Informa Plc · LSE:INF
Informa — Merger or Acquisition (January 2018)
38 slides from Informa's merger presentation, Jan 30, 2018
Slide 1: Creating a Leading B2B Information Services Group
Creating a Leading B2B Information Services Group Recommended Offer by Informa PLC for UBM plc 30 January 2018
Slide 2: Disclaimer
Disclaimer THIS PRESENTATION AND ITS CONTENTS ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION This presentation has been prepared b
Slide 3: Disclaimer
Disclaimer the actual results, performance or achievements of the Company and/or UBM and/or the Enlarged Group to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's and/or U
Slide 4: Stephen A. Carter, Group Chief Executive
STEPHEN A. CARTER Group Chief Executive CREATING A LEADING B2B INFORMATION SERVICES GROUP 30 JANUARY 2018 4
Slide 5: Combining Global Talent
COMBINING GLOBAL TALENT 11,000+ colleagues 30+ countries 20+ key locations CREATING A LEADING B2B INFORMATION SERVICES GROUP 30 JANUARY 2018 5
Slide 6: Progressive Value Creation for Shareholders
PROGRESSIVE VALUE CREATION FOR SHAREHOLDERS Growth Acceleration Plan Events First Scale in B2B Exhibitions, capability in Reshaped portfolio, high quality B2B Strategy Data and Subscriptions, US expansion, revenue growth and operating capability events, successfully redeployed disposal proceeds into
Slide 7: Further Progressive Value Creation for Shareholders
FURTHER PROGRESSIVE VALUE CREATION FOR SHAREHOLDERS Significant annual recurring pre-tax Attractive earnings accretion operating synergies of £60m+ in first full financial year Enhanced growth and significant ROIC ahead of WACC revenue opportunities within 3 full financial years Predictable and sust
Slide 8: Why Now?
WHY NOW? CREATING A LEADING B2B INFORMATION SERVICES GROUP 30 JANUARY 2018 8
Slide 9: Why Now
WHY NOW Portfolio Growth B2B Market Market Strength Capability Complementarity Acceleration Opportunities CREATING A LEADING B2B INFORMATION SERVICES GROUP 30 JANUARY 2018 9
Slide 10: Twenty Questions Today
TWENTY QUESTIONS TODAY… 1 Why now? 11 Can you identify meaningful revenue synergies? What are the benefits of combining B2B Events and 2 How long have you been in discussions? 12 B2B Intelligence? Do you have the operational and systems capacity for scale 3 Is this the right time given the shift to
Slide 11: Twenty Answers Today
TWENTY ANSWERS TODAY… Portfolio complementarity, market strength, growth 1 acceleration, capability and B2B market opportunities 11 Can you identify meaningful revenue synergies? What are the benefits of combining B2B Events and 2 How long have you been in discussions? 12 B2B Intelligence? Do you ha
Slide 12: Knowledge & Information Economy
KNOWLEDGE & INFORMATION ECONOMY B2B Events + Business Intelligence + Scholarly Research “ It isweclear the B2B Market is moving to Operating Scale and Industry Specialisation. Today are creating a leading B2B Information Services Group with the reach and market capabilities to take full advantage of
Slide 13: Strategic & Commercial Rationale
COMPELLING STRATEGIC & COMMERCIAL RATIONALE Operating Scale & Industry Specialisation… 1 creation of a leading B2B Information Services Group Highly complementary portfolios…strong fit by industry vertical and geography, 2 with leading positions in major growth economies Operating momentum…combining
Slide 14: Summary of Offer Terms
SUMMARY OF OFFER TERMS RECOMMENDED SHARES AND CASH OFFER FOR THE ENTIRE SHARE CAPITAL OF UBM Split of Enlarged Group’s Equity • For every UBM share o 1.083 New Informa Shares o 163p in cash • Based on the closing share prices as at 15 January UBM c.34.5% 2018, the offer*: % o Equates to 971p per UBM
Slide 15: The Accelerated Integration Plan
THE ACCELERATED INTEGRATION PLAN (“AIP”) CREATE A UNIFIED BUSINESS BY END 2018 WITH PACE AND PURPOSE Patrick Martell to take over as CEO of UBM operating unit to lead AIP through to Simplicity & Speed: Management & leadership target date for commercial integration of year-end 2018; Charlie McCurdy a
Slide 16: Management and Governance
MANAGEMENT AND GOVERNANCE Board of the Enlarged Group Non-Executive Directors Integration Leads Executive Directors EXTENSIVE EXECUTIVE, GOVERNANCE AND INTERNATIONAL EXPERIENCE NEDs from UBM CREATING A LEADING B2B INFORMATION SERVICES GROUP 30 JANUARY 2018 16
Slide 17: Operating Synergies and Revenue Opportunities
OPERATING SYNERGIES AND REVENUE OPPORTUNITIES Management & Corporate Overhead Procurement Support £60m+ savings* One-off cost to deliver of £80m 2019 2020 £50m £60m in-year run-rate Significant Incremental Revenue Opportunities 6-Step Revenue Growth Plan 6. Customer Value 5. Sponsorship Initiatives
Slide 18: Significant Incremental Revenue Opportunities
SIGNIFICANT INCREMENTAL REVENUE OPPORTUNITIES 6-Step Revenue Growth Plan: Penton illustration From Ingredients to Finished Goods: leveraging relationships across the value 1. Cross-Marketing chain: strong growth in Vitafoods Europe and doubling of Vitafoods Asia 2. Internationalisation Launch of Sup
Slide 19: Current Trading
CURRENT TRADING • 2017 results in line with expectations as at • 2017 full year out-turn expected to be ahead of 10-month stage expectations* • Underlying revenue growth >3% • Adjusted underlying annual events revenue growth o Academic Publishing: +2.0% of at least 5% o Business Intelligence: +2.2%
Slide 20: Benefits of Operating Scale
BENEFITS OF OPERATING SCALE Growth Scale growth business within attractive growth markets Reach Leading positions in major growth economies including US/China Increased scale and international breadth; two-thirds of revenue from predictable Quality and recurring revenue streams Attractive profitabil
Slide 21: Benefits of Scale: International Scale and Reach
BENEFITS OF SCALE: INTERNATIONAL SCALE AND REACH ENLARGED GROUP 2016 2016 2016 PF PF PF North America UK Continental Europe Emerging Markets & ROW China & Hong Kong *Charts use 2016 reported results, pro-forma to include a full financial year of Penton, YPI and AllWorld LEADING POSITIONS IN GROWTH E
Slide 22: Benefits of Scale: International Scale and Reach
BENEFITS OF SCALE: INTERNATIONAL SCALE AND REACH (Colchester , Kent, London, Manchester) UK Amsterdam Cleveland Toronto San Francisco New York Beijing Tokyo Boulder Santa Monica Dubai Shanghai Guangzhou Dallas Sarasota / Ft Lauderdale Hong Kong Mexico City Mumbai Singapore Jakarta 11,000+ colleagues
Slide 23: Benefits of Scale: Quality of Earnings
BENEFITS OF SCALE: QUALITY OF EARNINGS ENLARGED GROUP 2016 2016 2016 PF PF PF Subscriptions Exhibitor Sponsorship Attendee Marketing Services Scholarly Reference Books Pre-booked / Recurring / Visible Revenue = 65%+ *Charts use 2016 reported results, pro-forma to include a full financial year of Pen
Slide 24: Benefits of Scale: Portfolio Breadth
BENEFITS OF SCALE: PORTFOLIO BREADTH Revenue of Leading Exhibitions Organisers $m 2000 • A leading global B2B Events Group 1800 1600 • More than 500 B2B events 1400 1200 • Leading position in Exhibitions in US and China 1000 800 • 24 of Top 250 Trade Shows in US (TSNN*) 600 400 • More than 150 brand
Slide 25: Benefits of Industry Specialisation
BENEFITS OF INDUSTRY SPECIALISATION Industry Strength Data & Marketing Customer Strength Verticalisation & Depth Solutions Growth opportunity in Gradual shift to Deeper, more strategic International reach in B2B Data & Marketing customer-led, vertically- relationships across more than 15 targeted So
Slide 26: Depth and Breadth in Industry Verticals
DEPTH AND BREADTH IN INDUSTRY VERTICALS A SELECTION OF INDUSTRY VERTICALS AND LEADERS Technology Health & Nutrition Pharma & Biotech Life Sciences Furniture Advanced Food Technology & Infrastructure, Real Manufacturing & Finance Maritime Hospitality Estate & Construction Industrial Transportation Fa
Slide 27: Benefits of Specialisation: Health & Nutrition
BENEFITS OF SPECIALISATION: HEALTH & NUTRITION EVENTS Events: Face to Face, sales, community & networking Data & Insight: Lead generation, data as a product/service Media: News, brands, content/custom marketing GLOBAL NUTRACEUTICAL MARKET $560bn 2022 +6.8% CAGR* $380bn 2016 DATA & MEDIA INSIGHT FULL
Slide 28: The Enlarged Group
THE ENLARGED GROUP Year ended December 2016* ENLARGED GROUP £m PRE-SYNERGIES Revenue c.£1.7bn c.£0.9bn c.£2.6bn Adjusted Operating Profit c.£0.5bn c.£0.3bn c.£0.8bn Adjusted Margin 30%+ 28%+ c.30% Free Cash Flow c.£0.4bn c.£0.2bn c.£0.6bn Headcount** 7,500+ 3,750+ 11,000+ *Pro-Forma to include a ful
Slide 29: Balanced Approach to Financing
BALANCED APPROACH TO FINANCING Financing Mix • Financed through mix of shares and cash £3,937m • Based on closing prices as at 15 January 2018: £700m Acquisition Facility o Equity consideration of £3,237m o Cash consideration of £653m • Acquisition facility initially at 0.85% above LIBOR £3,237m New
Slide 30: Benefits of Financial Scale
BENEFITS OF FINANCIAL SCALE Free Cash Flow Expansion (£m) • Effective tax rate o 2018 pro-forma effective tax rate of c.19% 700 o 2019, 2020 effective tax rate of c.19% o Cash tax rate lower than P&L tax rate in 2018- 600 2020 500 • Dividend policy 400 o Continued progressive dividend 300 o Underpin
Slide 31: Offer Timetable
OFFER TIMETABLE Expected Offer Timetable • Implemented via Scheme of Arrangement 30 January Publication of Offer Announcement • Class 1 transaction for Informa • Anticipated completion date in Q2 2018 28 February Informa and UBM 2017 Full Year Results • Subject to: Posting of Circular and Prospectus
Slide 32: A Leading B2B Information Services Group
A LEADING B2B INFORMATION SERVICES GROUP Global Scale: strength in Sustainable Performance US/China/Middle East & Africa Robust Underlying Digital and Growth Data Capability ENLARGED Operating Scale GROUP Industry Specialisation Predictable and Robust Balance Sheet Recurring Revenues Strong Cash Gen
Slide 33: Appendices
APPENDICES informa
Slide 34: Offer Summary
OFFER SUMMARY • Recommended Offer by Informa for UBM Recommended Offer • Pro-forma combined market capitalisation of £8bn+ • Pro-forma revenue of c.£2.6bn, adjusted profit of c.£0.8bn and free cash flow of c.£0.6bn* • Structured as an offer for Shares and Cash by Informa for UBM Offer Terms • 1.083
Slide 35: Informa Group Today
INFORMA GROUP TODAY INFORMA: Revenue c.£1.7bn, Adjusted Operating Profit c.£0.5bn* ACADEMIC BUSINESS GLOBAL KNOWLEDGE PUBLISHING INTELLIGENCE EXHIBITIONS & NETWORKING GLOBAL SUPPORT (Providing business services, leadership and governance) *Pro-Forma to include a full year of Penton and YPI CREATING
Slide 36: Selection of Informa's Verticals & Brands
SELECTION OF INFORMA’S VERTICALS & BRANDS Construction & International Health & Nutrition Life Sciences Agriculture Real Estate Yachting Science, Tech Humanities & Beauty & Aesthetics Pop Culture Transportation & Medical Social Science Anderson Books CREATING A LEADING B2B INFORMATION SERVICES GROUP
Slide 37: UBM Group Today
UBM GROUP TODAY CREATING A LEADING B2B INFORMATION SERVICES GROUP 30 JANUARY 2018 * As per trading update issued 30-Jan-2018 37
Slide 38: Informa Howick Place
Informa 5 Howick Place London SW1P 1WG +44 (0)20 7017 5000 [email protected] informa.com