Joining forces with. Hamburg, 5 October 2015

Transcription

1 Joining forces with Hamburg, 5 October 2015

2 AGENDA Key facts of the acquisition Acciona S.A. / Acciona Windpower at a glance Key elements of the acquisition Strategic rationale Main areas of value creation Next Steps / Summary 2

3 MANAGEMENT SUMMARY Merger of two ambitious and fast growing wind OEMs Combined installation volume of around 2.8 GW in 2015e Strong global sales reach Markets, customers and technology highly complementary Backed by the Acciona Group as strategic shareholder Establishing a global player with the clear ambition to become a TOP 5 OEM 3

4 MANAGEMENT SUMMARY Business Combination Agreement (BCA) signed on October 4th 2015 Closing subject to customary conditions including the approval of antitrust authorities Purchase price EUR 785 mn payable in: 16.1 mn new shares at EUR 26 per share out of the company s authorized capital EUR 366 mn cash component Acciona Group new strategic industrial shareholder of Nordex Acciona Group as potential new client for further growth of combined company Nordex and Acciona Windpower actively shaping their own future 4

5 MANAGEMENT SUMMARY Continuity in Nordex management board: CEO and CFO from Nordex COO and CSO from AWP (currently acting at top management level of AWP) Two-tier board system remains. Mr. Jan Klatten remains on Nordex supervisory board Headquarter in Hamburg with parent factories in Rostock Pamplona and Madrid remain important hubs Nordex and Acciona Windpower actively shaping their own future 5

6 AGENDA Key facts of the acquisition Acciona S.A. / Acciona Windpower at a glance Key elements of the acquisition Strategic rationale Main areas of value creation Next Steps / Summary 6

7 ACCIONA GROUP AT A GLANCE IBEX 35 -listed company based in Spain Market capitalization of around EUR 4 bn Sales of around EUR 6.5 bn Largely family-owned company: majority of the shares held by the Entrecanales family; in charge since a merger in 1997; original founder of root company in 1930s Key business segments renewable energy, infrastructure and water one of the foremost Spanish companies Key subsidiary Acciona Energia holds a renewable asset portfolio of 8.5 GW, thereof >7 GW wind and is one of the biggest owners of wind assets in the world Sustainable development as a cornerstone of the business Subsidiary Acciona Energia #5 global renewable operator 7

8 FACTS AND FIGURES OF ACCIONA WINDPOWER AWP founded in 1999 Track record of more than 6 GW in 18 countries Wholly owned subsidiary of Acciona S.A. Product range: 3.0 MW WTG for IEC I-III Production footprint: ES, BRA, US*, IN** Turbine assembly, blade manufacturing, concrete tower plants Core markets: BRA, MX, RSA, US R&D with focus on reducing Cost of Energy (CoE), concrete tower Key figures: Revenue 2014 EBITDA 2014 EUR 717 mn EUR 43.5 mn Employees ~1, e: revenues of EUR 1 bn with an EBIT margin of 6-7% * Mothballed ** planned 8

9 AGENDA Key facts of the acquisition Acciona S.A. / Acciona Windpower at a glance Key elements of the acquisition Strategic rationale Main areas of value creation Next Steps / Summary 9

10 KEY ELEMENTS OF THE ACQUISITION: ACCIONA TO BECOME NEW MAJOR SHAREHOLDER OF NORDEX SE Transaction process After transaction Free float SKion/ momentum 64.4% 22.79% Cash 12.9mn Nx shares Free float Acciona SKion/ momentum 64.4% 29.9% 5.7% Nordex 100% Cash 16.1mn new NX shares Acciona 100% Nordex 100% AWP AWP Cash consideration Cash consideration Share holding relation Nordex acquires 100 % of Acciona Windpower shares Acciona S.A. to become new major shareholder of Nordex SE Stand still agreement: Acciona pledges a period of three years not to purchase direct or indirect voting rights in Nordex SE and thereby increase its share in Nordex SE to 30% or more SKion/momentum remains shareholder of Nordex with 5.7% 10

11 KEY ELEMENTS OF THE ACQUISITION: CAPITAL INCREASE AGAINST CONTRIBUTION IN KIND PLUS CASH Purchase price (enterprise value of AWP, cash & debt free) 1 Acquisition of AWP by Nordex 16,6% Acciona EUR 785m 19,0% 64,4% New Shares Cash* Freefloat SKion/momentum 16.1m new shares Share price of EUR <EUR 366 m 2 SKion/momentum sells shares to Acciona S.A. Use of already authorized capital 29,9% Acciona 17,8% Freefloat 64,4% 5,7% SKion/momentum *Cash payment can vary and is depending on the cash-/debt balance at closing date 11

12 KEY ELEMENTS OF THE ACQUISITION: THOUGHTS ON FINANCING OF THE CASH COMPONENT Financing of the cash components (EUR 366 mn) Financing plan for the cash component of the transaction: Liquid funds, Bond issuance, or Other alternative financing instruments Pro-forma leverage <2 expected for combined company 12

13 KEY ELEMENTS OF THE ACQUISITION: ENHANCEMENT OF CORPORATE GOVERNANCE STRUCTURE Corporate governance structure Nordex remain headquartered in Hamburg Nordex will continue to be organised as a German two-tier Societas Europae (SE) with a Management Board and a Supervisory Board Acciona Group represented by two members on the Supervisory Board taking into account their shareholding in Nordex Principle of 2/3 independent members in the supervisory board for the next five years agreed Management structure Nordex Management Board to be extended by two further members currently being at top management level of AWP Lars Bondo Krogsgaard (CEO) and Bernard Schäferbarthold (CFO) stay in current positions Continuity in corporate and management structure 13

14 CFO KEY ELEMENTS OF THE ACQUISITION: ENHANCEMENT OF CORPORATE GOVERNANCE STRUCTURE Two-tier SE ( Vorstand and Aufsichtsrat ) CEO SKion Management Board CSO Supervisory Board COO Executive Committee CEO Lars Bondo Krogsgaard COO Deputy CEO José Luis Blanco CFO Bernard Schäferbarthold CSO Patxi Landa (independent) members Acciona group represented with two members Management board with around 50 years of experience in the wind industry 14

15 AGENDA Key facts of the acquisition Acciona S.A. / Acciona Windpower at a glance Key elements of the acquisition Strategic rationale Main areas of value creation Next Steps / Summary 15

16 STRATEGIC RATIONALE: WHY DO THIS ALL? 3-5 years trend Wind market is developing globally Growth is shifting to emerging markets Underlying tariff systems changing towards market based auction systems LCoE is the key driver Competitive dynamics are changing Combination of Nordex and AWP mitigates future market risks and enables growth 16

17 Product Breadth STRATEGIC RATIONALE: SIZE BECOMES A CRITICAL SUCCESS FACTOR IN THE WIND INDUSTRY Market environment with big customers, local content requirements and auctions favouring larger players Increasing presence of Chinese OEMs in emerging markets expected Geographic Scope Nordex and AWP can actively shape their own future 17

18 AGENDA Key facts of the acquisition Acciona S.A. / Acciona Windpower at a glance Key elements of the acquisition Strategic rationale Main areas of value creation Next Steps / Summary 18

19 Nordex AWP STRONG FIT BETWEEN THE COMPANIES Minimal overlap, no cannibalization MARKET CUSTOMER PRODUCT TECHNOLOGY FOCUS FOCUS FOCUS FOCUS Emerging Big utilities / Projects without Concrete Markets IPPs land constraints Towers A STRONGER AND MORE Europe Small & mid-sized customers Complex and land constrained projects Blades COMPETITIVE COMPANY = = = = TRULY GLOBAL BROAD CUSTOMER BASE DIFFERENT PROJECTS COMPLEMENT. TECHNOLOGIES Employee Meeting Nordex SE 6 October

20 MAIN AREAS OF VALUE CREATION: LARGE REGIONAL PRESENCE AROUND THE GLOBE 1 High degree of regional penetration Nordex Global reach: Regions highly complementary AWP FOCUS ON EUROPE FOCUS ON EMERGING MARKETS >80% of business >70% of business Total addressable market >80% (excl. China) 20

21 BROAD CUSTOMER BASE 2 Complementary customer focus Nordex Together: Serving different customer segments AWP SMALL & MID-SIZED CUSTOMERS Nordex Small cust. Reg. Utilities, Financial IPP* Developer AWP BIG UTILITIES & IPP (incl. Acciona Energia) Typical deal: MW Big Utilities & IPP Typical deal: 100MW Extra benefit: Strategic alliance with Acciona Energia 21

22 CAPABILITY TO SERVE DIFFERENT PROJECTS 3 Complementary product focus Nordex Together: Winning in very different markets AWP Dealing with RESTRICTIONS & LAND CONSTRAINTS Typical project: Noise restricted sites Projects with NO LAND CONSTRAINTS Typical project: 100MW in emerging markets Solutions to serve customer need around the globe 22

23 COMPLEMENTARY TECHNOLOGIES 4 Combining valuable experience in blade design and tower manufacturing Nordex Together: Broad technology portfolio AWP BLADE TECHNOLOGY Carbon fibre Low noise level incl. Anti-Icing System (AIS) CONCRETE TOWER design with on-site manufacturing Technology assets in blades and towers as key levers for LCoE reduction 23

24 FORMING A MAJOR PLAYER IN WIND Global footprint* GER 2x Active N+B US (Iowa) Mothballed N ES 3x Active N+B IND Planned N CN 2x Mothballed N+B BRA Active N Core Markets N: Nacelle Manufacturing Manufacturing Site B: Blade Manufacturing *tower design with on-site manufacturing not displayed Good geographic fit for production purposes 24

25 AGENDA Key facts of the acquisition Acciona S.A. / Acciona Windpower at a glance Key elements of the acquisition Strategic rationale Main areas of value creation Next Steps / Summary 25

26 NEXT STEPS: TIMELINE OF THE TRANSACTION PROCESS th October October- December 1st January February/ March May Signing of BCA by Nordex and Acciona Ad-hoc announcement Press release Start of antitrust approval process Start of PMI roadmap Broad communication to major stakeholders Date of economic effectiveness Expected merger clearance Closing of the acquisition Capital increase Start of PMI activities / implementation Nordex AGM CMD and investor road shows 26

27 NEXT STEPS: SMOOTH INTEGRATION OF TWO COMPLEMENTARY COMPANIES IN THE WIND INDUSTRY Merger of streamlined companies with only small overlaps No need for major restructuring Nordex keeps it organisational structure Headquarter in Hamburg Factories in Rostock Pamplona and Madrid remain important hubs Joint management team consists of four members (two from Nordex and two from AWP) and an extended Executive Committee Integration management office (PMI) to be established as a new staff function to secure smooth integration with low impact on daily business Perfect fit of AWP and Nordex enables large potential of value creation 27

28 SUMMARY: FORMING A MAJOR PLAYER IN WIND Significant size from day 1 ambitious mid-term target 2015E KEY FIGURES TARGET Order Intake bn 1.2bn Sales bn 1.0bn Establish Nordex and EBIT Margin 5-6% 6-7% Acciona Windpower as a global TOP 5 Track record >12 GW >6 GW company Employees ~3,000 ~1,400 28

29 PROMISING OUTLOOK TO ESTABLISH A TOP 5 OEM Ambition to become a TOP 5 player: Strong global presence and production footprint Continuous growth Sustainable position in mature and emerging markets Strong synergies to capture new business, leverage cost savings potential, increased purchasing power and utilize production footprint Acciona S.A. as strategic industrial anchor shareholder to shape Nordex and AWP s future in an attractive but highly competitive market surrounding Further details to be presented on Nordex upcoming Capital Markets Day (Frankfurt/Main, 12 th November) 29

30 DISCLAIMER This presentation was produced in October 2015 by Nordex SE solely for use as a source of general information regarding the economic circumstances and status of Nordex SE. It does not constitute an offer for the sale of securities or an invitation to buy or otherwise acquire securities in the Federal Republic of Germany or any other jurisdiction. In particular it is not intended to be an offer, an investment recommendation or a solicitation of an offer to anyone in the U.S., Canada, Japan and Australia or any other jurisdiction. This presentation is confidential. Any reproduction or distribution of this presentation, in whole or in part, without Nordex SE s prior written consent is expressly prohibited. This presentation contains certain forward-looking statements relating to the business, financial performance and results of Nordex SE and/or the industry in which Nordex SE operates, these statements are generally identified by using phrases such aim, anticipate, believe, estimate, expect, forecast, guidance, intend, objective, plan, predict, project, and will be and similar expressions. Although we believe the expectations reflected in such forward-looking statements are based upon reliable assumptions, they are prepared as up-to-date and are subject to revision in the future. We undertake no responsibility to update any forwardlooking statement. There is no assurance that our expectations will be attained or that any deviations may not be material. No representation or warranty can be given that the estimates, opinions or assumptions made in, or referenced by, this presentation will prove to be accurate. 30

31 THANK YOU FOR YOUR ATTENTION. Nordex SE Ralf Peters Oliver Kayser Rolf Becker Head of Corporate Communications Senior Manager Investor Relations Junior Manager Investor Relations Langenhorner Chaussee 600, Hamburg, Germany Phone: +49 (0) Fax: +49 (0) NDX1 ISIN: WKN: DE000A0D6554 A0D