Acquisition of Premier Farnell Paul J. Hälg, CEO Reto Welte, CFO Neil Harrison, Head of Technical Components 14 June 2016 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
Disclaimer This presentation is for information purposes only and is not intended to, and does not, constitute or form part of any offer or invitation, or the solicitation of an offer, to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Transaction or otherwise. The Transaction will be implemented solely pursuant to the terms of the Scheme document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information contained in the Scheme document. This presentation contains forward-looking statements that reflect the Group s current expectations regarding market conditions and future events and are therefore subject to a number of risks, uncertainties and assumptions. Unanticipated events could cause actual results to differ from those predicted and from the information contained in this presentation. All forward-looking statements in this presentation are qualified in their entirety by the foregoing. Unless expressly stated otherwise, no statement contained or referred to in this presentation is intended to be a profit forecast. This presentation does not constitute a prospectus or prospectus equivalent document. This communication is not an offer of securities in the United States, or a solicitation to purchase securities in the United States. The securities of Datwyler referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities law of any state or jurisdiction in the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly within the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or jurisdiction of the United States. Datwyler has not registered, and does not intend to register, any of its securities in the United States, and does not intend to conduct a public offering of securities in the United States. Copies of this communication are not being, and should not be, distributed or sent into the United States. These materials shall not constitute or form part of an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. This publication constitutes neither a prospectus, nor a similar communication within the meaning of article 652a, article 752 and/or article 1156 of the Swiss Code of Obligations, nor a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. This publication constitutes neither an offer to sell nor a solicitation to buy securities of Datwyler. 2
Agenda Transaction summary Strategic rationale The new combined entity Offer value / financing Financial impact Next steps Conclusion 3
Acquisition of Premier Farnell transaction summary Creating a leading high-service electronic components distributor Transaction summary Strategic rationale Offer price of 165 pence per share in cash for the entire issued share capital of Premier Farnell 51% premium to Premier Farnell's closing price of 109 pence per share as of 13 June 2016 Offer value of 615m (CHF848m) / enterprise value of 792m (CHF1,092m) 2) Offer recommended by Premier Farnell's Board of Directors Transaction expected to close in Q4 2016 subject to approval by Premier Farnell's shareholders and the UK Court, regulatory approvals in Austria, Germany, Poland and the U.S. and fulfilment of other customary conditions Irrevocable undertakings and non-binding statements of intent from Premier Farnell directors and certain major shareholders in respect of 68,781,064 Premier Farnell Shares in aggregate, representing approximately 18.5 per cent. of the share capital of Premier Farnell in issue at close of business on 13 June 2016 Creating a leading high-service electronic components distributor Complementary product range and geographic footprint Facilitating a one-stop-shopping experience for wide customer base Expected EBITDA synergies of c. CHF50-70m p.a. on a run-rate basis by end of 2019 Implementation costs of c. CHF40m and aggregate CAPEX of c. CHF80m expected until the end of 2019 Financing Fully committed acquisition financing in place Overall financing mix includes excess cash and envisaged debt and equity issuance Financial effects Transaction expected to be EPS accretive from year one before synergies and integration costs 372.7m fully diluted Premier Farnell share capital, converted into CHF at 1.38 CHF/ as at 13 June 2016 2) Based on Premier Farnell's total net debt of 243.3m, net cash proceeds arising from the sale of Akron Brass of 124.8m and a pension deficit of 58.2m as set out in Premier Farnell's most recent audited balance sheet dated 31 January 2016 and Premier Farnell s Class 1 circular pursuant to the sale of Akron Brass Holding Corp. dated 29 February 2016 4
Strategic rationale Creating a leading high-service electronic components distributor A leading position in the high-service electronic components distribution sector Revenues in CHFbn Pan European market presence with emerging global foothold 1.9 1.6 1.3 1.8 0.9 0.5 1.3 0.5 Premier Farnell Electrocomponents Digi-key Mouser Datwyler 2) Premier Farnell Datwyler + Farnell Datwyler Technical Components division Source: company information (Datwyler, Premier Farnell, Electrocomponents as per latest Annual Reports, Digi-key as per company website) and Global Purchasing (Mouser) Enhanced scale in the market Complementary geographic footprint and global reach Combined revenue of c. CHF1.8 billion >1 million products stocked in warehouses Complementary product ranges Electronic Design Engineering Maintenance, Repair, Operations Combining Datwyler's strengths in Switzerland, Nordics and Germany Datwyler 2) Europe 100% APAC 12% Premier Farnell Europe 45% Combined APAC 8% Europe 61% Step-change in scale facilitating one-stop-shopping Low cost structure Strong platform for further consolidation in a fragmented market Converted into CHF at 1.44 CHF/ and 0.96 CHF/US$ as per 31 January 2016 2) Technical Components division only Americas 44% Americas 31% with Premier Farnell's strongholds in the UK, US and developing presence in Asia 5
Strategic rationale Enhanced position in attractive sector Large addressable and fragmented sector Attractive addressable online EDE and MRO segments Total high-service electronic components sector size of c. CHF30-40bn TOP 5 ~15% Others ~85% Source: Management estimates (2016), UBS Research (2013) Ideally positioned to take advantage of ongoing / future sector developments Sector dynamics System critical service focused on B2B (EDE and MRO) Size and enhanced proposition as an enabler in a sector with growing requirements for both sourcing and sales Importance of e-commerce on business models: to provide greater scale and international presence High product availability, technical support and short delivery times have become key differentiators Increased focus on higher margin own branded products Converted into CHF at 1.38 CHF/ as at 13 June 2016 6
Strategic rationale Premier Farnell has a leading position in the EDE segment Premier Farnell's business overview Key facts Key figures A leader in the high service, multi-channel distribution of essential products, information, software and technology solutions focusing on electronic design engineers and purchasing engineers globally 38 countries CHF 1,299m revenue Distributes a comprehensive portfolio of products and services throughout Europe, North America and Asia Pacific Key brands 150 global industries 2m customer contacts 1.7% sales per day growth CHF 82.5m Adj. EBIT c. 3,600 employees 650,000 products 6.4% Adj. EBIT margin 6.3% 2) cash conversion As per Premier Farnell's FY 2015/16 Annual Report and its website. figures converted into CHF at 1.44 CHF/ as at 31 January 2016 2) FCF as % of sales 7
Strategic rationale Combining two complementary businesses with common strategic vision Complementary product and customer range Revenue contribution MRO Electric Design Engineers (EDE) Hobby & Maker space Consumer electronics Retail AV/IT Individual segments element14 Perspective Distrelec Group (Technical Components only) Distrelec CHF1.8bn element14 CPC/MCM Reichelt/Nedis CPC/MCM Reichelt/Nedis CHF1.8bn Legend: Datwyler brands Premier Farnell brands Based on sum of companies' revenues from Datwyler's 2015 Annual Report and Premier Farnell's 2015/16 Annual Report, respectively in each case without adjustments for differing accounting standards. figures converted into CHF at 1.44 CHF/ as at 31 January 2016 8
Strategic rationale Expected EBITDA run rate synergy targets from end of 2019 onwards Category Description Targeted EBITDA run rate p.a. by end of 2019 Gross profit synergies Cross-selling of Premier Farnell's product range through Datwyler Technical Components' distribution channels Vice-versa, introduce complementary products into Premier Farnell's distribution channels Reichelt and CPC/MCM remain own brands and profit from cross-selling (e.g. Raspberry Pi) Higher margin potential through increased purchasing power CHF25 35m Cost synergies Efficiency gains in sales and marketing functions Net savings in group functions and corporate costs Savings from logistics synergies CHF25 35m Total targeted EBITDA run-rate synergies p.a. by end of 2019 CHF50 70m 9
Strategic rationale Expected CAPEX and one-off costs to achieve synergies Category Description Aggregate until the end of 2019 Capital expenditures Optimise warehouse capacity in certain locations Replacement of ICT infrastructure and ERP systems Investments required to achieve cost savings ~CHF80m One-off / implementation costs One-off expenses to achieve cost synergies as identified previously ~CHF40m Additional depreciation of investments lead to EBIT run-rate synergies per annum of CHF40 60m by end of 2019 10
The new combined entity Two focused divisions with global presence and leading positions Technical Components Sealing Solutions Customers Consumer electronics Retail AV/IT Hobby & Maker space Electronic Design Engineers Maintenance Repair Operations Health Care Automotive Civil Engineering Consumer Goods Products Electronic components Spare parts and accessories Installers and repairers of consumer appliances Office equipment Electronic design Sealing systems and solutions, elastomer and aluminium/ plastic closures, stoppers and plungers Precision moulded elastomer and metal components Special seals, profiles and gaskets Markets GLOBAL GLOBAL Employees 4,900 5,100 Revenue c. CHF1.8bn c. CHF0.7bn Combined revenues of CHF2.5bn Based on sum of companies' revenues from Datwyler's 2015 Annual Report and Premier Farnell's 2015/16 Annual Report, respectively in each case without adjustments for differing accounting standards. figures converted into CHF at 1.44 CHF/ as at 31 January 2016 11
The new combined entity Update on 2020 targets 2015 adjusted 2020 targets 2) Technical Components Group Technical Components Group Stand-alone Incl. Premier Farnell 3) Stand-alone Incl. Premier Farnell 3) Revenue CHF 459m c. CHF 1.8bn CHF 1.2bn c. CHF 2.5bn >CHF 2bn >CHF 3bn EBIT (Margin) CHF 13m (2.5%) CHF 96m (5.4%) CHF 139m (11.9%) CHF 222m (9.0%) >10% >12% Adjusted for extraordinary effects from integration projects in Datwyler's Technical Components division 2) Indicative, based on Datwyler's internal targets 3) Based on sum of companies' revenues and EBIT/Operating Profit from Datwyler's 2015 Annual Report and Premier Farnell's 2015/16 Annual Report, respectively, in each case without adjustments for differing accounting standards. figures converted into CHF at 1.44 CHF/ as at 31 January 2016 12
Offer value / financing Financing fully secured through acquisition term and bridge facilities Envisaged expected financing structure CHFm Cash offer value Existing cash Debt financing Equity Details on envisaged financing sources Own cash Cash sourced from excess funds available beyond operating cash requirements 162 2) Term loan Fully committed five year acquisition financing facility and flexibility with regards to repayment 848 286 3) Secured through acquisition bridge facility Bond Expected partial refinancing of bridge facility via issuance of approx. CHF140m senior bonds 140 260 Equity Expected partial refinancing of bridge facility via c.chf60m net proceeds from treasury shares placement (equal to a CHF85m placement of treasury shares, net of tax) and a capital increase of approx. CHF200m. The BoD expects Pema Holding AG to participate proportionally in any envisaged capital increase Cash offer value Own cash Term loan Bond Equity 13 CHF equivalent of 615m offer value at an exchange rate of 1.38 CHF/ as at 13 June 2016 2) Cash amount is 118 which is equivalent to CHF162m at time of announcement 3) Equivalent to 207m assuming a conversion rate of 1.38 CHF/ as at 13 June 2016. Please note that the term loan facility commitment is up to 240m and also comprises a new Revolving Credit Facility that is intended to be used for general corporate purposes (including the refinancing of existing debt)
Financial impact EPS accretive immediately from completion EPS accretive in the first year following transaction (before any impact of synergies and implementation costs) Expected leverage post acquisition below 2.5x net debt / EBITDA with strong de-leveraging profile Attractive financing terms in current low-yield environment Strong trading valuation of Datwyler compared to Premier Farnell Based on consensus EPS estimates for Datwyler and Premier Farnell combined reflecting acquisition financing costs and assuming a capital increase of CHF200m and placement of treasury shares with CHF60m net proceeds 14
Next steps Expected key dates for the acquisition 14 June 2016 Firm offer announcement (2.7 announcement) July 2016 Posting of scheme document (up to 28 days post "2.7 announcement") August 2016 Court meeting and Premier Farnell shareholder meeting to approve scheme Antitrust approvals received Q4 2016 Court approval of Scheme Closing 15
Conclusion 1 Increase scale, global presence and become a leading highservice electronic components distributor 2 Complementary product range and geographic footprint 3 EPS accretive from day one 4 Expected run-rate synergies of CHF50-70 million per annum 5 2020 target: CHF3 billion revenue and >12% EBIT-margin 16
Dätwyler Holding Inc. Gotthardstrasse 31, 6460 Altdorf T +41 41 875 11 00, F + 41 41 875 12 05 info@datwyler.com, www.datwyler.com