DANFOSS LAUNCHES A VOLUNTARY RECOMMENDED PUBLIC TENDER OFFER FOR ALL SHARES IN VACON 12 September 2014 PRESENTERS Panu Routila Chairman of the Board of Directors of Vacon Plc Niels B. Christiansen President & CEO of Danfoss A/S Vesa Laisi President and CEO of Vacon Plc Sebastian Linko Director, Corporate Communications and Investor Relations at Vacon Plc
Disclaimer The content of this presentation contains time-sensitive information that is accurate as of the time hereof. A number of forward-looking statements will be made during this presentation. Forward-looking statements are any statements that are not historical facts. These statements are based on current decisions and plans and currently known factors. They involve risks and uncertainties which may cause the actual results to materially differ from the results currently expected by Vacon. If any portion of this presentation is rebroadcast, retransmitted or redistributed at a later date, Vacon will not be reviewing or updating the material that is contained herein. 1
Vacon at a glance Vacon was founded in 1993, over 20 years ago, in Finland During the years, Vacon has built one of the industry's best product portfolios Ability to commercialize its technological innovations which has attracted customers from various industries A great industrial success story, even globally speaking Today, Vacon is a focused international AC drives company and stronger than ever 1,600 people worldwide 5 factories and R&D centers 31 sales companies 2
Strategy, Market and Consolidation The drives market is one of the best industrial growth markets and Vacon is one of the most successful companies in that business Impressive growth and profitability Extremely sustainable business Delivering substantial energy savings globally Vacon launched its new vision the Drives Family and its new growth strategy in November 2013 The Board of Directors is still fully supportive of Vacon s growth strategy The strategy is based on organically growing the business, clearly faster than the market growth The Board of Directors and the management expect consolidation in the drives market in the years to come Our companies represent a perfect match and together we are stronger This deal is driven by the ambition to grow and challenge the market leaders 3
Vacon Board of Directors view on the transaction The Board of Directors unanimously decided to recommend the shareholders to accept the Offer The Board of Directors has considered various alternatives and assess the combination to be the best leverage of Vacon competences and therefore be in the best interest of the shareholders to accept the offer By joining forces, the two companies will create a Nordic based, global player a new drives business with the clear ambition to build a leading position in the drives market The Tender Offer is also largely supported by key investors and founders, representing 14.32% of shares outstanding 4
Attractive valuation to shareholders Tender Offer price of EUR 34.00 per share corresponding to aggregate equity purchase price of approx. EUR 1,038 million and enterprise value of approx. EUR 1,041 million In relative terms, the Tender Offer is very attractive 2014E EV/EBITDA of 16.5x 2014E EV/EBIT of 21.2x 2014E P/E of 29.0x 5
EUR Attractive premiums to historical share prices Current share price is very close to all-time high (EUR 31.4, 17/01/2014) Attractive premiums to historical share prices 19.0% to the VWAP during last three months 20.3% to the VWAP during last twelve months 34,0 30,0 26,0 22,0 18,0 14,0 Share Price and Volume last five years +131% +33% 10,0 Sep-09 Mar-10 Sep-10 Mar-11 Sep-11 Mar-12 Sep-12 Mar-13 Sep-13 Mar-14 Sep-14 Vacon OMX Helsinki Capped 6
Danfoss at a glance About Danfoss Meets the growing need for infrastructure, food supply, energy efficiency and climate-friendly solutions by engineers technologies that enables the world of tomorrow to do more with less Products and services are used in areas such as refrigeration, HVAC, motor control and mobile machinery, but Danfoss is also active in renewable energy and district heating Privately held by founding family, dates back to 1933 and is today a world-leader Key Facts 1 Sales EUR ~4.5bn EBIT margin 10.8% Employees ~ 22,500 Factories 59 in 18 countries Sales companies 58 in 46 countries Jesper V. Christensen Executive vice president & CFO Climate and energy Refrigeration & air conditioning controls Power electronics VLT Drives Power electronics VLT Silicon Drives Power Inverters Silicon Power for Wind Inverters for Wind Heating solutions Commercial compressions District energy Executive committee Niels B. Christiansen President & CEO Kim Fausing Executive vice president & COO Power solutions Hydrostatics Work function Controls Stand-alone Note: (1) 2013 figures 7
Danfoss Power Electronics Division Key facts Drives is the largest product business within Danfoss group Global presence with ~ 3,300 employees Production, R&D and centers of excellence in Denmark, USA, China, Germany and India Sales and service through fully owned sales companies and independent partners Position Product oriented AC drives company ~8% market share Strong position in low power applications Strong position in Food & Beverage and Building Automation applications Strong position in direct sales to OEMs and contractors 8
The match between Vacon and Danfoss Dedicated pure players within the drives business Complementary competencies and technologies Well managed companies with common agenda and focus Continuation of strong development together in a market where scale and innovation is becoming increasingly important Benefits for investors, customers and employees 9
Combination rationale Nordic based global player with a very strong foundation Strong global player in AC Drives supporting the fundamental pure player strategy Combine exceptional and supplementary segment positions Improve the OEM and contractors sales channels Improve geographical presence in China, APAC and the US Strengthen R&D capabilities through scale and joint competences Combine forces to reach critical size and resources to fully leverage growth potential 10
Customer value proposition A combination will provide the AC Drives customers with a unique value proposition A winning product-oriented AC Drives specialist with a strong global position A unique Nordic Power Electronics/AC Drives company, strongly founded on the basis of globally leading power electronics centers of excellence in Finland and Denmark A highly skilled, AC drives focused sales and service organization in 31 countries servicing and developing a balanced customer portfolio with strong positions at system integrators and OEMs Broad segment coverage with strong positions in all major core AC Drives segments Strong global R&D and manufacturing footprint across three continents Opportunities for further profitable growth within power electronics solutions for especially wind turbine 11
Key dates Announcement of Tender Offer Friday 12 September 2014 Publication of Offer Document (on or about) Wednesday 24 September 2014 Offer Period commences (on or about) Monday 29 September 2014 12
Q&A 13