DYNAMIC GROWTH CONTINUES RECORD SALES IN ALL REGIONS SIKA INVESTOR PRESENTATION, JANUARY 13, 2015

Transcription

1 DYNAMIC GROWTH CONTINUES RECORD SALES IN ALL REGIONS SIKA INVESTOR PRESENTATION, JANUARY 13, 2015

2 1. HIGHLIGHTS AND SALES 2014

3 HIGHLIGHTS SALES 2014 Q4 with continued growth momentum 13.0% sales growth (8.3% in CHF) to CHF 5.57 billion (FY) Record sales in all regions Asia/Pacific with more than 1 billion of sales for the first time Sales up 15.2% in emerging markets EBIT expected to exceed CHF 600 million 8 new factories in Brazil, Mexico, Indonesia, Singapore, India, Serbia and USA (2) Strategy 2018 on track, exceeding financial targets 3

4 13.0% SALES GROWTH FOR 2014 RECORD SALES IN ALL REGIONS + 7.9% % % 0.75 North America % 2.73 EMEA 1.04 Asia/Pacific (in CHF bn, Growth at constant FX) 0.64 Latin America Growth of 15.2% in Emerging Markets 4

5 ACCELERATED BUILD-UP OF EMERGING MARKETS INVESTMENTS 2014 Opening of Sika plant: 7 th plant in Brazil (Aparecida de Goiânia, January 2014) 2 nd plant in Indonesia (Surabaya, May 2014) 6 th plant in India (Jhagadia, June 2014) New plant in Serbia (Simanovci, September 2014) 2 nd plant in Singapore (Singapore, October 2014) 4 th plant in Mexico (Tijuana, October 2014) 5 India Serbia

6 BUILD-UP OF SUPPLY CHAIN IN GROWTH MARKETS INVESTMENTS 2014 Opening of Sika plants in North America: 11 th plant in the USA (Denver, May 2014) 12 th plant in the USA (Atlanta, July 2014) USA USA 6

7 2. SALES PERFORMANCE 2014

8 SALES GROWTH BY QUARTER 2013 / 2014 DYNAMIC GROWTH MOMENTUM at constant currency acquisition organic -0.2% +1.1% -1.3% 23.3% 17.8% 9.2% 14.0% 9.6% 11.7% 10.6% 8.2% 7.4% 3.3% 5.4% 1.2% 7.0% 7.3% 8.2% 14.1% 6.6% 6.3% 5.1% 1.3% 3.8% Q1 PY Q2 PY Q3 PY Q4 PY Q1 CY Q2 CY Q3 CY Q4 CY QuarterlyS In CHF bn Quarterly sales

9 SALES GROWTH BY REGION 2014 In CHF bn % + 7.9% % % Growth (at constant FX) - 2.6% - 3.0% - 6.0% % FX impact + 9.2% + 0.0% + 3.5% + 4.9% Acquisition % 81% Construction Industry EMEA North America Asia/Pacific Latin America 9

10 FIVE-YEAR OVERVIEW NET SALES In CHF bn 5.80 Sales growth in LC Sales growth in CHF % % 16.0% % 14.0% % % % % 5.3% 9.4% 6.5% 8.3% 10.0% 8.0% 6.0% 4.0% % 2.0% %

11 3. STRATEGY 2018

12 MEGATRENDS DRIVE OUR GROWTH: URBANIZATION, NEW VEHICLE DESIGN & SUSTAINABILITY Higher demand for infrastructure and refurbishment solutions Increasing world population with urbanization and megacities Increased safety, fire, water, earthquake and quality requirements Rising demand for high performance concrete, sealing and waterproofing Sustainability: Increasing demand for safe-to-use and low-emission products New vehicle design with material mix requires bonding solutions 12 New modular vehicle manufacturing concepts need fast, high strength bonding systems

13 STRATEGY 2018: SIKA S GROWTH MODEL WILL DELIVER MARKET PENETRATION 6-8% GROWTH PER YEAR INNOVATION EMERGING MARKETS ACQUISITIONS VALUES 42% - 45% OF SALES IN EMERGING MARKETS > 10% OPERATING PROFIT > 6% OPERATING FREE CASH FLOW > 20% RETURN ON CAPITAL EMPLOYED 13

14 4. REJECTION OF PLANNED CHANGE OF CONTROL TO SAINT-GOBAIN (SGO) 14

15 KEY EVENTS OF THE LAST 5 WEEKS Evening of Dec 5, board and management were informed of transaction by family and SGO limited discussions between Sika and SGO during weekend, with SGO rejecting constructive suggestions to mitigate flaws of current structure Publication of independent position of Sika board and management on transaction Dec 8 Planned transaction is not in the best interest of Sika or its public shareholders Board and management do not support transaction in its planned form Family requested EGM to replace 3 independent board members with two nominees to gain majority in board (Dec 10) Standard & Poor s placed Sika on negative credit watch and will likely lower the rating by two notches to 'BBB', equal to the rating of Saint-Gobain if the transaction would be closed (Dec 10) 15

16 KEY EVENTS OF THE LAST 5 WEEKS (CONT.) Alternative proposals from Sika and presentation to shareholders (Dec 17) Request for agenda item and proposal to delete opting out by Ethos (Dec 23) Withdrawal of candidacy of Chris Tanner, who was one of the two board member nominees proposed by the family (Dec 28) Family filed a petition at the cantonal court in Zug to enforce the EGM (Jan 5) 16

17 WHY SIKA CANNOT SUPPORT PROPOSED TRANSACTION Transaction structure as planned by SGO Acquisition of control through majority of votes Full consolidation of Sika Increasing (reported) growth, margins and reduced capital intensity, as well as improved geographic footprint But only 16% of economic exposure Intention to keep Sika listed / no offer to public shareholders Claimed benefits based on unsubstantiated business plan to year 2019 as presented by SGO (1) (no interaction with Sika, no due diligence) Sika 2019 EBIT of CHF m Plus EUR 180m additional synergies in 2019 Key implications & concerns Public shareholders (84% of capital) deprived of adequate compensation for change of control / fundamental change in nature of investment Inherent conflicting interests on all levels: shareholders, board, management and operations Significant implied complexities likely to substantially slow down Sika s organization and impair Sika's successful growth model Significant limitations to materialize synergy potential especially stemming from combination of directly competing businesses Effective and efficient integration of businesses not possible under planned structure Significant risk of negative effects outweighing potential upsides Note: (1) SGO capital markets presentation 8 Dec

18 SIKA S GROWTH MODEL DELIVERS Market penetration From roof to floor From new-build to refurbishment Push and pull market channels Global technology leadership Continuous innovations Economies of scale in core technologies Accelerated build-up of Emerging Markets Acquisitions to strengthen market access, technology, economies of scale Company values with entrepreneurial spirit, high employee loyalty and lean structure De-centralized business set-up P&L responsibility by country Reduced complexity Limited co-operations High growth ( CAGR) (1) Sika: +5.2% SGO CP (ES): -0.6% / -4.4% (2) High profitability (2013A EBIT Margin) (1) Sika: 10.2% SGO CP (ES): 8.3% (3) Share price performance (LTM) (4) Sika: +34.1% SMI: +14.8% SGO: +2.9% Valuation multiples (2015E EV / EBITDA) (5) Sika: 9.4x SGO: 6.5x Standard & Poor s Credit Rating Sika: A- SGO: BBB Source: Company filings, Capital IQ Notes: (1) In reporting currencies; (2) in CHF on like-for-like basis; (3) Business income margin as defined by SGO, (4) Based on unaffected share prices as at 5-Dec- 14; (5) EV defined as market capitalization plus net financial debt, unfunded pensions and minorities, less equity investments; SGO CP (ES) = Saint Gobain Construction Products Exterior Solutions 18

19 DEAL IMPAIRS SUCCESS OF SIKA Increased complexity: numerous at arm s length contracts envisaged in all countries with dual presence Each transaction needs to fully comply with transfer pricing rules Significant implementation and ongoing monitoring effort and cost Protection of business secrets, incl. formulations Various conflicts of interest on all levels Direct competitors in mortars Allocation of synergies Balance sheet management Successful practice of keeping majority of board members independent set to change Distraction from focus on profitable growth Absorption of management resources Allocation of synergies and dis-synergies Risk of paralyzing organization Significant downside risk for Sika and its public shareholders 19

20 OVERLAPS AND TOUCHPOINTS SIKA AND SGO Building Distribution 17.9bn SAINT GOBAIN PORTFOLIO Packaging 3.5bn Weber 2.3bn Total: 41.1bn (2014E) Other Construction Products 8.8bn Innovative Materials - Flat Glass 4.8bn Innovative Materials - HPM 3.9bn SGO mortar business (Weber) is a direct competitor to Sika Sika s mortar business is operationally fully integrated in the organization and core element of growth strategy Core to supply chain management and marketing approach 14 new plants recently 4 acquisitions recently Certain non-mortar revenue synergies possible in complementary businesses, but EBIT-impact difficult to quantify outside-in Source: Company financials, SGO 2014E financials based on broker consensus 20

21 OVERSTATED SYNERGY POTENTIAL Our preliminary views on run rate synergy potential (impact on EBIT in EURm) Currently planned structure Integration of Weber into Sika in EURm in EURm Revenue synergies Capex savings Total synergy potential Dis-synergies Cost synergies General overhead synergies Purchasing synergies Dis-synergies We believe that synergies from at arm s length agreements will be offset by dissynergies in similar magnitude Improved structure will deliver approx. EUR150m of synergy potential 21

22 POTENTIAL ALTERNATIVES TO REVERSE VALUE LOSS INTEGRATION WITH SGO MORTARS UNDER SIKA UMBRELLA FULL BUSINESS COMBINATION Leading independent Construction Chemicals & Adhesives player with strong anchor shareholder and proven management Removes key areas of market conflicts, but key implementation risks remain Appropriate governance to safeguard public shareholders interests critical Value creation potential from synergies and rerating Requires appropriate value recognition of Sika s growth and profitability, potentially offering Sika public shareholders optionality to monetise or remain invested Creates leading Construction Chemicals player under SGO umbrella Risk of value de-rating from absorption of high-multiple Sika into lower-multiple SGO Sika board and management receptive to other proposals OTHER SOLUTIONS Possible value recovery ENVISAGED TRANSACTION ABANDONED Responsibility of both Sika and SGO to consider and (jointly) develop alternative solutions to reverse significant value destruction Note: (1) c. 14% based on unaffected market capitalisation of public shareholders as of 5 Dec divided 22

23 SIKA OPEN FOR CONSTRUCTIVE DIALOGUE that addresses obvious flaws of planned transaction that allows Sika to continue to flourish and that supports integrity of our business approach that allows optimal materialization of synergy potential that allows Sika s public shareholders to (at least partially) recover experienced substantial value losses that converts currently planned lose-lose transaction into a win-win situation for both sides Sika board and management act in the best interest of the company and its shareholders 23

24 FORWARD-LOOKING STATEMENTS This presentation contains certain forward-looking statements. These forward-looking statements may be identified by words such as expects, believes, estimates, anticipates, projects, intends, should, seeks, future or similar expressions or by discussion of, among other things, strategy, goals, plans or intentions. Various factors may cause actual results to differ materially in the future from those reflected in forward-looking statements contained in this presentation, among others: Fluctuations in currency exchange rates and general financial market conditions Interruptions in production Legislative and regulatory developments and economic conditions Delay or inability in obtaining regulatory approvals or bringing products to market Pricing and product initiatives of competitors Uncertainties in the discovery, development or marketing of new products or new uses of existing products, including without limitation negative results of research projects, unexpected side-effects of pipeline or marketed products Increased government pricing pressures Loss of inability to obtain adequate protection for intellectual property rights Litigation Loss of key executives or other employees Adverse publicity and news coverage. Any statements regarding earnings per share growth is not a profit forecast and should not be interpreted to mean that Sika s earnings or earnings per share for this year or any subsequent period will necessarily match or exceed the historical published earnings or earnings per share of Sika. For marketed products discussed in this presentation, please see information on our website: All mentioned trademarks are legally protected. 24

25 THANK YOU FOR YOUR ATTENTION