 10 A leader in France (c. €1.5bn of sales) 2012 market shares – IT services, Western Europe Reinforcement in other key European IT services markets €900m of pro forma sales in the UK #1 IBM 6,7% (1st European market),
Slide 11: With a strong leadership in France
…WITH A STRONG LEADERSHIP IN FRANCE Strong geographic fit in France Creation of the #4 player in France Paris vs. Regions 2012 market shares – IT services, France 2013 sales breakdown in France (excluding solutions) #1 Capgemini 9,4% Paris Region 80% 53% #2 IBM 6,1% #3 Atos Sopra Steria Group 5,7% 5
Slide 12: Highly complementary services and solutions
HIGHLY COMPLEMENTARY SERVICES AND SOLUTIONS 2013 sales breakdown by business line Consulting BPS 5% 18% Solutions 25% Consulting/ Integration €1.3bn Integration + Infrastructure management €1.8bn 37% Application 41% 30% management 29% Application management 15% Developer – Integrator historical kn
Slide 13: A well-balanced end-to-end service offering for digital transformation
A WELL-BALANCED END-TO-END SERVICE OFFERING FOR DIGITAL TRANSFORMATION Application Management Legacy systems Infrastructure Management Solutions/Software Business Process Services Business transformation (Banking, HR, Real Estate) (Cleveland, NHS SBS, SSCL, BT) SOPRA-STERIA GROUP: an end-to-end serv
Slide 14: Leading positions in strategic verticals
LEADING POSITIONS IN STRATEGIC VERTICALS Combined 2013 Sales breakdown by vertical Transformation Transformation & other & other services services €1.0bn(1) 72% 71% €0.8bn BPS & Solutions solutions 29% 28% Public sector 30% Financial Emergency services services 27% Banking software Biometry
Slide 15: Key financials of the combined group
KEY FINANCIALS OF THE COMBINED GROUP (in €m) SOPRA STERIA Pro-forma Ambitions 2013 2013 2013 Sales 1,349 1,755 3,104 >€4Bn Recurring operating profit 109 110 219 % of Sales 8.1% 6.3% 7.1% c. 10% Recurring net income - Group share 71 47 119 % of Sales 5.3% 2.7% 3.8% Net financial debt 155 224 379 Net
Slide 16: A value creation based on significant synergies
A VALUE CREATION BASED ON SIGNIFICANT SYNERGIES Cross selling: SOPRA and STERIA client complementary fit Legacy transformation: Application Management <=> Infrastructure Management REVENUE Solutions: Banking <=> Human Resources SYNERGIES Extending processes (BPS) around solutions (Banking, H
Slide 17: Indicative timetable
INDICATIVE TIMETABLE Opening of the pre-offer period April 8, 2014 Filing of Exchange offer May 2014 Results of the Exchange offer End of July 2014 A merger project by the end of 2014 17
Slide 18: A merger project creating value for all the stakeholders
A MERGER PROJECT CREATING VALUE FOR ALL THE STAKEHOLDERS 1 CREATION OF A EUROPEAN LEADER IN DIGITAL TRANFORMATION 2 A SHARED VISION OF THE ENTREPRENEURIAL PROJECT 3 A UNIQUE VALUE PROPOSITION FOR OUR CLIENTS 4 NEW HORIZONS FOR OUR EMPLOYEES 5 A VALUE CREATING TRANSACTION FOR OUR SHAREHOLDERS 18
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