Public Tender Offer for Braas Monier Building Group S.A.

Transcription

1 Public Tender Offer for Braas Monier Building Group S.A. SEPTEMBER 15, 2016

2 Important Notice This presentation has been prepared by Standard Industries, Inc. ( Standard Industries ) and is for information purposes only. This presentation neither constitutes an invitation to sell, nor an offer to purchase, securities of Braas Monier Building Group S.A. s ( Braas Monier ) or Standard Industries. This presentation contains summary information only and does not purport to be comprehensive and is not intended to be (and should not be used as) the basis of any analysis or other evaluation. No representation or warranty (express or implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions, contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein. Braas Monier was not involved in the preparation of this presentation. This presentation contains historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Similarly, statements that describe Standard Industries and Braas Monier objectives, goals and current expectations are also forward-looking statements. These statements do not represent facts and are characterized by words such as expect, believe, estimate, intend, aim, assume or similar words. Certain information contained herein is based on assumptions and other factors which may not prove to be appropriate or accurate and the actual results of Standard Industries and Braas Monier could differ materially from those contemplated by the relevant forward-looking statements as a result of risks and uncertainties, many of which are outside of the control of Standard Industries and Braas Monier. Accordingly, no assurance can be given by Standard Industries that the projected results or events can, or will, be realized. Standard Industries undertakes no obligation to update any forward-looking statement or projection to reflect subsequent events or circumstances. In addition, Standard Industries makes no representation or warranty to any party. By accepting this presentation you acknowledge the foregoing. This presentation is not for release, publication or distribution (in whole or in part) in, into or from any jurisdiction where such release, publication or distribution would constitute a violation of the relevant laws of such jurisdiction. 2

3 Public Tender Offer Summary Offer/Premium per share in cash for each outstanding share of Braas Monier 15.0% premium to XETRA unaffected share price of % premium to 30-day VWAP of % premium to 3-month VWAP of Offer implies a Braas Monier equity value of 981m and enterprise value of 1,871m 2 9.0x 16E EV/EBITDA offer multiple 3 reflects significant premium to comparable peers Ownership Key shareholders have signed irrevocable undertakings to tender at the offer price, resulting in total commitments of approximately 40% of the outstanding shares Key Offer Conditions All cash offer No minimum acceptance threshold Customary material adverse change provision Other customary conditions Financing Standard Industries available liquidity ensures 100% cash confirmation Timing Acceptance period will commence following approval of the Offer Document by BaFin (German regulator) For illustrative purposes only, planned acceptance period between October 18 and November 16 with an additional potential acceptance period between November 22 and December 5 1. As of Sep. 13, 2016; VWAP calculated as simple avg. of daily XETRA volume weighted avg. price per share per Bloomberg during market hours; 30 days represents trading days; 3 month represents the calendar period 2. Enterprise value includes unfunded book value of pension obligations Enterprise Value / EBITDA multiple assumes 2016 EBITDA of 207m, based on consensus analyst research 3

4 Summary Transaction Benefits Shareholders Braas Monier Customers Management & Employees Standard Industries Delivers opportunity to monetize a relatively illiquid investment position at an attractive premium with significant transaction certainty 15.0% premium to XETRA unaffected share price of i. 16.5% premium to 30-day VWAP of 21.47; 14.5% premium to 3-month VWAP of ii. Offer implies a Braas Monier equity value of 981m and enterprise value of 1,871m 2 iii. 9.0x 16E EV/EBITDA offer multiple 3 reflects a significant premium to comparable peers Offer price validated by investors with approximately 40% of the outstanding shares All cash offer and no minimum acceptance threshold Provides Braas Monier with a broad suite of roofing and waterproofing solutions with the benefit of geographic diversification and scale Mitigates company and market-specific uncertainty including evolving consumer preferences and the impact of new technologies, as well as the impact of post-brexit environment, timing of the market recovery and share price volatility Ensures continued robust investment and innovation across the company and through the business cycle Provides access to a broad suite of roofing and waterproofing solutions Improves service experience with extensive infrastructure designed to meet increasingly complex technology and logistics needs Sustains robust investment and creates new collaboration opportunities in product development, new technologies, service and innovative solutions Enhances opportunities via a more favorably positioned global business with a leadership team focused on employee excellence and development Offers stability as a family-owned business with similarly aligned company values, including a rich, 100+ year heritage Focuses on investment in product innovation and employee development as a private company versus quarterly earnings pressure Expands European pitched roofing product portfolio to include concrete and clay tiles Enhances market presence through combination of strong brands and complementary sales, marketing and service platforms Deepens and expands both existing and new customer relationships across key markets 1. As of Sep. 13, 2016; VWAP calculated as simple avg. of daily XETRA volume weighted avg. price per share per Bloomberg during market hours; 30 days represents trading days; 3 month represents the calendar period 2. Enterprise value includes unfunded book value of pension obligations Enterprise Value / EBITDA multiple assumes 2016 EBITDA of 207m, based on consensus analyst research 4

5 Public Tender Offer Timeline For illustrative purposes only: September October November December Announcement of offer 15-Sep-16 Filing period for offer document By 13-Oct-16 BaFin review 5-Oct-16 to 17-Oct-16 Publication of offer document 18-Oct-16 Acceptance period 18-Oct-16 to 16-Nov-16 Publication 1 of tender result 21-Nov-16 Additional acceptance period Publication 1 of tender result after add. acceptance period 22-Nov-16 to 5-Dec-16 8-Dec-16 Offer will close upon receipt of antitrust approvals 1. Expected 5

6 Standard Industries at a Glance: A Family-Owned Private Company Key Highlights A Leading Global Provider of Roofing & Waterproofing Solutions Strategically Located Manufacturing Footprint Extensive Distribution System with High-Quality Customer Relationships Strong brands in the U.S. residential and commercial roofing and waterproofing markets and in core European commercial roofing and waterproofing markets 68 modern, highly efficient and strategically located manufacturing facilities in 16 countries across Europe and the U.S. Deep relationships with top customers Preferred brand with most major accounts Deep Technical & Product Development Expertise 130 year history of investment in people, the business and innovation with over 650 patents Key Figures Employees: 7,500 Sales: 3.4 billion (US$3.7 billion) 1 as of year end 2015 Operating Subsidiaries Founded in 1886, GAF is the largest roofing manufacturer in North America with 29 manufacturing plants. Products include a comprehensive portfolio of residential and commercial roofing systems. Icopal is a European leader in high-end commercial roofing products and waterproofing solutions with 165 years of experience in roofing and waterproofing. Currently operates 33 production sites and 85 sales offices throughout Europe, Russia, and the Middle East. Established in 1955, Siplast is renowned for its high-end modified bitumen membranes and liquidapplied roofing products. For more than 35 years, Siplast has been a leader in the development and manufacturing of the world's most advanced roofing and waterproofing systems. SGI is a leading aggregates and mining company, supplying specialized products to the North American building materials industry for over 90 years. 1. Pro forma for Icopal 6

7 Standard Industries: 100+ Year History of Investing in the Business Total investment of over 3 billion 1 since 2001 Founded as the Standard Paint Company Build TPO Mt. Vernon, IN Build TPO Gainesville, TX Build ISO Statesboro, GA Build ISO Gainesville, TX Build TPO/ISO Cedar City, UT Planned investment in TPO/PVC/ISO Northeast US & Europe / AUG 2015 JAN 2016 APR 2016 Leading residential roofing manufacturers Leading liquid membrane and roof coatings business Contribution of SGI to Standard Acquires a leading pan- European roofing manufacturer Standard Industries has a proven track record of benefitting from its scale to deliver long-term value through consistent and disciplined investment in its people, the business and innovation 1. Approximately US$3.8 billion 7

8 Braas Monier at a Glance Key Highlights Leading manufacturer and supplier of residential pitched roof products in Europe Leading manufacturer and supplier of pitched roof products in Europe and parts of Asia and South Africa primarily serving the residential market Offers a comprehensive range of concrete and clay tiles for pitched roofs and complementary roofing components ~100 year corporate heritage Predecessor company (Redland) was founded in 1919 in the UK Headquartered in Luxembourg and listed in Germany (market cap of ~ 850m) 1 Extensive production and distribution network 118 manufacturing facilities worldwide with operations in 37 countries Key figures Employees: 7,735 Sales: Approximately 1.3 billion (US$1.4 billion) Strong Brands Across Product Categories Concrete Tiles (40%) 72 plants Clay Tiles (24%) 20 plants Roofing Components (21%) 6 plants Chimneys, Energy & Other (15%) 20 plants Underlays Ridge/ Hip Abutments Roof Outlets Insulation Steel Ceramic Energy Systems 1. Reflects unaffected share price 8

9 Flat roofing Pitched roofing Highly Complementary Companies: Products European Roofing Technology Concrete Roof Tiles Clay Roof Tiles Shingles & Steel Tiles Asphalt Membranes Single-Ply Synthetic Membranes Liquid Applied Roof Systems The combined company will be a leading provider of a broad suite of roofing and waterproofing solutions a comprehensive product slate that accommodates evolving customer preferences 9

10 Highly Complementary Companies: Geography Europe Asia & Africa Asia & Africa 25% 10% Europe 3% 75% 90% 43% 54% North America Europe North America The combined company will have a balanced regional portfolio with 54% of sales in North America, 43% in Europe and 3% in Asia and Africa 10

11 Combined Business Positioned to Navigate an Uncertain Environment Uncertainty / Opportunity Evolving Consumer Preferences New Technologies Customer Service Network Post-Brexit Environment Market Recovery Timing Share Price Volatility Combined Business Positioning Combined business will be a technology leader, providing a broad suite of roofing and waterproofing solutions to serve both the commercial (flat) and residential (pitched) roofing markets Together with scale and geographic diversification, expertise across multiple technologies allows for continued robust investment in industry-leading product development Additional scale and logistical capabilities reach from expanded infrastructure to better service our customers and meet increasingly complex customer needs A larger business with far greater geographic diversification allows the company to continue to invest in and grow the business through any economic environment Strategic manufacturing footprint, first-in-class customer relationships and broad market exposure optimize positioning in a recovery (whenever that may occur) Family-owned private company committed to creating long-term value and investing in its people, the business and product innovation versus short-term quarter-to-quarter earnings pressure Transaction mitigates both Braas Monier company-specific and market uncertainty and positions the combined business to capitalize on opportunities created by an evolving market place 11

12 Transaction Benefits: Shareholders (I) Attractive Premium 15.0% premium to XETRA unaffected share price of % premium to 30-day VWAP of % premium to 3-month VWAP of % +16.5% +14.5% Unaffected Price Offer Price 30D VWAP Offer Price 3M VWAP Offer Price Attractive Multiples EV/EBITDA Multiple P/E Multiple Higher than peer group 2 medians 9.0x versus 7.7x 2016E EV/EBITDA multiple 18.9x versus 15.7x 2016E P/E multiple Higher than actual trading trends since IPO 8.4x 9.0x 8.0x 7.7x 16.4x 18.9x 14.6x 15.7x 12.5% premium to the average forward EV/EBITDA multiple since IPO 29.5% premium to the average forward P/E multiple since IPO Unaffected Price ('16E) Offer Price ('16E) Avg Since IPO Key Peers ('16E) Unaffected Price ('16E) Offer Price ('16E) Avg Since IPO Key Peers ('16E) The offer price of per share is highly favorable to Braas Monier shareholders delivers a significant premium and attractive valuation with high transaction certainty 1. As of Sep. 13, 2016; VWAP calculated as simple avg. of daily XETRA volume weighted avg. price per share per Bloomberg during market hours; 30 days represents trading days; 3 month represents the calendar period 2. As of Sep. 13, 2016; per consensus estimates as of Sep. 13, 2016; key peers include Wienerberger, Saint-Gobain, HeidelbergCement, Tarkett, Ibstock and Forterra 12

13 Transaction Benefits: Shareholders (II) Irrevocable Undertakings offer price validated by Monier Holdings (Apollo, TowerBrook, York, et al.), previously the single largest shareholder of Braas Monier with approximately 39.9% ownership 29.1% of shares sold on June 29, 2016 through a stock purchase agreement 10.8% of shares agreed to be tendered into the offer on September 13, 2016 through irrevocable undertaking Monier Holding Activity Secondary Offering Oct ' SPA June '16 Irrevocable Sept '16 Increasing Illiquidity Average daily trading volume in % of total shares outstanding Braas Monier is a highly illiquid stock with a very low trading volume, both in absolute and relative terms 0.192% SDAX average daily trading volume is ~5x higher than Braas Monier Average daily trading volume declined by ~1/3 in August 2016 from already very low levels ~5x 0.039% -1/ % SDAX LTM Braas Monier LTM Braas Monier Aug The offer price of per share has been validated by key investors (~40% shares outstanding) and offers a unique exit opportunity from an increasingly illiquid stock Source: Bloomberg and CapitalIQ as of Sep. 13, 2016; consensus estimates 13

14 Transaction Benefits: Customers Expanded Product Offering Braas Monier customers benefit from an enhanced product offering, including waterproofing products, high-end modified bitumen membranes, liquid-applied roof systems and roof-coating products Concrete Tiles TPO / PVC Bitumen Membrane Concrete Tiles Clay Tiles Liquid Applied Building Envelope Clay Tiles Chimney & Energy Shingles & Accessories Civil Engineering Chimney & Energy Service & Innovation Access to extensive infrastructure and channel partner programs to support end-customers, contractors and tradesmen will provide products and service where and when needed Focus on innovation results in access to an expanded product offering, new technologies and high-quality service The combined company offers a broad suite of roofing and waterproofing solutions to accommodate a wide range of customer demands and evolving preferences 14

15 Transaction Benefits: Management and Employees Significant financial strength coupled with a proven history of investing in its people, the business and innovation Enhanced opportunities as a global business offering a broad suite of roofing and waterproofing solutions Similarly aligned culture and values developed over a rich 100+ year heritage as a familyowned company Operating as a private company eliminates short-term quarter-to-quarter earnings pressure Leveraging a wealth of best practices across the business Both Standard Industries and Braas Monier management and employees will benefit from enhanced opportunities as part of a betterpositioned global company Commitment to development, training and promoting from within Respects the rights of the employees, work councils and unions and will honor existing provisions of the collective bargaining agreements and current employee participation 15

16 Summary Transaction Benefits Shareholders Braas Monier Customers Management & Employees Standard Industries Delivers opportunity to monetize a relatively illiquid investment position at an attractive premium with significant transaction certainty 15.0% premium to XETRA unaffected share price of i. 16.5% premium to 30-day VWAP of 21.47; 14.5% premium to 3-month VWAP of ii. Offer implies a Braas Monier equity value of 981m and enterprise value of 1,871m 2 iii. 9.0x 16E EV/EBITDA offer multiple 3 reflects a significant premium to comparable peers Offer price validated by investors with approximately 40% of the outstanding shares All cash offer and no minimum acceptance threshold Provides Braas Monier with a broad suite of roofing and waterproofing solutions with the benefit of geographic diversification and scale Mitigates company and market-specific uncertainty including evolving consumer preferences and the impact of new technologies, as well as the impact of post-brexit environment, timing of the market recovery and share price volatility Ensures continued robust investment and innovation across the company and through the business cycle Provides access to a broad suite of roofing and waterproofing solutions Improves service experience with extensive infrastructure designed to meet increasingly complex technology and logistics needs Sustains robust investment and creates new collaboration opportunities in product development, new technologies, service and innovative solutions Enhances opportunities via a more favorably positioned global business with a leadership team focused on employee excellence and development Offers stability as a family-owned business with similarly aligned company values, including a rich, 100+ year heritage Focuses on investment in product innovation and employee development as a private company versus quarterly earnings pressure Expands European pitched roofing product portfolio to include concrete and clay tiles Enhances market presence through combination of strong brands and complementary sales, marketing and service platforms Deepens and expands both existing and new customer relationships across key markets 1. As of Sep. 13, 2016; VWAP calculated as simple avg. of daily XETRA volume weighted avg. price per share per Bloomberg during market hours; 30 days represents trading days; 3 month represents the calendar period 2. Enterprise value includes unfunded book value of pension obligations Enterprise Value / EBITDA multiple assumes 2016 EBITDA of 207m, based on consensus analyst research 16