Aquila SA · EURONEXT:ALAQU
Aquila SA — Merger or Acquisition (March 2007)
16 slides from Aquila SA's merger presentation, Mar 7, 2007
Slide 1: Investor Information on Merger
Aquila Investor Information on Merger March 7, 2007 Supplemental Information Rick Green Chief Executive Officer Beth Armstrong Chief Accounting Officer
Slide 2: Information Concerning Forward-Looking Statements
2 Information Concerning Forward-Looking Statements This presentation and comments we will make contain forward-looking information relating to financial forecasts and key assumptions underlying those forecasts. In connection with the safe harbor provisions of the Private Securities Litigation Refor
Slide 3: Additional Information and Where to Find It
3 ADDITIONAL INFORMATION AND WHERE TO FIND IT This information is not a solicitation of a proxy from any holder of our common stock. In connection with our proposed merger with a subsidiary of Great Plains, Great Plains will file with the Securities and Exchange Commission (“SEC”) a registration sta
Slide 4: Discussion Agenda
4 Discussion Agenda Not a Substitute for the Proxy Interest & Auction Process Summary Aquila Stand-Alone Forecast Summary of Financial Advisor Results Transaction Related Costs Next Steps
Slide 5: Auction Process
Jun 06 - Jul 06 Aug 06 Aug 06 - Sep 06 Nov 06 Dec 06 - Jan 07 Feb 07 May 06 Feb 06 - Jun 06 Fall 05 - Feb 06 5 Auction Process 9 Parties contacted Confidentiality agreements signed Indicative bids received Access to data room provided 4 Management presentations 1 Final bid received Deal announced Pe
Slide 6: Indicative Non-Binding Bids
6 Indicative Non-Binding Bids 60% stock / 40% cash $4.15 - $4.60 Great Plains & Black Hills E 100% Stock (potential 20% cash option) $4.15 - $4.60 Strategic party D 100% Cash $4.50 Strategic party C 100% Stock $4.50 - $4.95 Strategic party B 100% Cash $4.50 - $5.00 Financial party partnering with St
Slide 7: Financial Overview
7 Financial Overview Beth Armstrong Chief Accounting Officer
Slide 8: Key Financial Assumptions & Drivers
8 Key Financial Assumptions & Drivers Capital investment drives increased earnings over the forecast period Rate cases planned around expected in-service dates for significant plant additions Full Fuel Adjustment Clause (FAC) received in the pending Missouri rate case Annual inflation assumed at 3%
Slide 9: EBITDA Stand-Alone Guidance
9 EBITDA Stand-Alone Guidance
Slide 10: EBITDA & CapEx Stand-Alone Profile
10 EBITDA & CapEx Stand-Alone Profile
Slide 11: Tax Attributes: Stand-Alone
11 Tax Attributes: Stand-Alone
Slide 12: Tax attributes: stand-alone, pending transactions and valuation allowance
In millions Stand Pending Valuation Est Net tax asset {liability} Alone Trans) allow” To GXP 4 Altemative minimum tax credits $ 65 $ 13 $ - $ 78 2 US. net operating losses 507 (147) - 360 2 Capital loss carryfowards 105 (108) - - 4 Other deferred tax assets 56 - - 56 5 Reserves (375) 128 182 (95) ©
Slide 13: Financial Advisor Stand-Alone Valuation
13 Financial Advisor Stand-Alone Valuation (1) Methodologies Presented to the Aquila Board: Discounted Cash Flow Comparable Company Trading Multiples Precedent Transaction Multiples Sum of the parts Advisor valuation ranges across all methodologies were $2.25 to $4.01 per share. (1) Excerpt from pro
Slide 14: Transaction Related Costs
14 Transaction Related Costs Company’s Advisors: Blackstone - $11.3 million* Lehman - $11.3 million* Board’s Independent Advisor: Evercore $3.3 million* CEO: 3X Base Pay COO: 2.99X Base Pay + Market Incentive Other 16b Officers: 2X Base Pay + Market Incentive Advisor Fees Change In Control * Estimat
Slide 15: Next Steps
15 Next Steps Q2 2007 File preliminary joint proxy File definitive joint proxy, including Q1 2007 financial results Mail proxy Q3 2007 Shareholder vote
Slide 16: Questions & Answers
Questions & Answers Aquila Investor Information on Merger