Sacyr Sa · BME:SCYR
Sacyr Sa — Sacyr Vallehermoso — Merger or Acquisition (April 2007)
28 slides from Sacyr Sa's merger presentation, Apr 19, 2007
Slide 1: Public Offer on Eiffage
Public Offer on Eiffage Creation of a leading Group in the Construction sector 19 April 2007
Slide 2: Important notice
Important notice Q This presentation has been prepared by Sacyr Vallehermoso solely for the purpose of presenting the proposed offer made by Sacyr Vallehermoso on Eiffage (the “Transaction”). This presentation is provided only for information and may not be reproduced, published or distributed in wh
Slide 3: Contents
Contents 1 – Description of the operation 2 – Strategic and industrial rationale 3 – Organisational principles 4 – Value creation 5 – Next steps 6 – Conclusion Public Offer on Eiffage -3- 19 April 2007 Analysts presentation
Slide 4: Key transaction considerations
Key transaction considerations Q Key financial terms Public exchange offer on all Eiffage shares not already owned by Sacyr Vallehermoso 9 62.1m shares, i.e. 66.7% of the share capital Exchange ratio of 12 Sacyr Vallehermoso shares for 5 Eiffage shares 9 30.6% premium on the one month weighted a
Slide 5: The creation of a leading European Group in the Construction sector
The creation of a leading European Group in the Construction sector Q A strong strategic fit between the 2 companies Similarity of the businesses Complementary geographical footprint Q The inception of a truly European Group, yet deeply rooted in its domestic markets (France, Spain and Portugal)
Slide 6: Contents
Contents 1 – Description of the operation 2 – Strategic and industrial rationale 3 – Organisational principles 4 – Value creation 5 – Next steps 6 – Conclusion Public Offer on Eiffage -6- 19 April 2007 Analysts presentation
Slide 7: The creation of a leading European player in the Construction sector
The creation of a leading European player in the Construction sector Q Creation of a European heavyweight Group in terms of activity and profitability Net sales EBITDA Total balance sheet (2006 - €bn) (2006 - €bn) (31/12/2006 - €bn) Vinci 25.6 Vinci 3.9 Ferrovial 55.0 Bouygues SyV + SyV + 19.0 2.7 5
Slide 8: Two companies with similar business mix
Two companies with similar business mix Q Ranks in the construction business and in Q Ranks #5 in Spain (player enjoying an excellent contracted roads in France, also operating in Construction level of profitability) Europe (mainly Belgium, Germany and Poland) Q Strong positions in Portugal, Chile a
Slide 9: A well-balanced combined portfolio of activities
A well-balanced combined portfolio of activities Q A new group with well-balanced activities Concessions and Property: activities providing recurring revenues and benefiting from an excellent profitability Construction and Housing Development: strong growth activities with an excess operating ca
Slide 10: Strongly complementary geographical footprints
Strongly complementary geographical footprints Q Creation of a company deeply rooted in Europe, with robust international positions Strong positions on domestic markets: France, Spain and Portugal Critical size and technical knowledge enabling the new entity to benefit from growth opportunities
Slide 11: A leading player of the Construction business in Europe
A leading player of the Construction business in Europe Q Combination of two leading players of the Construction business in their domestic markets, which are among the most dynamic markets in Europe Eiffage: #3 in the Construction market in France Sacyr Vallehermoso: #5 in the Construction mark
Slide 12: A leading world player in the Concession business
A leading world player in the Concession business Q A combined portfolio of concessions exceeding 3,000 km of motorways in Europe and Latin America Strong cash-flow visibility: residual life length of the concessions exceeding 26 years Strong expected growth taking into account motorways current
Slide 13: A landmark transaction in a changing environment
A landmark transaction in a changing environment Q Consolidation underway in the concessions sector Acquisition of the motorway companies in France at the end of 2005 9 APRR by Eiffage and Macquarie 9 ASF by Vinci 9 Sanef by Abertis Q Increased financial means necessary to access larger internatio
Slide 14: An ambitious industrial project (1/2)
An ambitious industrial project (1/2) Q Creation of a leading Group in the Construction sector Q Sound financial structure to capture new development opportunities both on its home markets and worldwide Q Strong potential for synergies with an integrated model Construction / Concessions 9 Concessi
Slide 15: An ambitious industrial project (2/2)
An ambitious industrial project (2/2) Q Implementation of the integration by fulfilling the presence of the Group on the various activities on its home markets: Development of an offer of Electrical Engineering services in Spain and in Portugal to extend the present offer of Construction activitie
Slide 16: Contents
Contents 1 – Description of the operation 2 – Strategic and industrial rationale 3 – Organisational principles 4 – Value creation 5 – Next steps 6 – Conclusion Public Offer on Eiffage - 16 - 19 April 2007 Analysts presentation
Slide 17: Setting up of an efficient organisation
Setting up of an efficient organisation Q Setting up of a matrix organisation: Activities / Geography Q In the new organisation, Eiffage will benefit from a large autonomy Eiffage headquarters to remain in France Construction Concessions Real Estate Services Public Offer on Eiffage - 17 - 19 April
Slide 18: Corporate Governance
Corporate Governance Q Listings Sacyr Vallehermoso shares listed on IBEX Madrid and Euronext Lisbon Listing on Euronext Paris considered by Sacyr Vallehermoso Eiffage to remain listed on Euronext Paris Q Board of Directors Proportional representation of the main shareholders Independent di
Slide 19: Contents
Contents 1 – Description of the operation 2 – Strategic and industrial rationale 3 – Organisational principles 4 – Value creation 5 – Next steps 6 – Conclusion Public Offer on Eiffage - 19 - 19 April 2007 Analysts presentation
Slide 20: A compelling offer
A compelling offer Q Exchange ratio of 12 Sacyr Vallehermoso shares for 5 Eiffage shares Q 30.6% premium on Eiffage 1-month average share price as of 20 March 2007, i.e. the last non-affected price for Eiffage share Market gossips regarding an offer on Eiffage by Sacyr Vallehermoso from 21 March 2
Slide 21: Significant weight of Eiffage's shareholders in the new Group
Significant weight of Eiffage’s shareholders in the shareholding structure of the new Group Q Eiffage’s shareholders to receive up to 149.1 millions of newly issued Sacyr Vallehermoso shares Q Significant weight of Eiffage’s shareholders in the shareholding structure of the new Group Q A shared cult
Slide 22: A large potential of value creation in the mid-term
A large potential of value creation in the mid-term Q A leading Group in the Construction sector with a significant growth potential Q Potential rerating of the new Group thanks to the ambitious industrial October 2006 Acqusition of project and the enlarged group size Repsol's shares 50 January 2003
Slide 23: Key financials of the combined Group
Key financials of the combined Group Q Annual revenues exceeding € 15bn Q Superior financial resources (€m - 31/12/2006) SyV (+) Eiffage (=) Pro forma Net sales 4,685 10,745 15,430 EBITDA 1,066 1,620 2,686 EBITDA margin 22.7% 15.1% 17.4% EBITA 862 963 1,825 EBITA margin 18.4% 9.0% 11.8% Net income -
Slide 24: Contents
Contents 1 – Description of the operation 2 – Strategic and industrial rationale 3 – Organisational principles 4 – Value creation 5 – Next steps 6 – Conclusion Public Offer on Eiffage - 24 - 19 April 2007 Analysts presentation
Slide 25: Indicative timetable
Indicative timetable 19 April 2007 Filing of the Offer 9 May 2007 Opening of the Offer 30 June 2007 Sacyr Vallehermoso’s General Meeting (at the latest) 2 July 2007 Closing of the Offer 13 July 2007 Results of the Offer 16 August 2007 Settlement of the Offer Public Offer on Eiffage - 25 - 19 April 2
Slide 26: Contents
Contents 1 – Description of the operation 2 – Strategic and industrial rationale 3 – Organisational principles 4 – Value creation 5 – Next steps 6 – Conclusion Public Offer on Eiffage - 26 - 19 April 2007 Analysts presentation
Slide 27: Conclusion
Conclusion Q The first cross-border transaction between 2 European Groups in the Construction and Concession businesses with leading positions in their home markets Leading player in the Construction business in Europe Leading player in the Concession business in the World Q Shared activities an
Slide 28: Conclusion: Creation of a leading Group in the Construction sector
Conclusion Creation of a leading Group in the Construction sector Public Offer on Eiffage - 28 - 19 April 2007 Analysts presentation
Sacyr Vallehermoso — Merger or Acquisition (April 2007) on 6ix