Element Solutions Inc. · NYSE:ESI
Element Solutions — Platform Specialty Products — Merger or Acquisition (July 2015)
21 slides from Element Solutions's merger presentation, Jul 13, 2015
Slide 1: Proposed Acquisition of Alent plc
Proposed Acquisition of Alent plc Investor Presentation July 13, 2015
Slide 2: Safe Harbor
Safe Harbor Please note that this presentation is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. In this presentation, we discuss events or results that have not yet occurred or been realized, commonly referred to as “forwa
Slide 3: Important Information
Important Information No Offer or Solicitation This presentation is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, an
Slide 4: Transaction Summary
Transaction Summary Platform has announced a recommended offer to acquire the entire issued share capital of Alent Offer value £5.03 per share Offer represents a total Alent enterprise value of US$2,254 million(1) Structure 78% cash and 22% stock Structure Full cash offer with partial shar
Slide 5: Alent Acquisition: Strategic Rationale
Alent Acquisition: Strategic Rationale Highly complementary businesses Augments legacy MacDermid capabilities, technology and geography Adds attractive new assembly materials business to Performance Applications product segments Exemplary “Asset-Lite, High-Touch” business model Similar ‘bo
Slide 6: Alent Business Overview
Alent Business Overview Segment Key Products End-market Electronic interconnect materials Assembly Predominantly Printed circuit board assembly Electronics Materials Industry (ALPHA) Semiconductor packaging Focused Bringing Metals & Chemistry Together Specialty electroplating chemicals Serving M
Slide 7: Alent Financial Overview
Alent Financial Overview Revenue (NSV)(1) Adjusted EBITDA ($ in millions) ($ in millions) $661 $657 $680 $172 $168 $161 $331 $329 $343 $78 $73 $80 25% 25% 25% $102 $99 $103 $330 $328 $338 ($12) ($11) ($12) 2012 2013 2014 2012 2013 2014 Assembly Materials Surface Chemistries Assembly Materials Surfac
Slide 8: Alent Fits our Strategic Acquisition Criteria
Alent Fits our Strategic Acquisition Criteria Platform’s Investment Criteria “Asset-Lite, High-Touch” business model High cash flow margins and strong customer relationships Well-established across specialized product areas Diversified revenue base Accretive to intrinsic value per
Slide 9: Alent Enhances the Performance Applications Segment
Alent Enhances the Performance Applications Segment 2014 Revenue(1) 2014 EBITDA ($ in millions) ($ in millions) $1,436 $368 $680 $172 $755 $755 $196 $196 Performance Applications Performance Applications + Performance Applications(2) Performance Applications (2) + Alent Alent PF Sales (By Geography)
Slide 10: Alent Balances the Platform Portfolio
Alent Balances the Platform Portfolio 2014 Revenue(1) by Business Segment ($ in millions) Platform PF Platform Performance Applications 25% Performance(2) Applications 39% Agricultural Solutions 75% Agricultural Solutions 61% 2014 Revenue: $2,993 million 2014 PF Revenue(1): $3,673 million 2014 EBITD
Slide 11: Pro Forma Platform Financial Profile
Pro Forma Platform Financial Profile PF Revenue(1) PF Adjusted EBITDA and Margin ($ in millions) ($ in millions) $777 $814 $3,566 $3,673 $720 $3,436 $161 $172 $657 $680 $168 $661 21% 22% 22% $2,775 $2,909 $2,993 $616 $642 $552 2012 2013 2014 2012 2013 2014 Platform Alent Platform Alent Margin PF Cap
Slide 12: Significant Synergy Potential
Significant Synergy Potential $50 million(1) of estimated synergies from Alent combination $20 million* of additional expected synergies from OMG EC and PM businesses $5 million* of Agricultural Solutions synergies realized in same quarter as Arysta close $150 Agricultural Solutions Estimated
Slide 13: Platform Acquisition Timeline
Platform Acquisition Timeline January NYSE Listing April May Chemtura August AgroSolutions $300 Million Acquisition PIPE October Announced Agriphar Acquisition Agriphar November Announced Acquisition Closed Chemtura January AgroSolutions February Acquisition $1.1 Billion June Closed Se
Slide 14: Alent Strengthens Core Businesses, Diversifies Portfolio and Enhances Capabilities
Alent Strengthens Core Businesses, Diversifies Portfolio and Enhances Capabilities Platform is executing a global build-up of high quality, high cash flow specialty chemical businesses across a diverse range of verticals Platform Specialty Products Flavors Coatings Water Market Assembly Surface Elec
Slide 15: Questions
Questions Performance Applications Agricultural Solutions EC and PM Businesses 14
Slide 16: Appendix
A PLATFORM SPECIALTY PROD JoN UCTS CORPORATION Appendix 15
Slide 17: MacDermid Reconciliation of Net Income to Adjusted EBITDA
MacDermid Reconciliation of Net Income to Adjusted EBITDA Predecessor/Successor Combined December 31, ($ in millions) 2012 2013 2014 Net income (loss) available to common stockholders $46 ($180) ($7) Adjustments to reconcile to net income (loss): Interest expense $50 $52 $36 Income tax expense 25 7
Slide 18: Arysta Reconciliation of Net Income to Adjusted EBITDA
Arysta Reconciliation of Net Income to Adjusted EBITDA December 31, ($ in millions) 2012 2013 2014 Net (loss) available to common stockholders ($161) ($102) ($31) Adjustments to reconcile to net income (loss): Interest expense $136 $135 $116 Income tax expense 45 48 50 Depreciation and amortization
Slide 19: Chemtura AgroSolutions Reconciliation of Net Income to Adjusted EBITDA
Chemtura AgroSolutions Reconciliation of Net Income to Adjusted EBITDA December 31, ($ in millions) 2012 2013 2014 Net income available to common stockholders $39 $47 $28 Adjustments to reconcile to net income (loss): Interest expense $1 – $2 Income tax expense 18 29 40 (1) Depreciation and amortiza
Slide 20: Agriphar Reconciliation of Net Income to Adjusted EBITDA
Agriphar Reconciliation of Net Income to Adjusted EBITDA December 31, ($ in millions) 2012 2013 2014 Net income available to common stockholders $19 $24 $13 Adjustments to reconcile to net loss: Interest expense $2 $2 $1 Income tax expense 9 11 7 (1) Depreciation and amortization expense 4 4 8 FX ga
Slide 21: Alent Reconciliation of Net Income to Adjusted EBITDA
Alent Reconciliation of Net Income to Adjusted EBITDA December 31, (£ in millions) 2012 2013 2014 Net income (loss) available to shareholders £45 £62 £47 Adjustments to reconcile net income (loss): Pro forma adjustment to operating profit before JVs and exceptionals (6) – – Depreciation 9 9 9 Share
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