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Imerys and S&B: A strategic combination
Accelerating development, strengthening core business, creating value
Gilles MICHEL - Chairman & CEO
Michel DELVILLE - CFO
Disclaimer
More comprehensive information about Imerys may be obtained on its website
(www.imerys.com), under Regulated Information, including its 2013 Registration Document
filed under No. D.14-0173 on March 20, 2014 with Autorité des marchés financiers. Imerys
draws the attention of investors to the “Risk factors and Internal control” set forth in section 4
of the Registration Document.
This document contains projections and other forward-looking statements. Investors are
cautioned that such projections and forward-looking statements are subject to various risks
and uncertainties (many of which are difficult to predict and generally beyond the control of
Imerys) that could cause actual results and developments to differ materially from those
expressed or implied.
• Photo credits: Imerys photo library, Rights Reserved, xxx.
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November 5, 2014
Imerys and S&B: A strategic combination
Imerys and S&B: A strategic combination
Integrate S&B into Imerys
High-quality assets and leadership positions
Profitable business, well managed
Business model closely aligned with ours
Strong potential for synergies
Complementary end-market and geographic presence
Development: geographic expansion, innovation, product development
Cost optimization
Value creation
Equity value: € 525 m paid in cash and shares
Value creative transaction
Imerys’ shareholder structure enlarged
The Kyriacopoulos family to become shareholders of Imerys
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November 5, 2014
Imerys and S&B: A strategic combination
S&B: A leading global provider of mineral-based specialties
Adjusted EBITDA (€m) (1)
Revenue (€m)
+ 3.8 %
UK
Canada
Netherlands (JV)
France
Spain
USA
Morocco
Mexico
425
Germany
Hungary & Poland
Belgium
441
80
+ 7.5 % 86
Bulgaria
Greece
Italy
CyprusTurkey
South Korea
Georgia
20.0%
margin
India
China
41
207
Brazil
Indonesia (JV)
2012
2013
FY reported
2012
2014
H1 pro forma
(2)
2013
FY reported
2014
H1 pro forma
Bauxite activities excluded from the transaction(2)
Industrial & commercial footprint
Well positioned, competitive and efficient industrial
footprint in 22 countries
Double-digit operating profitability
20% EBITDA margin for the contemplated
scope(1)
Abundant mineral reserves, covering 15/20 years
of production and well-located mining assets
European Bauxite (metallurgy) not included
in the transaction
Performing industrial layout: 51 processing facilities
Large commercial network: 28 distribution centres
serving 80 countries
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(1)
Adjusted EBITDA is defined as EBITDA adjusted for non-recurring income and expenses, which result from transactions
qualified as one-off or exceptional from management’s point of view
(2)
Pro forma of contemplated scope: Excluding the European activities of bauxite production for metallurgy
November 5, 2014
Imerys and S&B: A strategic combination
S&B: High-quality value added solutions
A global player in industrial minerals…
Bentonite
(47% of 2013 revenue)
#1 player
in Europe
#2 player
worldwide
CCF
(1)
(22%)
#1 player
worldwide
Perlite
Wollastonite
(15%)
(7%)
… with a wide range of applications…
Blast furnace additives
Glass and ceramics
Covering compounds
Horticulture
Iron ore pelletizing
Core sand additives
Metallurgical active slags
Inorganic core binders
Refractory minerals
Moulding sand binders
Animal feed additives
Additives for cement
Fillers
Bulk binding materials
Paper manufacturing
Civil engineering
… serving diversified end-markets
2013 revenue breakdown by market (2)
Consumer
goods &
specialities
25%
#1 player
worldwide
for construction
Source: S&B 2013 annual report
(1) Continuous Casting Fluxes
(2) Excluding bauxite activities
5
#1 player
worldwide
Foundry
27%
406 M€
Plastics
4%
Glass &
ceramics
7%
Iron ore
pelletizing
6%
November 5, 2014
pro-forma
in 2013 (2)
Construct.
& building
materials
11%
Steel
casting
20%
Imerys and S&B: A strategic combination
Imerys and S&B combination: strong potential for synergies
Leveraging geographical presence
S&B 2013 revenue
breakdown by geography(1)
~ 30% in North America: enlarged market presence
~ 20% in Emerging Markets: complementary footprint
‒ S&B to leverage Imerys network in Asia-Pacific, Brazil, …
‒ Imerys to leverage S&B’s presence in Eastern Europe
Emerging
countries
20%
~ 50% in Western Europe: leadership in new applications
for Imerys
Enlarging Imerys’ global offering
Western
Europe
51%
406 M€
2013
pro-forma
Additives for consumer goods and construction
‒
‒
‒
‒
Other
1%
Horticulture (perlite)
High-value plastics (wollastonite)
Coatings (bentonite, wollastonite)
etc.
United States
/ Canada
28%
Industrial solutions
‒ Foundry for automotive, oil drilling (bentonite)
‒ Solutions for continuous steel casting (CCF)
‒ etc.
(1)
Excluding bauxite activities
Breakdown according to Imerys definition of revenue by geography
Enhancing R&D and innovation potential
Cost optimization
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November 5, 2014
Imerys and S&B: A strategic combination
Imerys and S&B combination: value creation
Equity value: € 525 m, plus up to € 33 m performance amount
Operation partially paid in Imerys’ shares
Imerys shares for € 214 m to be issued to the Kyriacopoulos family
‒ 4.4% of Imerys outstanding shares (1), will join Imerys Board of Directors
Financed from Imerys’ available resources
Cash consideration for about € 311 m
Assuming S&B’s net financial debt, i.e. € 235 m as of June 30, 2014
Post-acquisition gearing < 60%
Value-creative acquisition
Value creative from third full-year of consolidation (ROCE>WACC)
EPS accretive from first year of integration
Closing expected in Q1 2015 subject to the approval of the relevant regulatory
authorities
(1) Under the authorization granted to the Board of Directors by the Ordinary and Extraordinary Shareholders’ General Meeting of April 25, 2013 –
Shareholders agreement between GBL group and Kyriacopoulos Familly.
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November 5, 2014
Imerys and S&B: A strategic combination
Imerys and S&B combination:
Accelerating development, strengthening core business, creating value
An acquisition fully in line with 2012-2016 strategy to foster development
and innovation
S&B: a strong leader with a proven record for profitable growth
A value creative combination
Balance sheet strength allowing Imerys to pursue development strategy
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November 5, 2014
Imerys and S&B: A strategic combination
Imerys
154 rue de l’Université
F-75007 Paris
+ 33 (0) 1 49 55 63 00
www.imerys.com
Analysts / Investors contact
Pascale Arnaud
+ 33 (0) 1 49 55 63 23
[email protected]