Acquisition of TDG by Norbert Dentressangle Presentation to

Acquisition of TDG
by Norbert Dentressangle
Presentation
to Analysts and Press
Disclaimer
This document has been prepared by Norbert Dentressangle for the sole purpose of
presenting the agreement signed on 26 November 2010 to acquire the transport and
logistics company TDG. This document may not be copied or distributed, in whole or in
part, without prior agreement from the company. Norbert Dentressangle assumes no
responsibility for the use of this document by any person outside the company.
company
This document contains no earnings forecast data.
The company makes no commitment and provides no guarantee concerning the realization
of any targets or aims that may be expressed within its business plans.
While the company believes its targets are reasonable, readers are reminded that said
targets are subject to risks and uncertainties, notably as described in the "Risk factors"
section of the annual "Document de Référence" registration document.
2
Transaction overview
Î
Norbert Dentressangle has signed an acquisition agreement with
the investment company Douglas Bay for 100% of the shares of
Laxey Logistics Ltd, holding company for TDG, one of the Europe’s
largest logistics companies
Î
The transaction is subject to the agreement of the EU competition
authorities
Î
Estimated closing date planned for early 2011
3
Transaction details
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Transaction equity value: £196 million
z
Î
Taking over TDG’s debt
All cash transaction, financed through:
z
Existing cash resources
z
G
Group’s
’ credit
dit lines
li
• € 100m of credit lines dedicated to financing of acquisitions
• Up to € 150m of revolving credit facilities
4
TDG
A significant player
Î
£ 662M of revenue as of 31/12/2009
/ /
Transport
54%
33%
Logistics
14%
Freight Forwarding
Î
6,222 employees
Î
1,350 tractor units and 2,600 trailers
Î
1,200,000 m2 warehousing capacity
Î
134 sites
Î
Head office based in Manchester
5
TDG
A key player in UK with an international presence
on the European continent
4%
Î
74%
Split in TDG’s revenue
per country
8%
4%
1.5%
8.5%
6
TDG
A high quality customer portfolio
7
TDG : 3 businesses
Transport
Dedicated distribution UK & Ireland
„ 30 sites
p
solutions
„ Dedicated contracted transport
„ Manufacturing B2B sector
Fuel and bulk UK & Ireland
„
„
„
„
Fuel deliveries
Liquid chemicals tankers
Powder tankers
Tank and IBC cleaning
4PL platform UK & Ireland
„ 2 main
i contracts
t
t B2B industry
i d t
Bulk Logistics UK
„ Bulk liquids storage and handling
facilities in Dagenham (London)
„ Deep
D
water
t main
i access
ADR networks UK & Spain
„ For packed chemicals and
goods sector
hazardous g
„ Full, part load and express capabilities
„ 100% subcontracted in Spain
8
TDG : 3 businesses
Logistics
Logistics UK
„ 28 sites
„ Multi-customer / multi-temperature shared user
warehousing
„ Warehousing and transport solutions for ‘high
volume’ products
„ COMAH warehousing
Logistics Belgium
„ 2 sites
„ Shared user, packed chemical
„ Warehouse and ADR distribution
Logistics Netherlands
„
„
7 sites
Dedicated and shared user warehouses
Logistics Germany
„
„
2 sites
Dedicated logistics
9
TDG : 3 businesses
Freight forwarding
Main flows
„
„
„
„
Far East
India
Turkey
America
Market specialisation
„
„
„
„
Ceramics
Chemicals
Pharmaceuticals
FMCG
5 countries
„
„
„
„
„
Ireland
UK
Netherlands
Hungary
Spain
10
Norbert Dentressangle
Key figures
Turnover: €2.7 billion in 2009
365
27,000 employees in 19
7,000
tractor units
sites
countries on
5,300,000 m2
3
continents
of warehousing space
11
Norbert Dentressangle and TDG
€ 3.6 billion1 annual estimated revenue
Î
Norbert Dentressangle is in the European top-10 of global supply
chain providers
DHL
(in € Billion)
24
15
K&N
SCHENKER
10
NORBERT
DENTRESSANGLE
GEODIS
CEVA
5
DSV
PANALPINA
DACHSER
WINCANTON
0
Î
Î
1:
Amortization of investment in IT and engineering over a wider area
Network and purchases optimisation
2010 pro forma
12
Norbert Dentressangle and TDG
Strengthening of market positions in the 3 business areas
TRANSPORT
LOGISTICS AMBIENT AND COLD
Largest fleet
in Europe
with
€ 1.95 billion revenue
N°5 in Europe
with
€ 1.6 billion revenue
53% of turnover
44%
of turnover
FREIGHT FORWARDING
Becomes a significant
revenue stream:
€ 100 million with
24 offices
3%
of turnover
13
Norbert Dentressangle and TDG
An even more international company
Turnover
21%
57%
44.4% 55.6%
43%
79%
€ 1.6 billion
€ 3.1 billion
€ 3.6 billion
2006
2008
2010
14,600 employees
28,600 employees
33,000 employees
((estimated))
24.1%
75.9%
58%
49.3% 50.7%
42%
Employees
Outside France
France
14
Potential growth of TDG’s margins
31/12/09
M£
Turnover
EBITDA
EBITDA margin %
EBITA
EBIT margin %
Î
Î
30/06/10
M£
31/12/09
M€
30/06/10
M€
662
350
2 719
1 400
33
19
189 5
189.5
99 0
99.0
4.9%
5.4%
7.0%
7.1%
26
12
2
80
80.4
45.3
3
2.6%
3.4%
3.0%
3.2%
Continue strong momentum of sales efficiency and profitability
Implementation of Norbert Dentressangle management principles
15
Forecast synergies
Î
Cost synergies estimated at € 12M before interest
and taxes
z
Renegotiating more favorable purchasing
z
Back office and IT optimisation
Î
Full effect within 18 months
Î
No revenue synergies taken into account
16
A strong financial situation
30/06/10
conso
Gearing
(net financial debt / equity)
ND
management
Limits
Bank
covenants
107 %
150 %
< 200 %
Leverage
(net financial debt / EBITDA)
2.1 x
3.0 x
< 3.5 x
Interest Cover
(EBITA / net interest expense)
4.7 x
> 2.5 x
> 2.5 x
17
Conclusion
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EPS accretive within year 1
Î
Financial flexibility maintained
Î
Strengthening of the 3 Norbert Dentressangle businesses
Î
Significant revenue increase in freight forwarding
Î
An even more international company
18
Timetable
Î
Signing
26th November 2010
Î
EU Regulatory approval
5-6 weeks
Î
Closing
Mid January 2011
19
Acquisition of TDG
by Norbert Dentressangle
Presentation
to Analysts and Press