Fletcher Building Limited · NZX:FBU
Fletcher Building — Merger or Acquisition (January 2011)
12 slides from Fletcher Building's merger presentation, Jan 31, 2011
Slide 1: Revised Offer to shareholders of Crane Group Limited
1 For personal use only Revised Offer to shareholders of Crane Group Limited 31 January 2011 Presentation to Shareholders | Fletcher Building | © 31 January 2011
Slide 2: Introducing the Revised Offer
2 Introducing the Revised Offer For personal use only • On 31 January 2011 Fletcher Building announced: • It has signed a Takeover Bid Implementation Agreement with Crane • Revised Offer to acquire all of the ordinary shares in Crane that it does not already own • Crane’s Directors have unanimously
Slide 3: Summary of the Revised Offer
3 Summary of the Revised Offer For personal use only • Revised Offer comprising A$3.50 cash and one Fletcher Building share for each Crane ordinary share • Crane’s fully franked special dividend from accumulated profits of A$0.50 per share and interim dividend of A$0.22 per share to be paid on 22 Fe
Slide 4: Substantial premium and attractive multiples
4 Substantial premium and attractive multiples For personal use only The Revised Offer of A$3.50 cash and 1 Fletcher Building share implies a total value of A$10.07 per Crane Share on the basis that Crane pays a A$0.50 fully franked special dividend1 Revised Offer premium Crane Revised Offer Crane R
Slide 5: Further benefits for Crane shareholders
5 Further benefits for Crane shareholders For personal use only Receive cash and become a shareholder in a larger and more diversified Australasian building materials manufacturing and distribution company Fletcher Building’s experienced management team and Board of Directors have a strong track
Slide 6: Crane's Directors recommend shareholders ACCEPT
6 Crane’s Directors recommend shareholders ACCEPT For personal use only • Crane’s Directors unanimously recommend Crane shareholders ACCEPT the Revised Offer, in the absence of a superior proposal • Each of Crane’s Directors INTEND TO ACCEPT in respect of their personal shareholdings, in the absence
Slide 7: Takeover Bid Implementation Agreement terms
7 Takeover Bid Implementation Agreement terms For personal use only • Sets out the terms of the Revised Offer and Crane Board recommendation • Key terms of the agreement include: • Crane has terminated discussions with other parties regarding the sale of its businesses and agreed to exclusivity with
Slide 8: Transaction is financially attractive to Fletcher Building
8 Transaction is financially attractive to Fletcher Building For personal use only • Crane’s 1H11 result demonstrated solid performance for the 6 months ended 31 December with EBIT1 and NPAT1 ahead of broker consensus2 expectations • Strong cash generation resulted in net debt of A$160m (up from A$1
Slide 9: Revised Offer timetable and conditions
9 Revised Offer timetable and conditions For personal use only • Supplementary Bidder’s Statement will be lodged with ASIC and ASX on 4 February Bidder’s Statement and 2011 Target’s Statement • Target’s Statement to be lodged on 7 February 2011 • Shareholders can lodge acceptances at any time by fil
Slide 10: Summary of transaction metrics
10 Summary of transaction metrics For personal use only • Total implied value to be received by Crane Metrics A$ shareholders of A$10.071 represents an Total Implied Value per share $10.07 enterprise value for Crane of A$939m Total Shares on Issue (m) 79.1 (NZ$1,221m2) Equity Value $797m • When Flet
Slide 11: Overview of Crane's businesses
11 Overview of Crane’s businesses For personal use only Crane Division (FY10 in A$m, to nearest million) Aust. NZ Revenue EBIT1 Key Brands Pipelines Manufacturer and distributor of pipes and fittings from 15mm to 2,000mm in diameter with 20 manufacturing and distribution facilities across Australia
Slide 12: Important notice
12 Important notice For personal use only NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE U.S. OR TO U.S. PERSONS This presentation does not constitute an offer of any securities for sale in the United States or in any other jurisdiction. The securities offered have n
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