Wienerberger AG · VIE:WIE
Wienerberger — Merger or Acquisition (December 2022)
28 slides from Wienerberger's merger presentation, Dec 20, 2022
Slide 1: Joining Forces
JOINING FORCES wienerberger to expand its roofing business in France, Germany, Italy & North America through the acquisition of roof & solar solutions provider Terreal 20 December 2022
Slide 2: Disclaimer: Cautionary Note Regarding Forward-Looking Statements
DISCLAIMER CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ❯ The information contained in this document has not been independently verified and no representation or warranty expressed or implied is made as to, and no reliance should be placed on the fairness, accuracy, completeness or correctne
Slide 3: Agenda
AGENDA › TRANSACTION HIGHLIGHTS › TERREAL: A KEY EUROPEAN PROVIDER OF ROOFING AND SOLAR SOLUTIONS › UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER › PROCESS, NEXT STEPS & SUMMARY 3
Slide 4: Transaction Highlights
TRANSACTION HIGHLIGHTS WIENERBERGER BUILDING EUROPE‘S FIRST TRUE PITCHED ROOF EXPERT ❯ Wienerberger intends to acquire a ❯ Scope of the transaction includes the significant part of Terreal Group, a businesses of Terreal in France, Italy, Spain leading European supplier of innovative roof and the USA
Slide 5: Transaction Details
VALUE CREATION AND FINANCIAL CONSIDERATIONS TRANSACTION DETAILS TRANSACTION FINANCIALS HIGHLY EBITDA ACCRETIVE TRANSACTION ❯ Enterprise Value € ~600 mn 1) WIENERBERGER LEVERS FOR ENHANCING EBITDA TO € 150 mn by 2026 ❯ Revenues 2022e € 740 mn 150 ❯ Operational Excellence 130 ❯ Run-rate EBITDA 2022e €
Slide 6: Highly Attractive Transformational Transaction
PRECEDENT ROOFING TRANSACTION MULTIPLES HIGHLY ATTRACTIVE TRANSFORMATIONAL TRANSACTION EV / EBITDA Multiples before synergies disclosed at announcement 13.2x 12.6x 11.3x Mean: 11.3x 10.7x 8.7x 6.0x Target 2) Target HQ France UK US US France US Ann. Date Dec-22 Apr-22 Dec-21 Jul-21 Feb-21 Jan-21 Valu
Slide 7: Transaction Details and Financing
VALUE CREATION AND FINANCIAL CONSIDERATIONS TRANSACTION DETAILS TRANSACTION FINANCIALS TRANSACTION FINANCING Upon closing, the transaction will be financed via a combination of: ❯ Enterprise Value € ~600 mn 1) ❯ Existing cash on balance sheet ❯ New debt facilities in line with Wienerberger financing
Slide 8: Agenda
AGENDA › TRANSACTION HIGHLIGHTS › TERREAL: A KEY EUROPEAN PROVIDER OF ROOFING AND SOLAR SOLUTIONS › UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER › PROCESS, NEXT STEPS & SUMMARY 8
Slide 9: Terreal Group at a Glance
TERREAL: A KEY EUROPEAN PROVIDER OF ROOFING AND SOLAR SOLUTIONS TERREAL GROUP AT A GLANCE REVENUE SPLIT BY PRODUCT (2022e) ❯ Headquartered in France with a strong ❯ Utilizing strong brands across its core heritage; founded more than 150 years ago markets ❯ Operating 29 sites in 5 countries, ~3,000 e
Slide 10: Terreal Group at a Glance
TERREAL: A KEY EUROPEAN PROVIDER OF ROOFING AND SOLAR SOLUTIONS TERREAL GROUP AT A GLANCE REVENUE SPLIT BY GEOGRAPHY (2022e) ❯ Headquartered in France with a strong ❯ Utilizing strong brands across its core heritage; founded more than 150 years ago markets ❯ Operating 29 sites in 5 countries, ~3,000
Slide 11: Now: Ideal Addition to Existing Roofing Network
UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER IDEAL ADDITION TO EXISTING ROOFING NETWORK IN GERMANY & FRANCE + ENTERING INTO THE ROOFING BUSINESS IN THE USA & ITALY NOW WE NOW HAVE THE UNIQUE OPPORTUNITY TO … FRANCE Roof tile plants Wienerberger Terreal GERMANY Roof tile plants Wienerberger Creato
Slide 12: Agenda
AGENDA › TRANSACTION HIGHLIGHTS › TERREAL: A KEY EUROPEAN PROVIDER OF ROOFING AND SOLAR SOLUTIONS › UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER › PROCESS, NEXT STEPS & SUMMARY 12
Slide 13: Roofing as the Key Focus for Renovation
UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER ROOFING AS THE KEY FOCUS FOR RENOVATION ❯ Currently, large amounts of energy ❯ Core driver for roof renovation are still being lost through unrenovated roofs ❯ tightening regulatory requirements ❯ Renovating the roof plays a major role in decarbonizing
Slide 14: The Roofing System Will Be the Key for Renovation
UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER THE ROOFING SYSTEM WILL BE THE KEY FOR RENOVATION ENERGY EFFICIENCY SOLAR SOLUTIONS Growing importance as energy costs rise The next frontier for the future-proofed home ❯ Decarbonisation is a key focus of renovation incentives ❯ EU Green Deal, nationa
Slide 15: Germany & France as Long-Term Key Growth Markets for Renovation
UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER GERMANY & FRANCE AS LONG-TERM KEY GROWTH MARKETS FOR RENOVATION France Germany ❯ Resilient Residential Renovation & Repair Market ‘Through the Cycle’ Despite Economic Uncertainty 66% 71% Housing stock built pre-1980 D Housing stock built pre-1980 ❯ Age
Slide 16: Combining Forces
UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER COMBINING FORCES Combining Wienerberger + Terreal ❯ Doubling roofing sales to >75 million m2 annually ❯ Shared focus on sustainability and innovative solutions: Annual reduction of 225,000 tonnes of CO2 emissions by installing our solutions ❯ Cost savi
Slide 17: Creating Europe's First True Pitched Roof Expert
UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER CREATING EUROPE‘S FIRST TRUE PITCHED ROOF EXPERT OFFERING STRONG POTENTIAL FOR ORGANIC GROWTH ❯ Annual combined roof tile sales Due to the integration of Terreal, this of >75 million m² future platform will generate additional EBITDA within the next 3
Slide 18: Following Our Clear Vision
UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER FOLLOWING OUR CLEAR VISION This acquisition follows Wienerberger’s clear vision to ❯ strengthen its position as a leading international full-service provider of smart solutions ❯ for the entire building envelope and for infrastructure, ❯ expanding our
Slide 19: Following Our Clear Vision
UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER FOLLOWING OUR CLEAR VISION 19
Slide 20: Following Our Clear Vision
UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER FOLLOWING OUR CLEAR VISION 20
Slide 21: Wienerberger & Terreal Together Covering >75 mn m2 of Pitched Roof
UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER WIENERBERGER & TERREAL TOGETHER COVERING >75 mn m2 OF PITCHED ROOF ANNUALY 21
Slide 22: Wienerberger & Terreal Together Covering >75 mn m2 of Roof
UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER WIENERBERGER & TERREAL TOGETHER COVERING >75 mn m2 OF ROOF ANNUALY 22
Slide 23: Joining Forces
JOINING FORCES wienerberger to expand its roofing business in France, Germany, Italy & North America through the acquisition of roof & solar solutions provider Terreal 20 December 2022
Slide 24: Significant Expansion of Renovation Exposure to 34% of Revenues
VALUE CREATION AND FINANCIAL CONSIDERATIONS SIGNIFICANT EXPANSION OF THE GROWING AND RESILIENT RENOVATION EXPOSURE TO 34% OF REVENUES WIENERBERGER 2022e WIENERBERGER + TERREAL 2022e Infrastructure Infrastructure 22% 20% New Build New Build Residential Residential 49% 46% Renovation Renovation 29% 34
Slide 25: Agenda
AGENDA › TRANSACTION HIGHLIGHTS › TERREAL: A KEY EUROPEAN PROVIDER OF ROOFING AND SOLAR SOLUTIONS › UNIQUE COMBINATION OPPORTUNITY FOR WIENERBERGER › PROCESS, NEXT STEPS & SUMMARY 25
Slide 26: Indicative Timeline to Closing
PROCESS & NEXT STEPS INDICATIVE TIMELINE TO CLOSING ❯ Today: Signing of put option agreement Filing with anti trust authorities ❯ Q1 2023: Completion of French Works Council consultation process & signing of SPA ❯ Q4 2023 Completion of regulatory approval process / Q1 2024 ❯ Closing: Expected end of
Slide 27: Summary: Highly Value Accretive Transaction
SUMMARY HIGHLY VALUE ACCRETIVE TRANSACTION 1. Immediately accretive to EPS in first year after closing 2. Highly attractive EV/EBITDA multiple of 4.0x after synergies 3. Wienerberger’s healthy balance sheet allows easy financing of the transaction 27
Slide 28: Q&A
Q&A wienerberger to expand its roofing business in France, Germany, Italy & North America through the acquisition of roof & solar solutions provider Terreal 20 December 2022