Imerys and S&B: A strategic combination

Transcription

1 Accelerating development, strengthening core business, creating value Gilles MICHEL - Chairman & CEO Michel DELVILLE - CFO

2 Disclaimer More comprehensive information about Imerys may be obtained on its website ( under Regulated Information, including its 2013 Registration Document filed under No. D on March 20, 2014 with Autorité des marchés financiers. Imerys draws the attention of investors to the Risk factors and Internal control set forth in section 4 of the Registration Document. This document contains projections and other forward-looking statements. Investors are cautioned that such projections and forward-looking statements are subject to various risks and uncertainties (many of which are difficult to predict and generally beyond the control of Imerys) that could cause actual results and developments to differ materially from those expressed or implied. Photo credits: Imerys photo library, Rights Reserved, xxx. 2 November 5, 2014

3 Integrate S&B into Imerys High-quality assets and leadership positions Profitable business, well managed Business model closely aligned with ours Strong potential for synergies Complementary end-market and geographic presence Development: geographic expansion, innovation, product development Cost optimization Value creation Equity value: 525 m paid in cash and shares Value creative transaction Imerys shareholder structure enlarged The Kyriacopoulos family to become shareholders of Imerys 3 November 5, 2014

4 S&B: A leading global provider of mineral-based specialties USA Canada Mexico Brazil Germany UK Belgium Hungary & Poland Netherlands (JV) Bulgaria France Greece Spain Italy Turkey Morocco Cyprus Georgia India China South Korea Revenue ( m) Adjusted EBITDA ( m) (1) % % % margin 41 Indonesia (JV) Industrial & commercial footprint (2) FY reported H1 pro forma Bauxite activities excluded from the transaction (2) FY reported H1 pro forma Well positioned, competitive and efficient industrial footprint in 22 countries Abundant mineral reserves, covering 15/20 years of production and well-located mining assets Performing industrial layout: 51 processing facilities Large commercial network: 28 distribution centres serving 80 countries Double-digit operating profitability 20% EBITDA margin for the contemplated scope (1) European Bauxite (metallurgy) not included in the transaction 4 (1) Adjusted EBITDA is defined as EBITDA adjusted for non-recurring income and expenses, which result from transactions qualified as one-off or exceptional from management s point of view (2) Pro forma of contemplated scope: Excluding the European activities of bauxite production for metallurgy November 5, 2014

5 S&B: High-quality value added solutions A global player in industrial minerals with a wide range of applications Bentonite (47% of 2013 revenue) CCF (1) (22%) Blast furnace additives Covering compounds Iron ore pelletizing Glass and ceramics Horticulture Core sand additives Metallurgical active slags Inorganic core binders Refractory minerals Moulding sand binders #1 player in Europe #2 player worldwide #1 player worldwide Animal feed additives Fillers Paper manufacturing Additives for cement Bulk binding materials Civil engineering Perlite (15%) Wollastonite (7%) serving diversified end-markets 2013 revenue breakdown by market (2) #1 player worldwide for construction #1 player worldwide Plastics 4% Consumer goods & specialities 25% 406 M pro-forma in 2013 (2) Foundry 27% Source: S&B 2013 annual report (1) Continuous Casting Fluxes (2) Excluding bauxite activities Glass & ceramics 7% Iron ore pelletizing 6% Construct. & building materials 11% Steel casting 20% 5 November 5, 2014

6 Imerys and S&B combination: strong potential for synergies Leveraging geographical presence ~ 30% in North America: enlarged market presence ~ 20% in Emerging Markets: complementary footprint S&B to leverage Imerys network in Asia-Pacific, Brazil, Imerys to leverage S&B s presence in Eastern Europe ~ 50% in Western Europe: leadership in new applications for Imerys Enlarging Imerys global offering Additives for consumer goods and construction Horticulture (perlite) High-value plastics (wollastonite) Coatings (bentonite, wollastonite) etc. Industrial solutions Foundry for automotive, oil drilling (bentonite) Solutions for continuous steel casting (CCF) etc. S&B 2013 revenue breakdown by geography (1) Emerging countries 20% United States / Canada 28% Other 1% 406 M 2013 pro-forma Western Europe 51% (1) Excluding bauxite activities Breakdown according to Imerys definition of revenue by geography Enhancing R&D and innovation potential Cost optimization 6 November 5, 2014

7 Imerys and S&B combination: value creation Equity value: 525 m, plus up to 33 m performance amount Operation partially paid in Imerys shares Imerys shares for 214 m to be issued to the Kyriacopoulos family 4.4% of Imerys outstanding shares (1), will join Imerys Board of Directors Financed from Imerys available resources Cash consideration for about 311 m Assuming S&B s net financial debt, i.e. 235 m as of June 30, 2014 Post-acquisition gearing < 60% Value-creative acquisition Value creative from third full-year of consolidation (ROCE>WACC) EPS accretive from first year of integration Closing expected in Q subject to the approval of the relevant regulatory authorities (1) Under the authorization granted to the Board of Directors by the Ordinary and Extraordinary Shareholders General Meeting of April 25, 2013 Shareholders agreement between GBL group and Kyriacopoulos Familly. 7 November 5, 2014

8 Imerys and S&B combination: Accelerating development, strengthening core business, creating value An acquisition fully in line with strategy to foster development and innovation S&B: a strong leader with a proven record for profitable growth A value creative combination Balance sheet strength allowing Imerys to pursue development strategy 8 November 5, 2014

9 Imerys 154 rue de l Université F Paris + 33 (0) Analysts / Investors contact Pascale Arnaud + 33 (0) pascale.arnaud@imerys.com