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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


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SLIDE 1

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

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SLIDE 2

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

  • nly and may not be reproduced or redistributed in whole or in part to any other person. The Presentation is for information purposes only and does not constitute an offer to sell or a

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

  • jurisdiction. In particular, neither the Presentation nor any copy of it is being issued, and nor may the Presentation nor any copy of it nor the information contained herein be distributed

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

  • f the Presentation may be restricted by law in certain jurisdictions, and persons into whose possession the Presentation comes should inform themselves about, and observe, any such
  • restriction. Any failure to comply with such restrictions may constitute a violation of the applicable securities laws of any such jurisdiction. Neither the Company nor any of its

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.

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SLIDE 3

Today’s prese esenter ers

Peh ehr Os Oscarson President & CEO Åsa K a Käl ällenius CFO 3

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SLIDE 4

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

  • Strengthening the Nordic

presence by acquiring the market leader in Denmark

  • Entering the fast growing

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 10.27
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SLIDE 5

FT 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 10.27

Fran anch chise workshop co conce cepts Deal aler co conce cept Suppor

  • rte

ted FTZ TZ co conce cept

Bornholm

5

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SLIDE 6

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

  • rks

kshop c con

  • ncepts

ts St Stro rong pri private la label o

  • fferin

ings 6

War arsaw aw

Czech Republic

35% 35%

Export

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SLIDE 7

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

  • fferi

ering

  

Strong ng p position i n in h high g h growth P h Polish m h market Platform

  • rm f

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

  • f high q

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

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SLIDE 8

Tra Transactio ion term rms

The ac acquis isit ition

Acquis isit itio ion p price(1)

  • Mekonomen has secured

Mekonomen has secured EUR 3 R 395m 95m4) in bank nk f fina nanc ncing ng i in o

  • rder t

to fina nanc nce t the a acquisition

  • EUR 158m loan facility with a 5

EUR 158m loan facility with a 5 -year m r maturi rity

  • Bridge facility of EUR 79m with a 12

Bridge facility of EUR 79m with a 12 -month m maturity i intended to b

  • be

e rep repaid b by ca capital m market d deb ebt a and / / or

  • r bank l

loa

  • ans
  • Bridge facility of EUR 158m with a 12

Bridge facility of EUR 158m with a 12 -month m maturity i intended t to b

  • be

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

Fully guaranteed rights issue, to be approved by the EGM, planned for H2 2018 to maintain financial strength

  • Supported by largest shareholder LKQ

Supported by largest shareholder LKQ

  • Rights issue standby underwriting agreement from Nordea and SEB for the remaining portion

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

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

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

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

Closing of the acquisition of Nordic Forum Holding is expected to take place later in 2018 EV/EBI BITD TDA before s

  • re syner

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

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SLIDE 9

Unlo lock cking g sign ignifica icant synergy rgy potentia ial

  • Strong purchasing synergies within the new group

Strong purchasing synergies within the new group

  • Some opex synergies to be achieved

Some opex synergies to be achieved

  • Leverage on best practice from all companies

Leverage on best practice from all companies

  • Gradual ramp

Gradual ramp-up up

  • f synerg

ergies es sta tarti ting i in H H2 2018 018

  • Fully achieved

Fully achieved during 2 2021 021

  • Costs of approximately SEK 60m are estimated to arise in connection with achieving the purchasing synergies. Since the

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

  • act as ow
  • wn com

companies i in t their ex existing s structures, n no

  • significant i

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

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

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SLIDE 10 1) Net debt and EBITDA as reported by Mekonomen in Q1 2018 2) Net debt as reported by Mekonomen in Q1 2018 + EV EUR 395m translated to SEK 4,043m with exchange rate (EUR/SEK) of 10.24 on 5 July 2018 and illustrative combined EBITDA of SEK 1,062 (please refer to note (1) on page 4) 3) Net debt as reported by Mekonomen in Q1 2018 + EV SEK 4,043m less illustrative rights issue of SEK 1,650m and illustrative combined EBITDA of SEK 1,062 (please refer to note (1) on page 4)

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

Loan and bridge facility available to finance t the a acquis isit itio ion

  • Plan to raise approximately

Plan to raise approximately SEK 1 1,650m 50m in a a fully g guarant anteed rights i issue ( e (to b

  • be approv

roved ed b by the e EGM)

  • Rights issue expected to be

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,

Mekonomen’s largest shareholder, LKQ, h has com committed t to

  • subscribe for
  • r

its r rights

  • Nordea and SEB has entered into a

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

  • pmen

ent

10

Delev evera eraging to

  • re

reach l lon

  • ng-term

finan ancial al t target

  • Leverage expected

to be in line with current level during 2020

(1) (2) (3)
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SLIDE 11

Futu ture Mekon konom

  • men Grou
  • up str

tructu ture

11 Seg egmen ent Søren ensen en o

  • g

Balch chen Seg egmen ent FTZ TZ Seg egmen ent Inte ter-Team am Seg egmen ent Ot Other er

Meko konom

  • men Grou
  • up

p hol

  • ldi

ding com

  • mpa

pany

Seg egmen ent Mekon konome men Seg egmen ent MECA ECA

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SLIDE 12

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

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SLIDE 13

Up Upcoming events

Nex ext st step eps

  • Announcement of acquisition

Today

  • Expected approval from competition filing
  • Closing of acquisition

August / September 2018 Two weeks after approval

  • EGM

H2 2018

  • Rights issue

H2 2018

13

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SLIDE 14

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

  • lde

der s suppor pport Valu alue ac accretive ac acquis isitio ion

14

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SLIDE 15

Thank you!

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SLIDE 16

Appendix

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SLIDE 17

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

  • 18

Peri riod

  • d

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.