Beauty, naturally - IK Investment Partners
Transcription
Beauty, naturally - IK Investment Partners
news U P D AT E F R O M I N D U S T R I K A P I TA L I S S U E 1 0 S U M M E R 2 0 0 4 “These factors underpin IK’s disciplined investment strategy and contribute to our robust deal pipeline, which looks set to deliver some exciting deals over the course of this year.” viewpoint, page 2 Beauty, naturally ORIFLAME COSMETICS’ IPO SIGNALS NEW OPTIMISM ROAD TO BETTER BOARD WORK NEW RAW MATERIAL FOR PERSTORP VIEWPOINT COMPANY FOCUS: ORIFLAME COSMETICS Looking ahead: Exciting deals in the pipeline a good start in 2004. Our portfolio is performing strongly, we have achieved some highly successful realisations and our current deal pipeline looks very promising. A continued focus on operational improvements contributed to an aggregate 27 per cent increase in EBITDA across the portfolio in the first quarter of this year – over the same period in 2003 – with the majority of portfolio companies on, or ahead of, budget. Portfolio activity has also been lively with add-on acquisitions for Dyno Nobel, Ceva Sante Animale, Groupe Fives-Lille and Fortex; divestments for Telefos and F Group; and a debt/equity swap for Continental Bakeries. At the end of the value chain, IK has recently achieved three ‘liquidity events’ on the Stockholm Exchange, returning around €500 million to fund investors. In February, we sold our remaining 25 per cent stake in Nobia and in May we reduced our holding in Alfa Laval from 18 per cent to 8.5 per cent. But the real highlight of 2004, so far, has been the IPO of the cosmetics company Oriflame in March, in which we reduced our ownership in the company from 39 to 16 per cent. Looking ahead, we believe the macroeconomic backdrop could be better with concerns over the oil price, strength of the dollar, sustainability of growth in China and, conversely, Europe’s rate of GDP growth. But, in our markets, there are some positives, including the low interest rate environment, recent enlargement of the EU, success of the euro, rising levels of M&A activity and continuing consolidation in key sectors. These factors underpin IK’s disciplined investment strategy and contribute to our robust deal pipeline, which looks set to deliver some exciting deals over the course of this year. INDUSTRI KAPITAL IS OFF TO Björn Savén Chief Executive, Industri Kapital 2 ik news Success more than skin deep Having undergone a corporate makeover following its delisting from the London stock market five years ago, Oriflame Cosmetics has now made a stunning debut on the Stockholm Exchange. THE SUCCESSFUL FLOTATION of Oriflame Cosmetics on the Stockholm Exchange in March this year heralded a long-awaited revival in Europe’s IPO markets and rewarded five years of hard work spent developing the business and preparing the company for the stock market. Such was the strength of Oriflame’s track record and growth profile that the €577 million offering – the first IPO in the Nordic region for almost 20 months – was ten times oversubscribed, with the share price increasing by some ten per cent on the first day of trading. “Maybe it can be argued that a strong company like this is always going to be attractive to investors,” says Christian Salamon, the Director who led the transaction from IK’s side. “But this would not do justice to the meticulous preparation and team work involved in the IPO process, its decisive execution, or, most importantly, the significant restructuring and development programme which preceded the company’s re-entry to the public markets,” he says. Following the IPO, which valued the international cosmetics company at over €1 billion, founders Jonas and Robert af Jochnick now have a 20 per cent stake in the company. The Industri Kapital 1997 Fund has retained 16 per cent. Firm foundations Oriflame, which sells its high quality, natural cosmetics and skin care products through an independent sales force, was founded by the af Jochnick brothers in Sweden in 1967. The company initially focused on markets in Scandinavia and Western Europe and built its first manufacturing plant in Dublin in 1979. To facilitate further expansion in Western Europe and entry into Asia, Oriflame was listed on the London Stock Exchange in 1982. Oriflame Eastern Europe SA (ORESA) – in which Oriflame took a 26 per cent interest – was formed in 1990 to access Eastern Europe and a manufacturing plant was established in Warsaw in 1995. Following ORESA’s success in developing its LONG-LASTING EFFECT: High-quality skincare cosmetics products and innovative direct sales methods are a forceful combination. business in Eastern Europe, Oriflame and “IK had a track record of successfully taking the ORESA merged under the Oriflame name in debt collection company Intrum Justitia private 1997. from the London Stock Exchange in 1998. A significant proportion of the newly They could see Oriflame’s potential and were combined company’s sales was now derived committed to working alongside us to build from emerging markets but the timing of the and expand the business,” says Robert af merger was unfortunate, with Oriflame hit hard Jochnick, Chairman of the Board of Oriflame. by the economic turmoil which engulfed these Ahead of the buyout IK became very markets, particularly Russia, in 1998. The comfortable with the values and management situation impacted heavily on Oriflame’s style of the af Jochnick brothers. financial and, in particular, stock market The PTP, launched in 1999, saw IK and the performance, not helped by the operational af Jochnick family each take some 40 per cent challenges wrought by the merger with its sister company. “As part of its face-lift, Oriflame initiated a It became clear that a significant corporate branding program and launched restructuring of Oriflame was several new sales initiatives.” required. Given the negative stock market sentiment which surrounded emerging markets businesses, and of Oriflame. The outstanding shares were also small cap companies in general at that time, retained by the company’s management and it was felt best that the reorganisation be carried other investors. out in the private domain. “The af Jochnicks headed a strong, dynamic It is at this point that IK became involved management team which we could support with Oriflame, working closely with the af effectively. We were very pleased to have this Jochnick family to fund and execute a opportunity to be involved with Oriflame, to €450 million public-to-private (PTP) buyout. become part of the success story, and had a common view on what needed to be achieved Rescue remedy and how,” says Salamon. With a shared Scandinavian heritage and culture In 2001, Sven Mattsson was promoted from and complementary skills and experience, IK within Oriflame to become the company’s and Oriflame were natural business partners. first non-family Chief Executive. Robert af Jochnick, who had hitherto held the post, became Chairman. Cosmetic surgery Away from the public spotlight, Oriflame’s management team rapidly implemented a programme of initiatives designed to reduce the company’s fixed costs and increase its operating efficiency and productivity. “The priority was to work on the company’s cost structure with the aim of increasing sales and building a more flexible cost base. There was also scope for Oriflame to consolidate, improve its supply chain and make manufacturing rationalisations,” Christian Salamon recalls. A key component in the supply chain reengineering was to bring Oriflame’s production closer to strategic markets. The company therefore ceased manufacturing in Dublin in 2000, transferring a major part of it to its Polish plant. Meanwhile, selective market expansion took Oriflame into Georgia, Thailand, Kazakhstan, Serbia and Montenegro. In 2002 Mongolia was added to Oriflame’s international coverage, followed by Vietnam, Armenia and Moldova last year. Currently Oriflame plans to penetrate Lebanon and is preparing to begin selling in China in the near future. Altogether the company currently has sales, under the ik news 3 COMPANY FOCUS: ORIFLAME COSMETICS “Once back firmly on the path to growth, it was then a relatively short step to achieving the ambition of listing in Stockholm.” Oriflame brand name, in 54 countries. With regard to its existing markets, Oriflame has seen particularly strong growth in its business in the CIS region* over the last three years and has rapidly expanded its business in Asia. It has also made strategic exits from certain loss-making markets such as Malaysia, Germany and Brazil. Vanishing cream? As part of its face-lift, Oriflame also initiated a corporate branding program and launched several new sales initiatives. It also focused on expanding and developing its comprehensive product portfolio. This now comprises some 520 items, including some 180 new or improved products which were on the launch pad for 2004. On the M&A front, last year Oriflame sold its ACO business. It was identified as ‘non-core’ since its products are sold primarily through Nordic pharmacies, whereas Oriflame is focused on direct sales. Several strategic acquisitions have been made, including the purchase of Silver Oak Laboratories – an Indian cosmetics manufacturing facility based in New Delhi – in 2001, and Nordium, which has production facilities in Ekerö, Sweden, last year. Oriflame is also building a new manufacturing and distribution centre in Russia which is due for completion in 2005. This will complement Oriflame’s expanded Polish and recently acquired Swedish facilities. The company also has plans to establish a local manufacturing operation in China. Well in advance of the IPO, thorough internal management preparations also needed to be carried out at Oriflame with adjustments to its corporate governance structure and company policies to suit its approaching status as a listed company. Oriflame also strengthened the composition of its board. Performance improvements From this intensive programme of operational, structural and strategic change has emerged a much better aligned, flexible and responsive organisation with greatly improved levels of customer service and supplier delivery performance. This has, in turn, led to lower distribution costs per unit and increased margins. Further, Oriflame’s improved cost base, stronger cash flows and focus on fast-expanding emerging markets and product segments where the company can secure strong market positions, have also shown through in its financial performance. Sales increased from €333 million in 1999 to €652 million in 2003 while operating profits rose from €42 million to €114 million last year. As a private entity, supported by its founders and IK, Oriflame’s management was able to successfully restructure and revitalise the company. Once back firmly on the path to growth, it was then a relatively short step to achieving the ambition of listing in Stockholm. “For us, one of the best aspects of this investment is that throughout the buyout and restructuring process we all had common goals and a cohesive view of how the various actions should be coordinated and implemented to best achieve these goals,” Christian Salamon concludes. *CIS region includes Armenia, Azerbaijan, Georgia, Kazakhstan, Moldova, Mongolia, Russia and Ukraine. Sales and operating margin 1999–2003 Sales (€ million) Operating margin (%) 652 544 447 395 333 The af Jochnick brothers founded Oriflame in 1967. IK Director Christian Salamon is flanked by, on the left, Jonas af Jochnick, and, on the right, Robert af Jochnick. In 2001, Sven Mattsson, top right, was promoted to become the company’s first non-family Chief Executive. 4 ik news 12.6% 1999 13.9% 2000 17.7% 17.5% 2002 2003 15.5% 2001 Oriflame’s attractive business model Oriflame’s product portfolio consists of approximately 520 products. The products are marketed using the concept “natural Swedish cosmetics”, highlighting the company’s Swedish heritage and emphasising natural ingredients. The portfolio encompasses skincare products, color cosmetics, fragrances and toiletries as well as non-cosmetic products such as bags and jewellery. The products are sold in 54 countries using an independent sales force, outside of the traditional retail environment. This provides a low-cost and efficient method of distribution. The strong sales culture, compensation structure and affordable product range provide attractive opportunities for the sales consultants, as demonstrated by the consistent growth of the sales force. Some interesting facts: • Brand recognition for Oriflame’s cosmetics products among women between the ages of 18 and 45 in Russia and Ukraine is 65 and 73 per cent, respectively (in 2003). • Oriflame was one of the first direct sales companies in many of the countries in which it operates. This early entry has given Oriflame firstmover advantages and created a strong and loyal core sales force and solid brand image in many key markets. • Oriflame has entered into 34 countries since 1990. • Average number of sales consultants in 2003: 1.4 million. • In 2003, Oriflame printed over 64 million copies of its product catalogue in 35 different languages. BOARD WORK STRATEGY Efficient board work on the agenda Boards of IK’s portfolio companies are in general well functioning, but some areas of improvement have been identified, reflects IK’s Gerard De Geer. months IK, with the help of an external consultant, has carried out a study aimed at reviewing IK portfolio company board work and dynamics. IK News talks to Gerard De Geer, IK’s Director of Operations and Business Control, who is responsible for the project. DURING THE LAST FEW Why did you initiate the project? Efficient board work is one of the most important tools in our value creation process and it is essential that we are best in class when it comes to this. We therefore decided to conduct a study to find out if we are optimising the way we are working in our portfolio company boards. We also wanted to investigate whether there are areas for improvement. What do you want to achieve with this project? The findings from the study will serve as groundwork for establishing best practise for board work within the IK Group. How was the study conducted? Gerard De Geer is developing board work guidelines to be implemented in the autumn. In this first round of the study we approached a representative sample of eight companies from our portfolio. The information gathering was carried out through personal interviews with board members and portfolio company Chief Executives, conducted by the consultants. What were the major findings of the study? On an aggregated level, our boards seem to be well functioning. However, some of our hypotheses regarding areas of improvement were confirmed. We will, for example, be working on bridging the information gap between IK board members and external board members in the beginning of our ownership period. We will also review the composition of the boards in order to make sure that we have the relevant competencies available for each company. Committee work is also one potential area of improvement we will further look into. What are the next steps? We are currently developing board work guidelines which will take into account both the board audit findings and external development within corporate governance. These guidelines, which of course always need to be adapted to local laws and regulations, will be implemented in the autumn. We are also reviewing if and when we will conduct a study of our remaining companies. RULES & REGULATIONS New merger regulation saves time and costs A ‘one-stop-shop’ transaction clearance function is key among the EC Merger Regulation (ECMR) reforms, presented by the European Commission in May. 1 MAY 2004 saw not just the accession of ten new Member States to the European Union but also the introduction of a reform of the EC Merger Regulation (ECMR) and important changes to the Commission’s working practices. The new mergercontrol system is designed to promote greater efficiency and flexibility. Key among the ECMR reforms is the ability for parties to pre-clear deals. It is now possible to notify on the basis of a ‘good faith intention’ to enter into a deal (e.g. a letter of intent) Krister Holmberg rather than as in the Corporate Counsel, past having to wait with Industri Kapital submitting the notification until the signing of a binding agreement. One of the acknowledged strengths of the ECMR is its ‘one-stop-shop’ transaction clearance function. Under the old regime, cross-border transactions falling beneath the ECMR thresholds often had to be notified in several different jurisdictions. Under the new rules, parties are now able to make a pre-notification request to the Commission to take over the case from the national authorities if the transaction otherwise would have been notifiable in three Member States. Another important change is to the substantive test for assessing mergers. Previously based on individual or joint ‘dominance’, the Commission will now consider whether a deal ‘significantly impedes effective competition’ in the common market or a substantial part of the common market. A merger in a market with a few large players probably risks being prohibited even in the absence of clear market leadership. Welcome news for IK is that the ECMR reforms have now extended short-form filing to all ‘unproblematic’ cases. This makes the formal notification requirements a far less onerous task. However, the time limits for the Commission’s assessment have been somewhat prolonged. Generally, the ECMR reforms have been well-received within the private equity community and are expected to result in time and cost savings for most firms involved in EC exchanges. Inevitably, however, the process will take time to bed down with a fair few anomalies and uncertainties until some Commission precedents (in particular as to the new substantial test) have been set. ik news 5 PORTFOLIO COMPANY NEWS Environmental benefits as Perstorp switches from oil to natural gas A few weeks ago the extended natural gas pipe line between Göteborg and Stenungsund was inaugurated by Sweden’s Minister for Industry and Trade, Leif Pagrotsky. This was an important event for Perstorp Oxo as it marks the beginning of the use of a new raw material for the company – natural gas. While Perstorp’s partner in this project, Nova Naturgas, has built the new pipeline from Gothenburg to Stenungsund, Perstorp has made a number of changes inside its plant in order to provide for delivery of the new raw material. Natural gas will replace 60,000 tons of heavy oil as process raw material for Perstorp Oxo. “The utilisation of natural gas as a raw material will increase our competitiveness, while simultaneously creating significant environmental benefits,” said Lars Lind, Managing Director of Perstorp Oxo. By replacing heavy oil with natural gas, the emission of sulphur and nitrogen will be substantially reduced. Another environmental benefit is that the need for approximately 30 ship-borne deliveries of heavy oil to the harbour of Stenungsund each year will be eliminated, as the natural gas will be delivered by pipeline. “Another benefit provided by this product is that it will give us an opportunity to engage in captive production of hydrogen gas. This will make our production less vulnerable to disruptions affecting other parts of the petrochemical complex,” said Lars Lind. “A secure and reliable energy supply is a condition for achieving our goals for employment and welfare while at the same time protecting the environment,” said Leif Pagrotsky in his speech. “I will therefore work to promote the usage of natural gas.” The Perstorp Group is part of Sydsvenska Kemi, which is controlled by the Industri Kapital 2000 Fund. The Perstorp Group holds leading positions within NATURAL ENERGY: Leif Pagrotsky, Sweden’s Minister for Industry and Trade, opens a road barrier with an entry card, before inaugurating the natural gas line. Lars Lind, Managing Director Perstorp Oxo, to the right. specialty chemicals and materials technology. Customers are mainly active in the coatings, plasticprocessing and automotive industries. Perstorp reported sales of approximately €630 million in 2003 and has some 2,200 employees. F GROUP sells consumer financing business Enermet receives large order from Sydvest Energi F Group, the Danish brown goods retailer, has sold its consumer financing subsidiary Dan-Aktiv to Credit Agricole for DKK 394 million. The Danish energy utility Sydvest Energi has ordered the largest automatic energy metering system (AMR) to be delivered in the Nordic market to date, from Enermet. In addition, Credit Agricole assumed DKK 575 million of interest-bearing debt related to Dan-Aktiv. The agreement between F Group and Credit Agricole means that F Group will continue to receive provisions from consumer financing activities occurring in F Group stores. The remaining consumer financing activities in F-Finans will gradually be realised. Through the transaction F Group’s financial leverage has been significantly reduced. Going forward, F Group will focus on its retail activities – FONA and Electric City – in accordance with the original plan established at the time of the merger between Fona Gruppen and Fredgaard in 2001. The system includes all 156,000 customers of Sydvest Energi and its value is over €21 million. System delivery continues until the end of 2007. Sydvest Energi is located in Jylland and its distribution area covers the south-west of Denmark. This deal is a significant opening in the Danish market for Enermet. Enermet is one of the world’s leading suppliers of energy metering and load management solutions. Enermet has some 300 employees and reported sales of approximately €80 million in 2003. Enermet is controlled by the Industri Kapital 1994 Fund. Telefos sells Validation Telefos has sold Validation, one of its four remaining businesses, to TeliaSonera and WM-data. FOCUSING: F Group is Denmark’s largest brown goods retailer with annual sales of approximately €280 million. The Industri Kapital 1997 Fund holds a 37 per cent stake in F Group through FGH A/S. 6 ik news TeliaSonera acquired Validation’s Business Area Net in order to secure strategically vital expertise within the fields of quality assurance, validation, and configuration, while WM-data strengthened its telecom operations through the acquisition of Validation’s IT operations. Following the divestiture of Validation, three businesses remain within the Telefos Group: Swedia Networks, Teleadress and Multicom Security. The Industri Kapital 2000 Fund controls 51 per cent of Telefos. PORTFOLIO COMPANY NEWS PERSONNEL Dynea and Metafrax join forces in Russia New recruits Dynea Chemicals Oy (Finland) and JSC Metafrax (Russia) have established a jointly owned company, which will operate under the name Z.A.O. MetaDynea. The new company aims to ensure the availability of high quality adhesives for the manufacture of wood based panels, for other wood working industries and various industrial applications. Tina Jost Jensen Danish Assistant, Danish/Norwegian team Based in London MetaDynea is building a new resins plant in Gubakha, in the Russian Perm region. The plant, which is expected to start production in Q3 2004, will produce urea and melamine resins, based on Dynea technology, for the rapidly growing woodworking industries of Russia and its neighbouring countries. “MetaDynea supports both Dynea’s and Metafrax’s longterm strategies. Thanks to our combined resources, we have an excellent platform from which to continuously develop our services to our customers in the Russian and neighbouring markets,” says Mr Joni October Next issue of IK News Katja Vatanen Swedish Assistant, Finnish team Based in Stockholm CALENDAR 19 October Investor Advisory Committee Meeting, London PLATFORM IN RUSSIA: Roger Carlstedt, President and CEO of Dynea (in centre of picture), shaking hands with the company’s new joint venture partner's representatives, Mr Vladimir A. Daut, General Director and Mr Armen G. Garslyan, Chairman of the Board of Directors, JSC Metafrax. Lukkaroinen, Chairman of the Board of Z.A.O. MetaDynea. The company’s head office is located in Moscow. All of Dynea’s business activities in Russia have been incorporated into Z.A.O. MetaDynea, which will also act as the Russian distributor for Dynea’s other products. Dynea is a leading provider of global adhesion and surfacing solutions to the woodworking industry as well as for a wide range of other industrial applications. Dynea employs some 3,200 people and has an annual turnover of approximately €1 billion. 9 December Investor Meeting, London Industrial Advisory Board Meeting, London During December Annual Update distributed to investors 30 September 2004 Reports, including Valuations distributed to investors. TRANSACTIONS Industri Kapital sells Groupe Fives-Lille to Barclays Private Equity France The Industri Kapital 2000 Fund has signed an agreement regarding the sale of its stake in Groupe Fives-Lille (“GFL”) to Barclays Private Equity France and GFL’s management. GFL was acquired by IK through a public-to-private on the Paris Stock Exchange in February 2001. The successful shift from manufacturing to pure play engineering combined with strategic focusing on core activities allowed GFL to more than double its operating profit under IK’s ownership. This strong performance supported the company’s recapitalisation in 2003. “We are delighted that the management team consistently exceeded the plan and our expectations. GFL is IK’s first realisation in the French market and demonstrates our ability to generate superior returns on a pan-European basis,” said Christopher Masek, Director of IK. Frédéric Sanchez, Chairman of Fives-Lille’s Executive Board comments: “With Industri GFL produces equipment for the automotive Kapital’s support and industry. active involvement, Groupe Fives-Lille has Fives-Lille looks to the future been significantly transformed with optimism and confidence.” over the last three years. Its GFL is a leading international organisation has been simplified industrial engineering group, and restructured around four key which designs and produces areas of business, its competitive equipment, primarily for the positioning has been significantly aluminium, automotive, steel reinforced, its international and cement industries. In 2003, development has accelerated the group had sales in excess and operating profitability has of €700 million. strongly improved. Groupe Industri Kapital reduces its shareholding in Alfa Laval In May, the Industri Kapital 2000 Fund sold 10,500,000 shares in Alfa Laval to a range of Swedish and international institutional investors, corresponding to 9.4 per cent of the total number of shares and votes in Alfa Laval. The shares were sold at a price of SEK 111 per share, generating proceeds of approximately €125 million for the fund’s investors. The Industri Kapital 2000 Fund thereby reduced its shareholding from 17.9 per cent to 8.5 per cent. The sale was managed by Enskilda Securities and Credit Suisse First Boston. ik news 7 WEBLINKS www.industrikapital.com www.fortex.nl www.alfalaval.com www.gardena.com www.arcasystems.com www.haust.nl www.ceva.com www.intrum.com www.citylink.se www.labeyrie.com www.consolis.com www.laho.fr www.cpscolor.com www.macgregor-group.com www.dynea.com www.oriflame.com www.dynonobel.com www.perstorp.com www.elektrokoppar.se www.superfos.dk www.enermet.com www.telefos.se www.fgroup.dk www.vsmgroup.com www.fiveslille.com www.welzorg.nl IK News is published three times a year by Industri Kapital Limited, Brettenham House, 5 Lancaster Place, London WC2E 7EN, England. © 2004 Industri Kapital Limited. All rights reserved. Neither this publication nor any part of it may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior permission of Industri Kapital Limited. Editor: Anne Holm Rannaleet. Assistant editor: Maria Nilsson. Cover photo: Annika Vannerus/Tiofoto Production: Åkesson & Curry AB, Sveavägen 62, SE-111 34 Stockholm, www.akessoncurry.com. www.industrikapital.com