Equity Story OPA def ING
Transcription
Equity Story OPA def ING
Resultados 1S 2005 Fuerte crecimiento en todos los negocios Endesa: stronger business, greater value 1 3rd October 2005 Gas Natural’s offer is unacceptable § Clearly insufficient price § Payment with over-valued stock § Value destructive Endesa offers greater value § Maximum priority on shareholder returns § Strong organic growth § Management commitment reinforced 2 Endesa is worth much more than Gas Natural’s offer Endesa’s implied share price based on latest comparable transactions (€/share) 37,7 28,4 Offer by Gas Natural (€/share) 35,1 28,5 21,1 Enel/Viesgo Sep 01 FerroatlanticaENBW/ Hidrocantábrico Mar 01 Suez/ Electrabel Aug 05 ACS/Union Fenosa Sep 05 100% CASH 100% CASH 80% CASH 100% CASH 11.0x 11.0x 13.0x 12.4x EV/EBITDA multiple 30-sep 35% CASH 9.4x 3 Gas Natural offer: “just paper” (€ billion) Little cash … …which is paid by Endesa itself! 22,5 65.5% 14,7 Acquisition financing Shares 7,8 9 34.5% 7 Cash Disposal of valuable and strategic assets of Endesa 4 Gas Natural shares: overvalued and illiquid Analysts value Gas Natural below its current market capitalisation Gas Natural’s stock has very little liquidity Average target price 22.17 €/share BNP 24,70 Fortis Bank 24,70 ABN Average daily volume 2005 (€ million) 23,80 Chevreux 23,34 UBS 23,00 Citigroup 21,50 Goldman Sachs 21,50 Ixis Securities 193,1 21,00 CSFB 20,80 Deutsche Bank 20,80 JP Morgan 20,50 Morgan Stanley 20,50 21,8 +11% Gas Natural Endesa 0,00 Gas Natural 16 24,53 18 20 22 24 26 Note: Based on target prices of international analysts prior to Gas Natural’s takeover offer 28% 89% Free Float 5 The offer premium is absolutely inadequate Day one Prior 4 weeks 49% 45% 27% 27% 16% 15% Successful hostile tender offers Failed hostile tender offers GN offer for Endesa Successful hostile tender offers Failed hostile tender offers GN offer for Endesa Note: Based on hostile tender offers of more than €10 billion since January 1995 for European targets 6 La Caixa would gain control of Endesa without paying a control premium Shareholding structure § The combined entity would have a lower free-float both in euros and percentage terms § Corporate governance issues 64% FreeFloat/Others § Shareholders denied a control premium today… 6% Caja Madrid 30% Caixa / Repsol § …while in the future the major shareholder could sell its stake at a premium 89% 9% Endesa 2% § Risk of flowback Endesa +GN 7 Gas Natural: a troubled future “For Gas Natural, completing the transaction is almost a vital necessity because the future for the company is nothing other than a constant reduction in its market share”. Isidre Fainé, CEO La Caixa, ElConfidencial.com, 14 Sep 2005 Spain has among the highest gas tariffs within the European Union Gas Natural’s market share has declined by more than 20% in the last 3 years Residential gas tariffs in Spain vs. EU 2005 (€c/kWh) 10.3 10.2 9.6 9.0 Gas Natural’s market share evolution (% of total volume) 83% 8.8 7.6 Spain Germany Holland France Ireland Source: Eurostat, Gas Natural UK 61% 2001 2004 8 Endesa is already a global leader Creating a leading, fully integrated global energy company September 2005 …and loss of leadership in electricity Gas Natural brings no fundamental increase in size … Global installed capacity 2004 (GW) EV (€ billion) EDF 83 E.On RWE E.On 78 63 Enel Endesa + GN 54 Suez 49 Endesa 48 33 Iberdrola GDF 31 Scottish Power 20 EDP 19 125 EDF >85 +12% 54 Endesa 46 Enel 46 Suez 45 RWE 44 Endesa+GN 37 Iberdrola 25 15 Scottish Power EDP 12 10 Union Fenosa Union Fenosa 17 Centrica 16 Centrica Gas Natural 14 Gas Natural (21%) 3 1 9 Endesa’s international business would shrink Creating a leading, fully integrated global energy company September 2005 Gas Natural substitutes Italy and France with Puerto Rico and Mexico Geographic presence EBITDA 2004 X Latam Europe +2 p.p -8 p.p Spain and +6 p.p Portugal Endesa Endesa + GN Endesa New presence provided by Gas Natural 10 Gas Natural brings no value to Endesa’s gas procurement business Creating a leading, fully integrated global energy company September 2005 Upstream and midstream gas § Gas Natural with no gas reserves and in a captive JV with Repsol provides no advantages Gas sourcing § Endesa already enjoys significant purchasing power due to scale § Competitive, diversified and flexible portfolio of contracts § Optimised gas sourcing by origin, destination and use Diversified sourcing portfolio Competitive sourcing Geographical split of sourcing contracts signed (98-05) Gas sourcing price* 100% 100% Qatar Trinidad Repsol Nigeria Algeria Nigeria Algeria Eni Qatar Gas Natural Gas Natural Endesa 103* * 100 Gas Natural Endesa * Average price of sourcing contracts signed between 1998-2005 with destination Spain (Base 100) ** Estimated price for Gas natural 11 Gas Natural adds no value to Endesa’s distribution and commercialisation activities Creating a leading, fully integrated global energy company September 2005 Gas distribution Electricity distribution § No synergies in joint network operations - Different skills (wires vs. pipes) - No overlap in equipment suppliers - Already sufficient scale in service providers Gas commercialisation Electricity commercialisation § Minimal synergy contribution from additional customers as Endesa is already significantly above critical mass: 22 million customers, 11 million in Spain § Endesa already offers its customers dual-fuel 12 New entity would lose Spanish market leadership to main competitor Electricity generation in Spain 2004 (Market share) Others 34% 36% Iberdrola 26% 35% Endesa 38% 31% #1 Pre-transaction #2 Post-transaction Electricity distribution in Spain 2004 (Market share) Others 20% 20% Iberdrola 38% 40% Endesa 42% #1 Pre-transaction 40% #2 Post-transaction 13 Generation / supply balance severely damaged Net position 2004 Pre-transaction: Endesa balanced, Iberdrola short 1% Post-transaction: Endesa + GN short, Iberdrola balanced 0% -22% -27% Iberdrola Endesa Iberdrola Endesa + GN Moreover, the combined group would suffer from Gas Natural’s declining market share 14 Destruction of Endesa’s European platform Pre-transaction: only Iberian utility with relevant position in Europe Installed capacity in Europe 2004 (MW) Installed capacity in Europe 2004 (MW) 9.334 Endesa Iberdrola Gas Natural Iberdrola 0 3.670 5.574 EBITDA Europe (1) 2004 (€ million) 640 Endesa Gas Natural Endesa + GN 0 EBITDA Europe (1) 2004 (€ million) Iberdrola Post-transaction: Break-up Endesa + GN 308 0 24 (1) Includes 100% consolidated EBITDA FY 2004 of SNET Iberdrola 356 15 The transaction adds no value in Latam Latam EBITDA 2004 by country (€ million) Chile 462 Colombia 425 Brazil 347 Argentina 204 Peru 66 Puerto Rico 53 Endesa 75 36 0 202 Mexico 61 Gas Natural Note: Spanish GAAP figures for comparison purposes § Limited geographic overlap § No synergies § Very limited additional geographic presence 16 Exaggerated synergies (€ million) Cost area Commercial Announced synergies by Gas Natural 175 Information Technology 90 Corporate 85 Distribution 75 Latam Total 30 350 105 Estimated achievable synergies Rationale 35-55 § Endesa’s cost base: €188 million § Call centres already surpass economies of scale § Joint billing of regulated costumers not allowed in Spain 10-30 § Endesa’s software costs are already variable (outsourcing) § Maximum synergy potential: 10% of combined cash cost (based on benchmarks) 30-40 § Endesa’s cost base: €81 million § Maximum synergy potential: 25% of combined costs (based on benchmarks) § 2 headquarters 0-5 § No overlap of suppliers § Already sufficient scale § Different skills (wires vs. pipes) 5-10 § Different geographical presence § Minority shareholders 80 - 140 Endesa + GN will only be 12% larger but yet smaller both in the electricity and gas businesses 17 Gas Natural’s plan destroys value (€ million) Estimated achievable synergies 80-140 Negative integration synergies Negative synergies from asset disposals Negative synergies from regulatory risk Negative total estimated synergies >200 § Non-optimal organization (120) § Integration of collective labour agreements (60) § Overhead costs of disposed assets (25) § Hostile transaction § Pre-agreed asset disposals at very low multiples § Sale of Endesa Europe § In contradiction with: – Spanish and European precedents – Conclusions of White Book – EU market liberalisation directive § Transaction structure may be modified substantially In addition, integration costs are estimated at more than €600 million versus €100 million assumed by Gas Natural Note: all figures in € million 18 Gas Natural has no experience in managing, acquiring and integrating large companies Acquisition track record (€ million - enterprise value) Endesa bid 2002 2003 Nettis Gas Plus + Sinia XXI Smedigas 2004 272 3Q2005 NA 2Q2005 140 Dersa 1Q2005 3Q2004 2Q2004 70 4Q2004 100 1Q2004 NA 3Q2003 2Q2003 1Q2003 4Q2002 130 3Q2002 2Q2002 156 1Q2002 Grupo CEG Brancato Ecoeléctrica 4Q2003 Iberdrola assets in Brazil and Colombia 47,450 2005 19 Gas Natural destroys value for Endesa shareholders Spain and Portugal § Leadership given to main competitor with generation-supply balance severely HANDS OVER LEADERSHIP damaged Europe Latam § Loss of strategic growth platform in Italy and France § No additional contribution nor synergy DISINTEGRATION NO VALUE ADDED potential § Higher integration costs than synergies Combined entity § Strategic assets sold cheaply to main competitor VALUE DESTRUCTION § Regulatory and execution risk § Inexperienced management team 20 Gas Natural’s offer is unacceptable § Clearly insufficient price § Payment with over-valued stock § Value destructive Endesa offers greater value § Maximum priority on shareholder returns § Strong organic growth § Management commitment reinforced 21 Endesa is committed to dividends in excess of €7 billion over the next 5 years Dividends from ordinary business + Dividends from disposals >12% growth per year 100% pay-out of capital gains Net income growth >12% per year Auna ~ €1/share Leverage always < 1.4x Additional non-strategic disposals 22 Note: Dividend policy to be approved at General Shareholders’ Meeting The disposal of non-strategic assets will generate future additional dividends Assets sold in 2005 (excluding Auna) (€ million) Smartcom Real estate assets REAL ESTATE ASSETS 408 + § 113 § + Sidec Assets in excess of €1 billon to be disposed 104 Endesa’s total real estate assets in Spain > 43 million m2 Identified 13 estates of 3 million m2 valued** by Jones Lang Lasalle in ~ €750 million (once urban permits obtained) + 5.33% E. Italia 159 + Other * 128 Total 912 OTHER NON-STRATEGIC ASSETS § § § 3% REE 10% EUSKALTEL 50% ALTEK (Turkey) Market valuation in excess of €200 million Capital gains ~225 * Nueva Nuinsa, Lydec and Mundivía ** Valuation has been confirmed by IREA 23 Strong organic EBITDA growth Investment Plan 2005-2009 (€ billion) 7,500 Total: 14.6 Latam 2.5 Europe 1.8 CAGR 2004-2009 (%) EBITDA (€ million) 4,521 Total 10-11% 2,225 Latam 7-9% 1,050 Europe 13-15% 4,200 Spain and Portugal * 1,522 535 Spain & Portugal 10.3 2,472 2004 Note: All figures reported in IFRS * Includes -€8 million of other businesses 10-12% Target 2009 24 EBITDA growth reinforced by efficiency plan launched in 1H2005 Margin improvement in 2009 vs. 2004 (€ million) In 2007, 70% of the targets achieved 65 320 140 50 70 15 70 525 285 Improvement in contribution margin 240 Improvement in fixed costs 165 155 Spain and Portugal Europe Latam Note: In addition, corporate procurement optimisation plan under implementation Total 25 Spain: growth through a unique and valuable asset portfolio EBITDA 2004-2009 (€ million) +10-12% CAGR 250 320 1,158 4,200 2,472 2004 Activity increase Operating Regulatory efficiency review improvements 2009 26 Spain: growth in demand and installed capacity New installed capacity (MW) 12,400 5,000 +4,000 GWh Impact of increased activity on EBITDA 09 vs. 04 (€ million) § Higher production under ordinary regime (20,000 GWh) 480 § Higher production under special regime (4,000 GWh) 310 § Increase in market margins 440 6,150 3,000 Islands +4,000 GWh 3,750 Renewables & cogeneration 1,200 CCGT 1,200 2004 4,400 +16,000 GWh § Impact on regulated distribution 210 margin driven by increase in demand (CAGR=4%) and inflation § Reduced production in less efficient plants (282) Target 2009 TOTAL 1,158 27 Spain: efficiency plan based on specific initiatives already in progress 60x5 Plan already in place § Launched in March 2005 § Identified 60 initiatives generated by a ‘bottom-up’ approach § Each initiative already has an implementation plan, a calendar and a project manager § EBITDA impact of ~€200 million in 2006 Efficiency plan breakdown in 2009 Key initiatives (€ million) Distribution Generation 80 65 § Project ‘Meta’ for quality improvements § Project ‘Micro’ for efficiency improvements § Review of supplier terms 30 110 90 155 Commercialisation 10 45 55 Cost improvement § Project ‘Lean’ for cost reductions and availability improvements § Improved fuel specifications management § Optimisation of wholesale market policies § Development of valueadded services § Optimisation of client portfolio TOTAL: 320 Operating improvements with impact on contribution margins 28 Spain: conservative regulatory assumptions EBITDA impact 2009 vs. 2004 (€ million) Distribution Return on network expansion investments vs. current revenue model based on demand growth and efficiency factor (impact on Endesa proportional to its market share in distribution) +300 Generation on the islands Payment of fuel costs and returns on realised investments, as per Royal Decree 1747/2003 and further Ministerial Orders +150 Revenue cap No revenue recognition >€36/MWh in hydro and nuclear -200 +250 This scenario assumes the elimination of the current CTC mechanism and a tariff increase of only 3% per year Regulatory scenarios of other market participants would provide an improvement of €500 million by 2009 29 Europe: a strong growth platform EBITDA 2004-2009 (€ million) +13-15% CAGR 195 320 1,050 535 2004 Italy (1) Includes €105 million due to SNET’s consolidation France (1) 2009 30 Europe: operational improvements and growth opportunities Market entry Efficiency improvements Organic growth ITALIY R FRANCE R POLAND § Attractive market due to size, growth potential and location § Market knowledge due to Endesa’s current presence § Endesa able to achieve significant efficiency improvements § Project IRR ~ 12% 31 Italy: growth is driven by new generation capacity Installed capacity (MW) +1,755 MW +31% 7,475 Renewables 6,590 5,720 CCGTs Radical change in mix Hydro Coal Fuel Gas 2001 2005 2009 32 Italy: unit margins maintained in a market with declining prices Renewables plan covers green certificate needs § Increase of 425MW in 2005-2009 Margin improvement due to change in mix and access to more competitive gas § Re-gasification plant of Livorno (25%): 2bcm off-take in 2007 Improved operating efficiencies of €95 million in 2009 § Fixed costs decrease from €6.1/MWh (2004) to €5.2/MWh (2007) § Net position of green certificates from –80% to +8% § Re-gasification plant of Monfalcone (shareholding under negotiation): total plant capacity of 8bcm § Improved plant performance § Structure downsizing § Optimisation of energy management and Italy-France arbitrage 33 France: continued efficiency gains and increased capacity Continuous efficiency improvements § 55 MW of wind energy under development (Employees/MW) 0.59 -24% 0.45 Capacity growth – Leahocourt -18% – Infinivent 0.37 § Additional development opportunities – 2,000MW of CCGTs in current locations 2001 2004 2009 § €45 million impact in 2009 – Fixed costs reduction – 200MW of renewables – EPR – Optimisation of energy management 34 Latam: increasing contribution to net income, cash flow and value EBITDA 2004-2009 (€ million) +7-9% CAGR 65 340 323 2,250 1,522 2004 Increase in activity Improved unit margins Note: All figures in € using forward exchange rates in each local currency Improved operating efficiency 2009 35 Latam: increased volumes driven by new capacity and demand growth New capacity construction in Chile and Peru (MW) Activity increase Generation San Isidro II 54.8 Etevensa Palmucho San Isidro II CAGR 3.5% (TWh) 65.3 6 166 2004 Etevensa 2009 589 356 Distribution sales (TWh) 61 2006 66.6 CAGR 5.0% 52.3 2007 2008 2009 Total 2004 2009 36 Latam: margin improvement based on efficient asset management Improvement in unit margins Distribution § Tariff established at Codensa and Chilectra § Annual readjustment in Ampla’s and Coelce’s tariff § Revised tariff at Edesur agreed for 2006 Generation § Thin reserve margins in the region § Readaptation of prices in Argentina (FONINVEMEN) § Increased node pricing in Chile + 2.3% CAGR +4.3% CAGR Improved operating efficiency of €65 million § Reduced losses: “Red Ampla” (€35 million) § Improved availability (€15 million) § Improved fixed costs in distribution and generation (€15 million) 37 Latam: continued increase in cash generation Recent past (2000-2004) Future commitments (2005-2009) Cash flow to Spain: US$1,422 million (US$ million) 250 Significant unrealised capital gains US$ million 5,700 Rest of portfolio 300 1,200 4,300 1,200 Enersis 1,000 750 4,200 Market value * 3,100 Dividends Capital reduction Total § Possible additional cash increase of US$1 billion – IPO secondary tranche of Endesa Brazil: US$150 million – Change in structure of shareholdings: US$800 million Book value * Market value of stake in Enersis + book value of remaining portfolio (more than US$300 million in estimated additional value) 38 A reinforced commitment to specific targets § EBITDA: 10-11% annual growth § Net income: >12% annual growth § Dividend growth: - Annual growth >12% in dividends - Distribution of 100% of capital gains § Leverage: <1.4x 39 New alignment of compensation to stock performance by the Board and Senior Management § 100% of variable compensation from 2005 to 2009 linked to share price performance* § Initial reference price €22.27/share (30 Sept 05 closing price) § No bonus if share price drops to €18.56/share (2 Sept 05 closing price)* § Reinvestment of 50% of bonus in Endesa shares § Bonus represents 40-70% of fixed compensation for senior management Note: Approved by the Board’s Executive Committee; subject to General Shareholders ’ Meeting ratification and no change of control * Total return to shareholders versus Eurostoxx Utilities Index 40 Endesa’s business is clearly superior to that of Gas Natural Industrial project Value Endesa + GN Endesa #2 in Spanish electricity sector #1 in Spanish electricity sector #5 in Italian electricity sector #3 in Italian electricity sector No presence in France #3 in French electricity sector #1 in Latam #1 in Latam Market capitalization of €26 billion Market capitalization of €24 billion Strategic assets given away to main competitor Maintaining unique assets in Spanish and European portfolio Value destruction from negative synergies and integration costs Risks Strong track record in realising efficiencies continues with new plan Inexperienced management team Experienced and committed management team Significant execution and regulatory risks Consolidated growth plan 41 Endesa: stronger business, higher value Endesa Gas Natural STRATEGIC PLAN GIVING AWAY ASSETS TO MAIN COMPETITOR + EFFICIENCY IMPROVEMENTS + + NEGATIVE SYNERGIES AND HIGH INTEGRATION COSTS NON-STRATEGIC ASSET DISPOSALS + + RETURNS TO SHAREHOLDERS REGULATORY RISK + + FINANCIAL COMMITMENT OF SENIOR MANAGEMENT INEXPERIENCED MANAGEMENT TEAM = = THE VALUE IN ENDESA BELONGS TO SHAREHOLDERS... ...AND GAS NATURAL WOULD DESTROY IT 42 IMPORTANT LEGAL INFORMATION Investors are urged to read Endesa’s Solicitation/Recommendation Statement on Schedule 14D -9 when it is filed with the U.S. Securities and Exchange Commission (the “SEC”), as it will contain important information. The Solicitation/Recommendation Statement and other public filings made from time to time by Endesa with the SEC are available without charge from the SEC’s website at www.sec. gov and at Endesa's principal executive offices in Madrid, Spain. Statements in this presentation other than factual or historical information are “forward -looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements regarding Endesa’s anticipated financial and operating results and statistics are not guarantees of future performance and are subject to material risks, uncertaint ies, changes and other factors which may be beyond Endesa’s control or may be difficult to predict. Forward -looking statements could include, but are not limited to, statements regarding: (1) estimated future earnings; (2) anticipated increases in wind and CCGTs generation and market share; (3) expected increases in demand f or gas and gas sourcing; (4) management strategy and goals; (5) estimated cost reductions and increased efficiency; (6) anticipated development s affecting tariffs, pricing structures and other regulatory mat ters; (7) anticipated growth in Italy, France and elsewhere in Europe; (8) estimated capital expenditures and other investments; (9) expected asset disposals; (10) est imated increases in capacity and output and changes in capacity mix; (11) repowering of capacity; and (12) macroeconomic conditions. For all of these-forward looking statements, Endesa claims the protection of the safe harbor for forward -looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Endesa disclaims any obligation to revise or update any forward -looking statements in this presentation. The following important factors, in addition to those discussed elsewhere in this presentation, could cause actual financial and operating results and statistics to differ materially from those expressed in our forward-looking statements: Economic and Industry Conditions: materially adverse changes in economic or industry conditions generally or in our markets; the effect of existing regulations and regulatory changes; tariff reductions; the impact of any fluctuations in interest rates; the impact of fluctuations in excha nge rates; natural disasters; the impact of more stringent environmental regulations and the inherent environmental risks relating to our business operations; and the potential liabilities relating to our nuclear facilities. Transaction or Commercial Factors: any delays in or failure to o btain necessary regulatory, antitrust and other approvals for our proposed acquisitions or asset disposals, or any conditions imposed in connection with such app rovals; our ability to integrate acquired businesses successfully; the challenges inherent in diverting management's focus and resources from other strategic opportunities and from operational matters during the process of integrating acquired businesses; the outcome of any negotiations with partners and governments; any delays in or failure to obtain necessary regulatory approvals (including environmental) to construct new facilities or repower or enhance our existing facilities; shortages or changes in the price of equipment, materials or labor; opposition of political and ethnic groups; adverse changes in the political and regulatory environment in the countries where we and our related companies operate; adverse weather conditions, which may delay the complet ion of power plants or substations, or natural disasters, accide nts or other unforeseen events; and the inability to obtain financing at rates that are satisfactory to us. Political/Governmental Factors: political conditions in Latin America and changes in Spanish, European and foreign laws, regulat ions and taxes. Operating Factors: technical difficulties; changes in operating conditions and costs; the ability to implement cost reduction plans; the ability to maintain a stable supply of coal, fuel and gas and the impact of fluctuations on f uel and gas prices; acquisitions or restructurings; and the ability to implement an international and diversification strategy successfully. Competitive Factors: the actions of competitors; changes in competition and pricing environments; the entry of new competitors in our markets. 43 Resultados 1S 2005 Fuerte crecimiento en todos los negocios Endesa: stronger business, higher value 44 3rd October 2005