July 6, 6, 201 2018
Mekonomen Gr Group ha has e ent ntered i int nto a an n agreem eemen ent t to a acqu quire F e FTZ a and I d Inter er-Team t to expan and o
- perat
ations i into D Denmark a and P Polan and
Mekonomen Gr Group ha has e ent ntered i int nto a an n - - PowerPoint PPT Presentation
Mekonomen Gr Group ha has e ent ntered i int nto a an n agreem eemen ent t to a acqu quire F e FTZ a and I d Inter er-Team t to expan and o operat ations i into D Denmark a and P Polan and July 6, 6, 201 2018 Dis
July 6, 6, 201 2018
Mekonomen Gr Group ha has e ent ntered i int nto a an n agreem eemen ent t to a acqu quire F e FTZ a and I d Inter er-Team t to expan and o
ations i into D Denmark a and P Polan and
Dis iscla claim imer
2
The contents of this presentation document (“Presentation”) regarding Mekonomen AB (publ) (the “Company”) is provided for use by the intended recipient for information purposes
solicitation of an offer to acquire any shares or other securities in the Company (“Securities”). By attending a meeting where the Presentation is presented, or by reading the Presentation slides, you agree to be bound by the following terms, conditions and limitations: The information contained in the Presentation has not been independently verified. No representation or warranty (express or implied) is made as to the accuracy or completeness of any information contained herein, and it should not be relied upon as such. The Company does not intend to, and do not assume any obligation to, update the Presentation. Neither the Company nor any of its affiliates or any such person’s directors, officers, employees, advisors or representatives (collectively the “Representatives”) shall have any liability whatsoever arising directly or indirectly from the use of the Presentation. The content of the Presentation is not to be construed as legal, credit, business, investment or tax advice. The Presentation may not be used for the purpose of, and does not constitute, an offer to sell, or a solicitation of an offer to buy or apply for, any Securities of the Company, in any
directly or indirectly, to or into Australia, Canada, Japan or the United States (or to any U.S. person (as defined in Rule 902 of Regulation S under the Securities Act)), or to any other jurisdiction in which such distribution would be unlawful, except as set forth herein and pursuant to appropriate exemptions under the laws of any such jurisdiction. Neither the Company nor any of its Representatives, have taken any actions to allow the distribution of the Presentation in any jurisdiction where action would be required for such purposes. The distribution
Representatives shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of the Presentation or its contents or otherwise arising in connection with the Presentation. The Presentation does not constitute a prospectus as defined in Directive 2003/71/EC of 4 November 2003, as amended, (the “Prospectus Directive”), in whole or in part and is not required to constitute a prospectus as defined in the Prospectus Directive or the EC Commission Regulation No. 809/2004, nor with any national rules and regulations relating to prospectuses, including but not limited to the Swedish Financial Instruments Trading Act. Certain information contained in the Presentation, including any information on the Company’s plans or future financial or operating performance and other statements that express the Company’s management’s expectations or estimates of future performance, constitute forward-looking statements (when used in this document, the words “anticipate”, “believe”, “estimate” and “expect” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements). Such statements are based on a number of estimates and assumptions that, while considered reasonable by management at the time, are subject to significant business, economic and competitive uncertainties. The Company cautions that such statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of the Company to be materially different from the Company’s estimated future results, performance or achievements expressed or implied by those forward-looking statements.
Today’s prese esenter ers
Peh ehr Os Oscarson President & CEO Åsa K a Käl ällenius CFO 3
The he ne new Me Mekono nomen – Sig Signif nificant g gro rowth t thro hrough g geogra raphi hic ex expansion
SEK EK 11,153m 11,153m SEK EK 1,062m 1,062m
Geo eographic p pres resence Illu lustrativ ive c combin ined s sale les a and E EBITDA(1)
Sales es EBIT ITDA DA
presence by acquiring the market leader in Denmark
Polish market and establishing a foot hold in Europe
9.5% 9.5%
4
53% 29% 18% 61% 34% 3% 2% NF Holding
1) Illustrative combined sales and EBITDA for Mekonomen AB (publ) for the period April 2017-March 2018, FTZ Autodele & Værktøj A/S (”FTZ”) for the period June 2017-May 2018, Nordic Forum Holding A/S (“NF Holding”) for the period June 2017-May 2018, INTER-TEAM Sp.z.o.o. (”Inter-Team”) for the period June 2017-May 2018. The EBITDA for NF Holding will be passed on to Mekonomen also if the NF Holding company is not acquired in a separate transaction, due to management service fees no longer being paid to Holding in the case Mekonomen do not acquire NF Holding. NF Holding subsidiaries Hellanor A/S and UCANDO GmbH are outside of the transaction perimeter and hence not included. The financial information for FTZ, Inter-Team and NF Holding is based on preliminary financial information from the companies’ internal accounting systems in EUR and converted to SEK with an exchange rate (EUR/SEK) of 10.27FT FTZ Z – The he mar market leade ader in n De Denm nmark
Oden ense, , Denmark rk
HQ
~1,150 ~1,150
Employees
1962 1962
Founded
11.1% 11.1%
EBITDA margin May 2018 LTM(2)
#1 #1
Market position(1)
1-2% 2%
Market growth(1) CAGR 17A-22E
SEK EK 3,262m 3,262m
Sales May 2018 LTM(2)
~920 ~920
Franchise workshops
~11,000 ~11,000
Customers
Odense se Branc nche hes HQ an and ce central al war arehouse
1) Management estimate 2 ) Financial information for the period June 2017-May 2018 based on preliminary financial information from the company’s internal accounting system in EUR and converted to SEK with an exchange rate (EUR/SEK) of 10.27Fran anch chise workshop co conce cepts Deal aler co conce cept Suppor
ted FTZ TZ co conce cept
Bornholm5
In Inter er-Team am – Well ll posit sitione ned t to bene nefit it f fro rom it its st s stro rong ng priv rivate la label l offering ring in in the he fast st gro rowing ng P Polish lish mark rket
War arsaw aw, Polan land
HQ
~1,400 ~1,400
Employees
1967 1967
Founded
#4 #4
Market position(1)
1.9% 1.9%
EBITDA margin May 2018 LTM(2)
SEK EK 1,941m 1,941m
Sales May 2018 LTM(2)
~410 ~410
Workshops
1) Management estimate 2 ) Financial information for the period June 2017-May 2018 based on preliminary financial information from the company’s internal accounting system in EUR and converted to SEK with an exchange rate (EUR/SEK) of 10.27~28,500 ~28,500
Customers
~5% ~5%
Market growth(1) CAGR 17A-22E
Branc nche hes HQ an and ce central al war arehouse
Wor
kshop c con
ts St Stro rong pri private la label o
ings 6
War arsaw aw
Czech Republic35% 35%
Export
Stro rong g stra rategi gic c ra ratio ionale le
Clea ear m r market et l leader er i in Den enmark Highl hly a attrac active f financ ancial al t track r record Proven logis istic ics a and s sale les p platform e enablin ling b best-in in-class
ering
Strong ng p position i n in h high g h growth P h Polish m h market Platform
for f future g re grow rowth t throu rough increa reased ed m market et s share Exten ensive o e offeri ering o
quality private l e label el part rts
Gene nerating ng signi nificant nt synergy an and d sour urcing ng pote tenti tial Profit itable le growth throu rough geographi phic expa pans nsion n Value accre ccretive
7
Utili ilize best practice w withi hin n the new jo joint grou roup
Tra Transactio ion term rms
The ac acquis isit ition
Acquis isit itio ion p price(1)
Mekonomen has secured EUR 3 R 395m 95m4) in bank nk f fina nanc ncing ng i in o
to fina nanc nce t the a acquisition
EUR 158m loan facility with a 5 -year m r maturi rity
Bridge facility of EUR 79m with a 12 -month m maturity i intended to b
e rep repaid b by ca capital m market d deb ebt a and / / or
loa
Bridge facility of EUR 158m with a 12 -month m maturity i intended t to b
e rep repaid w with t the p pref referential ri rights i issue
Fully guaranteed rights issue, to be approved by the EGM, planned for H2 2018 to maintain financial strength
Supported by largest shareholder LKQ
Rights issue standby underwriting agreement from Nordea and SEB for the remaining portion
Transaction costs for the acquisition and the rights issue are estimated at SEK 75m
Fin inan ancin ing Tim imetab able le
Closing of the acquisition of FTZ and Inter -Te Team am e expected i in Q Q3 2 2018, 8, s subject t to r regul ulat atory a approval val in P Poland and
Rights issue expected to be completed during H2 2018
Closing of the acquisition of Nordic Forum Holding is expected to take place later in 2018 EV/EBI BITD TDA before s
ergies es(2) EV/EBI BITD TDA after s er syner ergies es(3)
EUR 395 R 395m SE SEK 4, 4,04 043m 9. 9.7x 7x 7. 7.8x 8x
1) EV of EUR 395m translated to SEK with exchange rate (EUR/SEK) of 10.24 on 5 July 2018 2) EV of EUR 395m and FTZ, Inter-Team and NF Holding combined EBITDA (June 2017-May 2018) of EUR 41m (The financial information is based on preliminary financial information from the companies’ internal accounting systems in EUR and converted to SEK with an exchange rate (EUR/SEK) of 10.27.) 3) EV of EUR 395m and FTZ, Inter-Team and NF Holding combined EBITDA (June 2017-May 2018) of EUR 41m and assuming full impact annual estimated synergies of SEK 100m (The financial information is based on preliminary financial information from the companies’ internal accounting systems in EUR and converted to SEK with an exchange rate (EUR/SEK) of 10.27) 4) The total secured bank financing is EUR 405m (purchase price EUR 395m + transaction costs)8
Unlo lock cking g sign ignifica icant synergy rgy potentia ial
Strong purchasing synergies within the new group
Some opex synergies to be achieved
Leverage on best practice from all companies
Gradual ramp-up up
ergies es sta tarti ting i in H H2 2018 018
Fully achieved during 2 2021 021
Costs of approximately SEK 60m are estimated to arise in connection with achieving the purchasing synergies. Since the acq cquired com companies w will con continue t to a
companies i in t their ex existing s structures, n no
integration cos costs will a ari rise o e over er time
The deferred tax assets of SEK 93m will be impaired in the third quarter of 2018 but will not affect cash flow
Cost sy st synergies Inte tegration costs sts SEK EK 100m 100m an annually ally
9
2,4x 5,3x 3,7x 2,0x
Leverage pre acquisition Q1 2018 LTM Illustrative leverage post acquisition Illustrative leverage post acquisition and rights issue Long-term financial target
Full ully f fund unded acqui uisi sitio ion maint intain ining a a st stro rong ng f fina inanc ncin ing st struc ructure re
New Mekonomen Group
Loan and bridge facility available to finance t the a acquis isit itio ion
Plan to raise approximately SEK 1 1,650m 50m in a a fully g guarant anteed rights i issue ( e (to b
roved ed b by the e EGM)
Rights issue expected to be complet eted ed d duri ring H H2 2 2018
Rights ts issue Sharehold lder r suppo pport
Mekonomen’s largest shareholder, LKQ, h has com committed t to
its r rights
Nordea and SEB has entered into a standby dby unde derwriting c commitment fo for the remai aini ning ng p portion Illustra rative N e Net d debt / EBITDA d devel elop
ent
10
Delev evera eraging to
reach l lon
finan ancial al t target
to be in line with current level during 2020
(1) (2) (3)Futu ture Mekon konom
tructu ture
11 Seg egmen ent Søren ensen en o
Balch chen Seg egmen ent FTZ TZ Seg egmen ent Inte ter-Team am Seg egmen ent Ot Other er
Meko konom
p hol
ding com
pany
Seg egmen ent Mekon konome men Seg egmen ent MECA ECA
2000 Listing on Nasdaq Stockholm 2010 Establishment in Finland and acquisition Speedy (workshop chain) 2011 Mekonomen acquires Sørensen og Balchen 2012 Mekonomen acquires MECA Scandinavia 2015 Mekonomen acquires Opus Equipment (Present Preqas) 2017 Mekonomen acquires 20 per cent of Swedspot 2018 Mekonomen acquires FTZ & Inter-Team
Co Company gro growth h his istory ry
Up Upcoming events
Nex ext st step eps
Today
August / September 2018 Two weeks after approval
H2 2018
H2 2018
13
Co Conclu cludin ing re g remark rks
Pro rofit itab able le g growth through g geograp raphic ic expansion Mark arket le lead adership in in Denmar ark Hig igh gro rowth from Polan land Sig ignif ifican ant syn ynergy y potential al Fully lly funded wit ith sharehol
der s suppor pport Valu alue ac accretive ac acquis isitio ion
14
Illu llustra rative fin inancia cial l pro rofile ile of co combin inatio ion
Sale ales EB EBITD TDA
Entity Combi bine ned Mekonomen Group FTZ Inter-Team Combi bine ned
17
Mekonomen Group FTZ Inter-Team NF Holding NF Holding SEKm EKm 11,153 ,153 5,950 3,262 1,941 1,062 062 645 363 36
Peri riod
April 2017 – March 2018 June 2017 – May 2018 June 2017 – May 2018 April 2017 – March 2018 June 2017 – May 2018 June 2017 – May 2018 June 2017 – May 2018 June 2017 – May 2018
1) Illustrative combined sales and EBITDA for Mekonomen AB (publ) for the period April 2017-March 2018, FTZ Autodele & Værktøj A/S (”FTZ”) for the period June 2017-May 2018, Nordic Forum Holding A/S (“NF Holding”) for the period June 2017-May 2018, INTER-TEAM Sp.z.o.o. (”Inter-Team”) for the period June 2017-May 2018. The EBITDA for NF Holding will be passed on to Mekonomen also if the NF Holding company is not acquired in a separate transaction, due to management service fees no longer being paid to Holding in the case Mekonomen do not acquire NF Holding. NF Holding subsidiaries Hellanor A/S and UCANDO GmbH are outside of the transaction perimeter and hence not included. The financial information for FTZ, Inter-Team and NF Holding is based on preliminary financial information from the companies’ internal accounting systems in EUR and converted to SEK with an exchange rate (EUR/SEK) of 10.27.