Acquisition of RENergy. May 2015

Transcription

1 Acquisition of RENergy May 2015

2 Disclaimer The information in this presentation has been prepared by China Ming Yang Wind Power Group Limited ( MY or the Company ) solely for information purposes in connection with its recent acquisition of Tianjin Renergy Electrical Co., Ltd. and its subsidiary (collectively RENergy ) through the acquisition of the equity interests in RENergy s holding company. The information presented or contained in this presentation may be subject to change without notice. This presentation contains statements that constitute forward-looking statements. These statements constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of These forward-looking statements can be identified by terminology such as will, expects, anticipates, future, intends, plans, believes, estimates, target, goal, strategy and similar statements. Such statements are based upon management s current expectations and current market and operating conditions, and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond MY s control, which may cause the Company s actual results, performance or achievements to differ materially from what is stated or may be implied in the forward-looking statements. Further information regarding these and other risks, uncertainties or factors is included in the Company s filings with the U.S. Securities and Exchange Commission. The Company or any of its affiliates, shareholders, directors, employees, agents, advisors or representatives has no obligation and does not undertake to revise or update any forward-looking statements as a result of new information or to reflect future events or circumstances, except as required under applicable laws. This presentation speaks as of May 22,2015. Neither the delivery of this presentation nor any further discussions of the Company or any of its affiliates, shareholders, directors, employees, agents, advisors or representatives with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since that date. This presentation is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the Company and management, as well as financial statements. The information contained herein includes estimates which are based on MY s and RENergy's current order books and their current views and estimates on their current operating and market conditions, their current business plans and customer demand. Please note that these projections are subject to change and changes may be material. There are also no guarantee that the benefits of synergy can be achievable or realized. EBITDA refers to earnings before net finance expense, income tax expense/(benefit) and depreciation and amortization. EBIT refers to earnings before net finance expense, income tax expense/(benefit). EBITDA and EBIT are used by MY s management to evaluate the acquisition of RENergy and are for illustration purpose in this presentation only. In addition, the unaudited pro forma information contained herein is presented on a basis of simple combination of 2015 full year estimates of MY and RENergy with only eliminations of intercompany revenue, but a number of other intercompany eliminations normally required under International Financial Reporting Standards, or IFRS, or other generally accepted accounting principles, e.g. unrealized profits inventories, have not been taken into account. The unaudited pro forma information is presented as if the acquisition of RENergy had completed on January 1, The pre-deal financial projections of MY have been prepared by management using IFRS but it is not intended to fully comply with IFRS because it does not present all of the financial information and disclosures required by IFRS. The pre-deal and post-deal financial projections and the unaudited pro forma information of RENergy is not prepared in accordance with IFRS or other generally accepted accounting principles and therefore does not represent or illustrative the consolidated financial conditions of MY after acquisition of RENergy. The actual consolidated financial conditions may be materially different from the pro forma information contained herein. 2

3 Contents 1 Target Company RENergy at a glance Economic Benefits Nationwide Service Network Financial Overview 8 2 Transaction Consideration and MY s Shareholding Professional Parties 11 3 Synergy Analysis Business Synergies Post Deal Analysis ProForma Financial 15 3

4 Target Company

5 Target company RENergy at a glance RENergy China s largest supplier of three core WTG components Founded in 2008 Headquartered in Tianjin, China with two production plants 550 staff and 165 R&D personnel 2GW+ products being used in 120+ wind farms globally 9 trademarks and 130 patents Certificates of CE, CGC, LVRT, EMC Main control system, Pitch control system & Converter The only company in China that provides total electrical control solutions SCADA monitoring system, Remote access control & Intelligent Micro Power Grid Aiming to bring economic benefits to customers 5

6 Target company Economic Benefits Main Control, Pitch Control & Converter SCADA system & Intelligent Micro Power Grid Adaptability Reliability Emergency response boosts utilization hours Monitoring System Remote Access Control Intelligent Micro Power Grid Adaptable to different environments High quality results in increased utilization hours and minimized maintenance costs Utilization Hours Remote control reduces operation costs A supplemental way to traditional power grid Smart control increases power generation MY: Tender Winning Customer: Maintenance costs Customer: Power Generation Customer: Operation Costs Customer: Overall Efficiency Benefits to customers Benefit to MY 6

7 Target company Nationwide Service Network Sufficient stock Spare parts inventory 9 regional services centers 24-hour service team Response to any customer requests within 12 hours 24/7 technical support

8 Target company Financial Overview (RMB million) Revenue (RMB million) Gross Profit % 30.0% 33.6% (RMB million) EBITDA (RMB million) Gross Profit (RMB'm) Gross Profit Margin (%) Net Profit 20.0% 11.1% 12.1% 12.1% % 5.6% Net Profit (RMB'm) Gross Profit Margin (%) Net Profit (RMB'm) Gross Profit Margin (%) Note: the unaudited figures for RENergy are extracted/derived from the financial and tax due diligence reports issued by Grant Thornton and RENergy s PRC GAAP financial statements 8

9 Transaction

10 Transaction Overview Consideration and MY s Shareholding Consideration (RMB in mm, execpt per share data) Cash Consideration Stock Consideration Total Consideration Price Premium New Share Issue Price $ D VWAP $ % 60D VWAP $ % 90D VWAP $ % Mingyang Stock Price (USD) $3.49 Mingyang Stock Price (RMB) Stock Consideration (RMB) No. of Mingyang Stock to be Issued 28.9 Mingyang's Shares Outstanding Pre Deal New Issue as % of Shares Outstanding 23.1% Mingyang's Shares Outstanding Post Deal Shareholding (million shares)/shareholding percentage Pre deal Post deal Mr. Zhang % % Senior Management of MY % % Other Shareholders % % Total shares % % The price for new shares to be issued as the stock consideration in the transaction is US$3.49, which is at premiums of 5.9%, 14.5% and 19.6% over the 30-day, 60- day and 90-day VWAP respectively Upon completion of the acquisition, together with his wife Mrs. Zhang, Chairman Mr. Zhang Chuanwei s shareholdings in Ming Yang has increased to 33.5% reflecting his long-term confidence in Ming Yang s business outlook 10

11 Transaction Overview Professional Parties Ming Yang Ming Yang Independent Committee Financial Advisor US Legal counsel PRC Legal counsel Financial Due Diligence Auditor Notes: In view of Chairman Mr. Chuanwei Zhang s material interest in RENergy, Ming Yang s Board of Director and Audit Committee have agreed to assemble an independent committee to review the acquisition. The independent committee engaged Duff & Phelps as the financial advisor to provide a fairness opinion on valuation of RENergy. RENergy s financial results will be subject to audit by KPMG, Ming Yang s auditor, for annual report purposes. 11

12 Synergy Analysis

13 Synergy Analysis Business Synergies Sales synergies MY can provide fully customized, differentiated products to customers with RENergy s electrical systems design capabilities MY can extend services to wind farm smart operation and technical upgrade RENergy will gain access to more working capital for business development with MY s credit facilities, which is essential in China s business environment Integration concept MY can fine-tune all WTG components including blades, electrical systems, generators, towers and gear boxes, providing the best solution for each individual customer at lower costs A further step for Ming Yang towards a wind power total solution provider Cost synergies Minimizing procurement costs by integrating material purchase process and inventory management Saving from R&D related operations due to less headcount required after consolidation of R&D activities and removal of duplicate testing processes Reducing finance costs as RENergy can enjoy a lower interest rate under MY s credit 13

14 Post Deal Analysis

15 Post Deal Analysis ProForma Financial (2014) 2014 Pro-forma Financials Pre Deal Post Deal Mingyang (RMB in million except %) standalone Renergy Standalone Consolidated Increased Increased% Revnue 5, , % Gross Profit , % % margin 13.8% 33.6% 17.5% 839.1% EBITDA % % margin 6.4% 19.9% 8.6% 498.5% EBIT % % margin 4.7% 17.9% 6.6% 446.5% (Adjusted) Net Income % % margin 3.9% 11.1% 5.1% 278.7% The above information includes estimates which are based on MY s and RENergy's current order books and their current views and estimates on their current operating and market conditions, their current business plans and customer demand. Please note that these projections are subject to change and changes may be material. There are also no guarantee that the benefits of synergy can be achievable or realized. EBITDA refers to earnings before net finance expense, income tax expense/(benefit) and depreciation and amortization. EBIT refers to earnings before net finance expense, income tax expense/(benefit). EBITDA and EBIT are used by Ming Yang management to evaluate the acquisition of RENergy. In addition, the above unaudited pro forma information is presented on a basis of simple combination of 2015 full year estimates of MY and RENergy with only eliminations of intercompany revenue, but a number of other intercompany eliminations normally required under International Financial Reporting Standards, or IFRS, or other generally accepted accounting principles, e.g. unrealized profits inventories, have not been taken into account. The unaudited pro forma information is represented as if the acquisition of RENergy had completed on January 1, The pre-deal financial projections of MY have been prepared by management using IFRS but it is not intended to fully comply with IFRS because it does not present all of the financial information and disclosures required by IFRS. The pre-deal and post-deal financial projections and the unaudited pro forma information of RENergy is not prepared in accordance with IFRS or other generally accepted accounting principles and therefore does not represent or illustrative the consolidated financial conditions of MY after acquisition of RENergy. The actual consolidated financial conditions may be materially different from the above pro forma information. Adjusted net income is used by MY management solely to evaluate the acquisition of RENergy. The presentation of adjusted net income should not be construed as an indication that our future results will be unaffected by other charges and gains we consider to be outside the ordinary course of our business. 15

16 Post Deal Analysis ProForma Financial (2015) 2015 Financial Projection Pre Deal Post Deal (RMB in million except %) MY standalone Renergy Standalone Renergy ProFoma Synergy Consolidated Increased Increased% Income Steatment Revnue 7, , % Gross Profit , % % margin 13.8% 33.2% 33.9% 17.2% 597.2% EBITDA % % margin 6.2% 19.7% 20.7% 8.3% 364.5% EBIT % % margin 4.5% 17.3% 18.3% 6.4% 322.2% Net Income % % margin 4.3% 10.5% 13.8% 5.7% 243.6% The above information includes estimates which are based on MY s and RENergy's current order books and their current views and estimates on their current operating and market conditions, their current business plans and customer demand. Please note that these projections are subject to change and changes may be material. There are also no guarantee that the benefits of synergy can be achievable or realized. EBITDA refers to earnings before net finance expense, income tax expense/(benefit) and depreciation and amortization. EBIT refers to earnings before net finance expense, income tax expense/(benefit). EBITDA and EBIT are used by Ming Yang management to evaluate the acquisition of RENergy. In addition, the above unaudited pro forma information is presented on a basis of simple combination of 2015 full year estimates of MY and RENergy with only eliminations of intercompany revenue, but a number of other intercompany eliminations normally required under International Financial Reporting Standards, or IFRS, or other generally accepted accounting principles, e.g. unrealized profits inventories, have not been taken into account. The unaudited pro forma information is represented as if the acquisition of RENergy had completed on January 1, The pre-deal financial projections of MY have been prepared by management using IFRS but it is not intended to fully comply with IFRS because it does not present all of the financial information and disclosures required by IFRS. The pre-deal and post-deal financial projections and the unaudited pro forma information of RENergy is not prepared in accordance with IFRS or other generally accepted accounting principles and therefore does not represent or illustrative the consolidated financial conditions of MY after acquisition of RENergy. The actual consolidated financial conditions may be materially different from the above pro forma information. The anticipated synergies in terms of increase in gross profit margin rate and/or reduction in various costs are expected to become more observable and gradually realized in the year of