Cash offer for Cardo. Johan Molin, President & CEO Tomas Eliasson, CFO

Transcription

1 Cash offer for Cardo Johan Molin, President & CEO Tomas Eliasson, CFO 1

2 Investor presentation disclaimers Forward-looking Statements Information set forth in this presentation may contain forward-looking statements. These statements are not guarantees of future performance and are subject to inherent risks and uncertainties. Forward-looking statements include, but are not limited to, statements about the expected future business of ASSA ABLOY AB resulting from and following the offer. These statements reflect ASSA ABLOY AB s current expectations based upon information currently available to it and are subject to various assumptions, as well as risks and uncertainties that may be outside of the control of ASSA ABLOY AB, including but not limited to the effect of changes in general economic conditions, the level of interest rates, fluctuations in product demand, competition, technological change, employee relations, planning and property regulations, natural disasters and the potential need for increased capital expenditure (such as resulting from increased demand, new business opportunities and deployment of new technologies). Actual results could differ materially from those expressed or implied in such forward-looking statements. Any such forward-looking statements speak only as of the date on which they are made and ASSA ABLOY AB has no obligation (and undertakes no such obligation) to update or revise any of them. Offer Restrictions The offer is not being made to persons whose participation in the offer requires that an additional offer document is prepared or registration effected or that other measures are taken in addition to those required under Swedish law. In particular, the offer is not being made, directly or indirectly, by use of mail or any other means or instrumentality in or into Australia, Canada, Japan, New Zealand or South Africa, and the offer cannot be accepted by any such use, means, instrumentality or facility of, or from within Australia, Canada, Japan, New Zealand or South Africa. Accordingly, this presentation and any related offer documentation are not being and should not be mailed or otherwise distributed, forwarded or sent in or into Australia, Canada, Japan, New Zealand or South Africa. Additional Information For full information on the terms of the offer, the contents of and background to the offer and the offer restrictions, please refer to the offer announcement.

3 Cash offer for Cardo ASSA ABLOY has reached agreements with the largest shareholders of Cardo, representing 63.6% of the shares, to acquire their shares in Cardo A public offer is announced today with SEK 420 per share for the remaining shares The Board of Directors of Cardo has unanimously recommended the offer Cardo Entrance Solutions is a good fit with ASSA ABLOY s division Entrance Systems and together they will be able to offer a complete range of products within Entrance Automation ASSA ABLOY will investigate strategic options for Cardo s other operations which do not fit in with ASSA ABLOY s long term strategy, including a potential divestment

4 Strategic rationale The acquisition is a step in ASSA ABLOY s strategic ambition to grow the entrance automation business The acquisition strengthens ASSA ABLOY s product offering as a leading supplier of complete solutions within Entrance Automation ASSA ABLOY leverages its global organization and distribution network to expand and further develop the operations in Cardo Entrance Solutions Large synergies in sales, services and product offering, but also cost synergies within manufacturing, purchasing, distribution Cardo Entrance Solutions constitutes a platform for further growth in the broader entrance automation space

5 Future Entrance Systems division Entrance Systems Sales BSEK 8.8 EBIT 12.5% Ditec/Entrematic Indirect Industrial doors Direct Automatic doors Direct Sales BSEK 0.9 EBIT 8% (Ditec and Entrematic) Sales BSEK 4.6 EBIT 11% 1) (Cardo) Sales BSEK 3.3 EBIT 17% (Entrance Systems) (Agta Record Sales 2.0 BSEK, 38%) 1) Adjusted for items affecting comparability of BSEK 0.1

6 ASSA ABLOY Entrance Systems in brief Sales of 4,200 MSEK 2,800 employees Sales companies in about 30 countries Authorized distributors in more than 50 countries Production/assembly in Sweden, Czech Republic, Italy, Portugal, Korea, China, USA and Canada Headquarters in Landskrona, Sweden

7 ASSA ABLOY Entrance Systems A true success story Sales MSEK Ditec Agta Record Revolving Doors Sliding Doors Service Sales Swing Doors AAES Turkey Besam Portugal Besam Cheil Besam South Africa Besam Norway Besam Korea Besam HongKong Besam New Zeeland Doorman Besam Canada EntreMatic AB Besam Slovakia Besam China Besam Australia Besam Export AB Besam Production AB Besam Russia Besam Portugal Besam Poland Besam Japan Faiveley, France Besam Czech Republic Besam Hungary Entré-Matic AB Besam Belgium Besam Spain Besam Italy Besam Malaysia Besam Security Besam Switzerland Besam Singapore Besam Finland Besam Sweden (Sales) NJAD (USA-distributor) Besam France Besam USA Besam Netherlands Besam Austria Besam Germany Besam Great Britain Besam Denmark Besam AB

8 The Acquisition of Ditec 2009 moved ASSA ABLOY into Entrance Automation Roller Shutters Entrance Control Roller Shutters Entrance Control Window Automation Entrance Automation Market Pedestrian Doors Window Automation Entrance Automation Market Pedestrian Doors Traffic& Vehicle Industrial Doors Traffic & Vehicle Industrial Doors Before Going forward

9 Expansion in two dimensions: direct & indirect business Strategic rationale Recent cases Direct model Acquisitions to complement direct selling model End-user focus System sales, customized solutions Service Global key accounting Geographical gaps Indirect model Acquisitions to complement distributor sales channel Distribution market focus Fill product gaps Geographical/market expansion

10 Entrance Automation shows attractive growth & returns Automatic Doors Industrial doors Gate automation Total Market size ~2-2.5 bn ~8-10 bn ~3-4 bn ~15bn Of which Europe Observed growth rates Typical EBITDA marg ~1 bn ~5-6 bn ~1.5-2 bn ~8-9 bn -5 to +10% -25 to +15% -10 to +25% 5-20% 5-15% 10-25%

11 8,100 MSEK Sales 4.6 BSEK EBIT 11% 1) Service share 45% 3.2 BSEK 0.3 BSEK Cardo is a leading supplier of industrial doors and logistics systems, wastewater treatment systems, process equipment for the pulp and paper industry and garage doors 1) Adjusted for items affecting comparability of BSEK 0.1

12

13

14

15 ASSA ABLOY Entrance Automation Products for all door opening applications Industrial applications Residential applications Industrial Doors Swing Doors Sliding Doors Entrance Garage Doors Garage Doors Commercial applications Sliding Doors Revolving Doors Garage Doors

16 Service operations Large service synergies Global key accounting Complete service offering More than 2,000 mobile technicians 45% of turnover aftermarket related Bolt on service companies Large potential in emerging markets

17 Cardo going forward Intention is to grow and develop Cardo s business Global key accounting and bolt on service Increase investments in R&D, new products The company has gone through the recession in a good way and is now ready for growth ASSA ABLOY always make use of talent and management in acquired companies

18 Future Entrance Systems division Entrance Systems Sales BSEK 8.8 EBIT 12.5% Ditec/Entrematic Indirect Industrial doors Direct Automatic doors Direct Sales BSEK 0.9 EBIT 8% (Ditec and Entrematic) Sales BSEK 4.6 EBIT 11% 1) (Cardo) Sales BSEK 3.3 EBIT 17% (Entrance Systems) (Agta Record Sales BSEK 2.0, 38%) 1) Adjusted for items affecting comparability of BSEK 0.1

19 Financing & time table Tomas Eliasson, CFO 19

20 Financial effects for ASSA ABLOY ASSA ABLOY Cardo Combined BSEK 2009 Jan-Sep Jan-Sep Jan-Sep 2010 Sales EBIT 5.4 1) ) 0.5 3) 6.2 4) 4.9 4) EBIT margin (%) Net Debt ) ) Average no. of employees 29,375 37,249 5,599 5,337 34,974 42,586 1) Excluding items affecting comparability of approximately BSEK 1.0 2) Excluding items affecting comparability of approximately BSEK 0.2 3) Excluding items affecting comparability of approximately BSEK 0.1 4) Not adjusted for amortizations of any excess value that arises in connection with the acquisition 5) Combined net debt for both companies at end of period including total offer consideration for 100% of the shares in Cardo

21 Financing Financing Committed bridge facility from SEB of BSEK 14 done BSEK 14 bridge to be resettled during 2011, mainly on capital markets Covers Cardo and other acquisitions Key ratios Total net debt BSEK ) and gearing around 110% Net debt / LTM EBITDA 2.8 2) Equity ratio 36% Key debt ratios will improve fast due to strong and stable cash flow 1) Combined net debt for both companies at end of period including total offer consideration for 100% of the shares in Cardo 2) EBITDA adjusted for items affecting comparability of BSEK 1

22 The offer Offer price of SEK 420 per share The total value of the offer amounts to approximately BSEK 11.3 Premium of 48 percent compared to the latest closing (December 10) Offer subject to regulatory approvals

23 Preliminary timetable ASSA ABLOY announces public offer 13 December 2010 Offer document published 1 February 2011 Acceptance period 4-25 February 2011 Payment to shareholders 7 March 2011

24 Q&A 24