KENDRION N.V. 12 December Extraordinary General Meeting of Shareholders. We magnetise the world. Page 1

Transcription

1 KENDRION N.V. Extraordinary General Meeting of Shareholders 12 December 2008 Page 1

2 Agenda 12 December Strategy Kendrion N.V. 2. Sales process 3. The proposed transaction 4. Kendrion new style Page 2

3 1. Strategy Kendrion N.V.

4 Strategy Focused Acceleration Focus on limited number of activities Take nr 1 or 2 position in these key activities Specific acquisitions Profile more clear Goal: Clear profile of an international operating, high technological and fast growing organisation Page 4

5 Strategic choice Why choose for Kendrion Electromagnetic? Voluminous market with acquisition possibilities Demand for consolidation Strong organic growth (>10%) Good profitability Excellent track record Strong management Good integrator of acquisitions Page 5

6 2. Sales process

7 Sales process Controlled auction Package of Vink and Servico Advisor sales process: Rabo Securities Vendor Due Diligence: PricewaterhouseCoopers and Allen & Overy Page 7

8 Kendrion starts investigation to sell its Distribution Services mid /08/08: Half-year results 2008 Kendrion announces the investigation into the possibility of selling its Distribution Services activities 04/11/08: 3rd quarter results 2008 Investigation into the possible sale of the Distribution Services activities is in its final phase 12/12/08: Extraordinary General Meeting of Shareholders August September October November December 01/10/08: Reaction article Financieel Dagblad Kendrion is discussing the disposal of the Distribution Services activities with various parties 26/11/08: Kendrion to sell Distribution Services division Kendrion announces sale of KDS to Edmundson and Claessen

9 3. The proposed transaction

10 Sold will be Kendrion Distribution Services (the Vink Group and Servico) Turnover 1st half-year 2008: EUR million (2007: EUR million) Normalised operating result 1st half-year 2008: EUR 8.1 million (2007: EUR 12.9 million) Page 10

11 The proposed transaction: Edmundson Distribution Limited acquires the Vink Group Claessen ELGB N.V. acquires Servico Transaction value in total EUR 94 million Extraordinary expenses EUR 12 million (costs transaction process, write down of goodwill, deferred tax assets) Book profit approximately EUR 9 million Cash return EUR million Mutual penalty clause 3% Guarantees parent company Edmundson Distribution Ltd. Good price, considering the current economic crisis Page 11

12 Closing subject to: Approval Extraordinary General Meeting of Shareholders Approval bank consortium Kendrion Approval European competition authorities Specifically Servico: - Approval of Bosch Thermotechnik GmbH (BTT) - BTT has pre-emptive right (till 18 December) - Possible exercise pre-emptive right has no consequences for the transaction price Page 12

13 Use cash proceeds Further strengthening balance sheet (also considering the current procedure of the EC fine, verdict expected in 2009) Room for growth through acquisitions Dividend (to be determined after determination of the annual accounts 2008) N.B. At the moment banks allow maximum EUR 10 million dividend in 2009 Page 13

14 4. Kendrion new style

15 Kendrion new style Turnover over EUR 200 million Niche player, high tech and fast growing Risk spreading over large amount of industrial markets Further integration holding with operational activities Cost savings on central level Page 15

16 Kendrion new style Kendrion N.V. Industrial Magnetic Systems Industrial Drive Systems Passenger Car Systems Commercial Vehicle Systems Page 16

17 Kendrion turnover development 22% 30% 31% 17% Industrial Magnetic Systems Passenger Car Systems Industrial Drive Systems Commercial Vehicle Systems Page 17

18 History Kendrion Foundation Binder Magnete 1911 Turnaround in Takeover by Kendrion 1997 Acquisition Thoma Magnete 2000 Acquisition Hahn Magnete 2001 Acquisition Linnig Antriebstechnik 2007 Acquisition Tri-Tech 2008 Page 18

19 Locations (1) Page 19

20 Locations (2) Page 20

21 Turnover development Mln Euro , Page 21

22 Goals Kendrion in the coming years Real niche player (World)market leader Clear focus Strong balance sheet ROI target > 17.5% Make use of opportunities that are given by the current market circumstances Organic growth as well as by acquisitions Page 22

23 WE MAGNETISE THE WORLD Page 23