Managing Innovation: When to Exit, if You Can. November 26 th, 2014

Transcription

1 Managing Innovation: When to Exit, if You Can November 26 th, 2014

2 Disclaimer This document has been prepared by CMC Capital LLP solely for the information of the person to whom it has been delivered. The information contained herein is strictly confidential and is only for the use of the person to whom it is sent. The information contained herein may not be reproduced, distributed or published by any recipient for any purpose without the prior written consent of CMC Capital LLP. CMC Capital LLP is authorised and regulated by the Financial Conduct Authority. This document is not intended as an offer or solicitation with respect to the purchase or sale of any security. CMC Capital LLP is not hereby providing advice as to the merits or otherwise of any investment and is not hereby arranging or agreeing to arrange any transaction in any investment whatsoever or otherwise undertaking any regulated activity. The information herein is for general guidance only, and it is the responsibility of any person in possession of this document to inform themselves of, and observe, all applicable laws and regulations of any relevant jurisdiction. This information is not intended to provide and should not be relied upon for accounting, legal or tax advice or investment recommendations. You should consult your tax, legal, accounting or other advisors about issues discussed herein. The descriptions contained herein are a summary of certain proposed terms and are not intended to be complete. No reliance may be placed for any purpose on the information and opinions contained in this document or their accuracy or completeness. No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information or opinions contained in this document by any of CMC Capital LLP, its members, employees or affiliates and no liability is accepted by such persons for the accuracy or completeness of any such information or opinions, and nothing contained herein shall be relied upon as a promise or representation whether as to past or future performance. This document is not intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. 2

3 Table of Contents 1. A Successful Exit: The Pirelli Optical Technologies Case 2. The Theory of Exit A. Prysmian IPO B. Ferretti Dual Track 3. A Non Exit: The Netsystem.com Case Appendix A. Introduction to CMC Capital 3

4 1. A Successful Exit: The Pirelli Optical Technologies Case 4

5 Pirelli Group as of December 31, 1998 Focus on Optical Technologies 6.53% Pirelli & C % Société Internationale Pirelli Ltd 39.49% In early 1999, we approached Pirelli to present a strategic overview of the Group, active in both tyres and cables & systems The Cables & System division had developed a worldleading technology in optical telecommunications system, with research starting in the early 1990s The sector was booming and many start-up companies in the US were being listed or bought by larger corporations 99.81% 100% We correctly identified the value of those emerging technologies and focused on that asset Pirelli Tyre Holding N.V. 90% Tyres Revenues: 2,695m Gross Op. Profit: 339m Pirelli Cavi e Sistemi S.p.A. 90% Cables and Systems Revenues: 2,787m Gross Op. Profit: 391m Optical Technologies Division Photonics sector projects (1999): Development and supply, for the telecom network of American customers, of a new dense wavelenght division multiplexing system (DWDM) for optic communications Development and installation of an optical system for submarine transmission with remote pumping (no submerged active repeaters) Source: AR 1998, Pirelli S.p.A. 5

6 The Optical Technologies Division Products: optical components to be used in transmission systems and Metropolitan Area Networks Client Type: telecom equipment manufacturers In 1999, the division only delivered products to its own systems IP: proprietary Products: terrestrial and submarine optical transmission systems (incl. optical amplifiers) Client Type: telecom carriers (incumbent, OLOs, ALTNETs) In 1999, the division had only one customer with an expected revenues of ca. $250m IP: proprietary Optical Components Optical Systems Final Customers (Sprint, AT&T, Global Crossing, Telecom Italia, Deutsche Telecom etc.) Competitors: small start-up companies, such as JDS Fitel, UNIPHASE, E-TEK, Avanex Competitors: large telecom equipment manufacturers (Tellabs, Cisco, Marconi, Nortel, Alcatel etc.) 6

7 Pirelli Sells the Systems Division to Cisco December 20, Pirelli FTSE-MIB 1 100% Pirelli Cavi e Sistemi S.p.A % Cables and Systems Optical Technologies Division Dec 13-Dec 17-Dec 23-Dec 29-Dec Optical Components Terrestrial Optical Transmission Systems EV: $2.1b (8.5x sales) 1. Rebased to Pirelli s price as of 07/12/1999 7

8 Pirelli Sells the Components Division to Corning September 27, Pirelli FTSE-MIB 1 100% Pirelli Cavi e Sistemi S.p.A % Cables and Systems Optical Technologies Division Sep 20-Sep 26-Sep 2-Oct 8-Oct Optical Components EV: $4b (160x sales) 130 R&D engineers $25m supply contract to Cisco 1. Rebased to Pirelli s price as of 14/09/

9 Pirelli s Share Performance Between 1999 and 2001 Rebased to Pirelli s Price as of 01/01/1999 Logarithmic Scale (Base 10) 50.0 Pirelli FTSE-MIB Nasdaq Optical Technologies' +506% Deal with Cisco +96% Deal with Corning -71% -70% 1.0 Jan-99 Mar-99 Jun-99 Sep-99 Dec-99 Mar-00 Jun-00 Sep-00 Dec-00 Mar-01 Source: Thomson Reuters Optical Technologies include: JDS Fitel, Uniphase, E-Tek, Corning, Finisar, Nortel Network, Oplink 9

10 2. The Theory of Exit 10

11 Who is the Best Buyer? Disposal on M&A market Options Listing Objective Maximise return on the investment Maximise exit price Best buyer is whoever recognises the highest price Considerations Who is going to buy the company at a higher price? The investor on the stock market or the investor in the M&A market? Which multiples are higher: trading or transaction? Company and industry analysis required to find the best buyer and determine how to maximise valuation 11

12 What Are the Requirements to List a Company? Size Equity Story Institutional Investors require liquidity in the trading of the shares A minimum float/offer size of m is required for a successful listing on any stock exchange main board Minimum offer size, given a sector trading multiples and profitability margin, drives minimum revenues, EBITDA and net income Leading market position Growing industry Solid Business Model and Clear Strategic Vision Defined Action Plan to execute strategy and drive growth in the years following the IPO Financial Performance able to pay for a minimum dividend and growth capex Proven Management Team Market Condition Stable Equity Markets receptive to new offerings Number and value of IPOs varies significantly in time and is linked with stock market performance The chart shows clearly that European IPOs value varied between 8-13bn from April to July 2011, dropping to zero from August 2011 to July 2012 following the sovereign crisis : no IPO happened with Stoxx600 below 260 Source: Dealogic and Bloomberg 12

13 Is There any Industrial Buyer? Often a market leader Industrial Buyers Rationale for M&A Typically no more opportunities of internal growth Looking for external growth strategies Likely to become a natural industry consolidator Defensive M&A: seeking cost synergies in a declining market New products/brands to be distributed through their global distribution network (e.g.: Cisco in the 90s or LVMH recently with the acquisitions of Bulgari and Loro Piana) Opportunities Sought New markets where to sell their products (e.g.: the acquisition of Olympic Group by Electrolux in 2011) Adjacent industries where to start operating with a significant market share (e.g.: the acquisition of Invensys by Schneider to enter the industrial automation in 2013) Cost synergies (e.g: the acquisition of Draka by Prysmian in

14 Is There any other Private Equity Fund Interested in the Deal? Typically interested in companies with strong growth opportunities or large and stable cash flows In the first case, valuation likely to be similar to institutional investors in the stock market In the second case, the ability of the PE fund to tolerate high levels of debt in its portfolio companies allows the fund to pay a higher price than stock market investors If the company is already owned by a PE/VC fund, the disposal to another fund (secondary buy-out) is more difficult: What is the value added of the new fund? Why invest if all the juice has already been exploited during the first buy-out? 14

15 Prysmian IPO Funded as Pirelli s cables division in 1879 In 2005, Pirelli sold to Goldman Sachs Capital Partners its cables division (deal value: 1,300m), which was renamed Prysmian, with a leveraged buy-out In 2007, after a two-year industrial restructuring, Goldman prepared for an exit which was to provide a considerable capital gain. At the beginning of 2007, Prysmian was: Too big to be bought by a competitor (General Cable had just concluded a big acquisition and didn t have the financial resources to buy Prysmian; Nexans couldn t buy it for market concentration reasons) or by a big industrial conglomerate Too big for many PE funds; the few possible acquirers didn t want to buy a company they didn t manage to buy in 2005 and in which GS was to realise a 9x capital gain on the initial investment Extremely attractive for the stock market for its leadership position in a growing industry, its successful management and its industry consolidation strategy that would have benefited from the possibility of paying for future acquisitions in listed stock On the basis of these considerations, Goldman Sachs Capital Partners decision to exit Prysmian via an IPO in 2007 seems the most reasonable one 15

16 Ferretti Dual Track (1/3) An exit methodology aimed at achieving an higher valuation by maximising competitive tension across the IPO and M&A markets Dual Track It consists in creating two simultaneous paths to sell the company: an IPO path and an auction among industrial or financial buyers interested in acquiring the whole company Dual track was chosen by Permira in 2006 to sell the Ferretti Group, the world leader in the production of luxury yachts Permira bought in 1998 a 60% stock in Ferretti, at a deal price of 12m Permira s Investment in Ferretti In June 2000, Ferretti was listed with a market capitalisation of 380m, to allow Permira a partial exit and to collect new resources for growth In June 2002, Permira, Norberto Ferretti and the management team sponsored a PTO on the whole equity at 670m and de-listed the company. Ferretti continued to grow in the following years both internally and by acquisitions (Morini in 2002 and Itama in 2004) At the beginning of 2006, Permira started to consider a possible disposal of its stock in Ferretti Group 16

17 Ferretti Dual Track (2/3) Exit Considerations The company continued to have double-digit growth rates: visibility on next year s results was key to maximise valuation The timeline had to be designed on the basis of the company s seasonality to allow potential buyers to get adequate information on expected results Exit procedure had to take into consideration the optimal timeline, the company s dimension (was it sufficient for an IPO?) and the peculiarities of potential buyers identified In Ferretti s case, as in general for shipbuilding companies, business seasonality is so crucial that the financial year ends on August, 31 instead of December, 31 This happens because the company collects orders for the yachts in boatshows that take place in Autumn (Montecarlo, Genova and Fort Lauderdale contribute for ¾ on the total orders), the production takes place between November and April and the delivery is on May-June, to allow customers to use the product during the summer Key Value of Time During a rapid growth spurt as in 2006, it was essential to structure the deal in order to have the signing of the Sale and Purchese Agreement immediately after the Autumn fairs; In this way, the buyer would have a clear vision both of the overall situation (as of the Annual Report closed at 31/08) and of the results of the following year, easily predictable as the order book has already been completed Moreover, the boatshows would have offered the chance for the seller to organize ad-hoc events for potential buyers, in order to: Involve potential buyers in the luxury yachts environment Convey the idea of a trophy asset to potential buyers Verify the interest of potential buyers on the basis of seniority of the events participant 17

18 Ferretti Dual Track (3/3) In Ferretti s case, IPO was an option: the company had already been listed 6 years before The listing was then credible both to the stock market and to the potential buyers Preparing for an IPO would have led to two additional useful effects in an M&A deal: It would have led to the collection of all the company s information in a data room and in a prospectus without stakeholders being alerted to a potential sale of the whole company The Listing Option It would have encouraged potential buyers to make an offer (without any solicitation by the vendor) on the basis of rumours of an IPO: this would have allowed Permira to have a high bargaining power with these counterparties In spring 2006, Permira started the procedure for a listing, asking the advisors to prepare the required documents In May, following the first rumours, some potential buyers approached the company In October, after the completion of the listing prospectus, Candover, PAI Partners, Clessidra, Investindustrial and BC Partners were in competition for the acquisition of Ferretti, having received enough information to allow a preliminary valuation and having taken part in the principal boatshows during the year On October, 27 Permira announced to have sold a majority stake in Ferretti to Candover Group for 1.7b ( 1.2b of which were financed by Mediobanca and RBS) Candover, which had recently opened an Italian branch of its offices and had not made any investment yet, paid a 12.7x EBITDA multiple price, widely higher than the comparables average, which was about 8.8x 18

19 Indicative Timeline of an IPO and Sellside Process IPO Process Timeline Sellside Process Start of IPO process: kick-off meeting, commence prospectus drafting, JGCs conduct due diligence T=0 Filing of draft prospectus to Stock Exchange Company presentation to syndicate research analysts (prospectus and data room already completed) T+2m The info pack (draft prospectus and research analysts presentation) is sent out to selected buyers Anchor Marketing: select institutions visited T+2/3m Non-binding offers received Circulate research to investors Investor education: syndicate analysts visit investors with research T+3m Management Roadshow: global 10 day process Bookbuilding Draft prospectus published T+3.5/4m End of due diligence process Interested parties submit binding offers End of the roadshow and IPO pricing: T+4/4.5m The SPA is signed 19

20 3. A Non Exit: The Netsystem.com Case 20

21 In early 2000 we were approached by Netsystem, a start-up company operating in the provision of broadband Internet services by satellite, which was seeking to complete an IPO The company intended to offer broadband services to out-of-town household unable to receive ADSL signals After an in-depth technology due diligence session, we correctly assessed the technology was unable to meet customers demand and advised not to accept the IPO mandate Satellite systems typically operated at the time in the broadcasting of signals, typical of TV channels, rather than in the narrowcasting typical of the Internet. There was a mismatch between the state of the technology and the market it intended to conquer Netsystem selected other banks as global co-ordinators but was unable to ever complete an IPO or to be successful in the market 21

22 Appendix A. Introduction to CMC Capital 22

23 Introduction to CMC Capital Firm overview CMC Capital ( CMCC ) is a corporate finance boutique, specialising in the provision of partner-led, independent, strategic and corporate finance advice to corporate leaders seeking to maximise the financial well being of their business and to identify, analyse and execute value creation opportunities CMCC was founded in 2012 by a group of experienced investment bankers with previous leadership roles at Credit Suisse and Merrill Lynch; it currently operates with six partners: Carlo Calabria, formerly Vice Chairman of Bank of America Merrill Lynch s Global Corporate and Investment Banking Division Enrico Chiapparoli, formerly Head of Italian Investment Banking at Bank of America Merrill Lynch Stefano Soldi, formerly at Bank of America Merrill Lynch as Director of Southern European Energy and Power group Luca Fornoni, formerly Deputy General Manager of UBM Spa, Unicredit s Investment Banking division Alberto Bellora, formerly Head of Italian Equity at Unicredit Debora Del Favero, formerly Head of Oil & Gas M&A at Credit Suisse The team is also enriched by the contribution of professionals who have joined from JP Morgan, Bank of America Merrill Lynch, Mediobanca, Lazard and other prestigious institutions Our objective is to establish long-lasting relationships with our clients, based on high quality advice and effectiveness of execution. The Partners are committed to providing a discreet and confidential service and to align themselves solely to the interests of their clients. We recognise that every business has its individual qualities, expectations and requirements which is why we believe it is a prerequisite to present bespoke solutions based on solid fundamentals Independence, integrity, innovative ideas and solutions coupled with relentless commitment to excellence and results are the bedrock of our business ethos CMCC is present in London and Milan and is regulated by the Financial Conduct Authority 23

24 Introduction to CMC Capital (cont d) Services provided CMCC provides services in the following main areas: Merger and Acquisitions and Strategic Financial Advisory: CMCC provides advice and support on mergers and acquisitions for midsize companies and multi-nationals alike, who are seeking to buy or sell a business. CMC Capital works alongside management to develop global strategies, plan and execute strategic portfolio reviews, structure and execute capital raisings, identify joint venture and acquisition opportunities as well as exit strategies Capital Structure Advisory: CMCC provides companies with advice on the optimal capital structure for their activities, including advice on the appropriate financial requirements of a business plan, and works alongside companies to negotiate terms with their providers of financing, including derivatives, in the normal course of business or during corporate debt restructuring procedures IPO Advisory: CMCC advises companies and their shareholders in their approach to a stock market listing, including developing a business plan and equity story, selecting the global co-ordinator(s) of the offering and co-ordinating the entire process Capital Raising: CMCC works with companies to raise external capital to finance their next phase of expansion. We will appraise the potential and feasibility of sourcing external capital to finance expansion and develop a business plan, financial projections and alternative funding structures In addition, Carlo Calabria, Debora Del Favero and Enrico Chiapparoli have over 20 years of experience in chairing or participating in Fairness Opinion Committees of bulge-bracket firms and we intend to offer Fairness Opinion to our clients where appropriate and requested In providing our services we are also pleased to co-operate with other financial advisers or strategic and management consultants 24

25 Introduction to CMC Capital Team Carlo Calabria Enrico Chiapparoli Stefano Soldi Prior to founding CMC Capital, Mr Calabria was Vice Chairman of Bank of America Merrill Lynch s Global Corporate and Investment Banking Division. Mr Calabria joined Merrill Lynch in 2006 as Head of International Mergers & Acquisitions. During his tenure at Merrill Lynch his team consistently ranked in the top 5 in Dealogic M&A league tables and also topped the table under his stewardship Prior to joining Merrill Lynch, Mr Calabria worked at Credit Suisse, where he was Co-Chairman of the Advisory Group and Head of European M&A. He was also a Member of the Executive Committee of the Investment Banking Division Mr Calabria started his career in Investment Banking with Morgan Grenfell & Co. Limited During his 28 year career and as leader of two bulge bracket International M&A teams, Mr Calabria has accumulated extensive advisory experience across different industries and geography: among others, he acted in the defence/sale of Telecom Italia to Olivetti ($60bn), Endesa to Acciona and Enel ($53bn), Arcelor to Mittal ($27bn) and Portugal Telecom from hostile bid of Sonae.com ($16.8bn) Mr Calabria has a MA in Economics and Business from La Sapienza University in Rome Prior to joining CMC Capital in November 2012, Enrico was Head of Investment Banking Italy & Chairman of EMEA Automotive at Bank of America Merrill Lynch. Prior to these roles, he served as Head of M&A Italy and had coverage responsibility for the Capital Goods industry in EMEA. He started his career at Merrill Lynch in 1995 and worked in Milan, London, Singapore and Seoul In his 19-year career, he has advised clients on noteworthy strategic transactions and financings, a number of which received "Deal of the Year" awards. He has worked on over $50bn worth of transactions with companies such as A2A, Abertis, Alitalia, Apax, Atlantia, Autogrill, Avis Europe, Benetton Group, Buzzi Unicem, Chrysler, Cisco, CNH, Corning, De Agostini, ENEL, Exor, F2i, FCC, Ferrari, Fiat, Fininvest, Finmeccanica, Geox, Hera, Holcim, Hyundai Electronics, Italcementi, Permira, Pirelli, RAI, RCS, Reno de Medici, Roberto Cavalli, STMicroelectronics, Telecom Italia and Italy s Treasury Enrico is a member of the Screening Committee of Italian Angels for Growth (IAG), Italy s largest network of business angels, and is a Director in two IAG portfolio companies Mr Chiapparoli holds a BSc degree in International Economics from Bocconi University and graduated from the General Management Program at Harvard Business School Prior to joining CMC Capital in June 2012, Mr Soldi was a Director in the Investment Banking Division of Bank of America Merrill Lynch, responsible for the origination and execution of multiproducts transactions in the Energy & Power space in Italy and across Southern Europe In this role, Mr Soldi advised clients on several transactions, including, amongst others, the acquisition of Endesa by Enel and Acciona, the acquisition of several gas distribution networks by F2i and AXA Private Equity and the associated acquisition financings, the reorganisation of Edison shareholding structure by A2A and EDF, the advisory to Verbund on Sorgenia, the advisory to ERG Renew on the public tender offer launched by ERG, the IPO of Enel Green Power, the acquisition of the Terna photovoltaic fleet by Terra Firma, the merger between ASM Brescia and AEM Milan and the advisory to A2A on the acquisition of selected conventional generation assets of Endesa Italia as well as the 2009 capital increases of Enel and Snam Rete Gas Mr Soldi has a degree in Economics and Business Administration from Luigi Bocconi University in Milan and a Masters in Finance from London Business School 25

26 Introduction to CMC Capital Team (cont d) Luca Fornoni Before joining CMCC, Mr Fornoni founded the Italian advisory business of Method Investments & Advisors Ltd Before that, he was 15 years at Unicredit Group, where he covered different positions until February 2003, when he became Deputy General Manager of UBM S.p.A., the Investment Bank arm of UniCredit Group. Before that, he was cohead of the Corporate Solution Group, member of the Executive Committee of UBM and co-head of Corporate Banking Area which included Large Corporate and Multinational Coverage, Loan Syndication and CorporateLab Before 1997, Mr Fornoni covered senior positions at Deustche Bank, CSFB, Citibank and Gemina Mr Fornoni holds a Master Degree with Honours from Bocconi University Milan Alberto Bellora Before joining CMCC, Mr Bellora was a founding partner of the Italian advisory business at Method Investments & Advisors Ltd Previously, he was Head of Italian Equity at UniCredit, where he managed Equity Institutional Coverage, Trading and Brokerage. He was member of Equities Operating Committee and UniCredit Group Leadership Committee. He worked on the institutional distribution and origination of multiple transactions with Italian corporate, Italian local authorities and Sovereign Wealth Funds From 1997 to 2006, Mr Bellora was heading the Italian Equities division at Merrill Lynch where he supervised Italian Equities and coordinated local Equity Research. He had key roles for high profile IPOs and privatisations, including Tod's, Poltrona Frau, Finmeccanica and ENEL He started as trader of the Milan Stock Exchange and managed various teams at San Martino SIM, Intermonte - Cimo SIM and Albertini SocGen SIM Mr Bellora holds a Degree in Economics and Finance from the Università Cattolica Debora Del Favero Prior to joining CMC Capital, Ms Del Favero was a Managing Director (based in London and New York) in the Investment Banking Division of Credit Suisse, responsible for the origination and execution of M&A transactions in the Energy group. Ms Del Favero was also a Member of the Executive Committee of the Investment Banking Division. During her early career at Credit Suisse, Ms Del Favero was a member of the Capital Markets Group where she focused on debt (bond and bank), equity and equity linked origination for Italian clients Ms Del Favero began her career at Analitica in Milan, where she was an Equity Research Analyst Ms Del Favero has a degree in Economics and Business Administration from Luigi Bocconi University in Milan 26

27 Selected Assignments in the Public Domain Advisory Kedrion: Advised Investitori Associati on the sale of its minority stake in the company Banca Popolare dell'etruria: Advised the Finance Department and the Board of Directors on the terms of a proposed 100m rights issue Telecom Italia: Advised the Company on a potential merger with H3G (withdrawn) Cascades: Advised the Company on strategic alternatives for its European assets Hera: Advised Hera on the integration with AMGA Udine LISTED COMPANY Listed Company: Advised on the potential sale of certain assets (withdrawn) Enel Green Power: Advising on its participation to South Africa renewable tenders AXA Private Equity: Advising on the potential acquisition of oil infrastructures Intesa, UniCredit and Pirelli: Advising in relation to their debt and equity interest in Prelios Debt Restructuring CIS: Advising on ca. 250m debt restructuring Interporto Campano: Advising on ca. 350m debt restructuring Vulcano Buono: Advising on ca. 200m debt restructuring Moncada Energy Group: Advising on ca. 150m debt restructuring 27