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Acquisition of TDGby Norbert Dentressangle
PresentationPresentationto 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 companyresponsibility for the use of this document by any person outside the 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.
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Transaction overview
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 companieslargest logistics companies
The transaction is subject to the agreement of the EU competition authorities
Estimated closing date planned for early 2011
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Transaction details
Transaction equity value: £196 million
Taking over TDG’s debt
All cash transaction, financed through:
Existing cash resources
G ’ dit liGroup’s credit lines• € 100m of credit lines dedicated to financing of acquisitions
• Up to € 150m of revolving credit facilities
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TDG
£ 662M of revenue as of 31/12/2009
A significant player
33%54%
/ /
Transport
33%
14%
54%Logistics
14%
Freight Forwarding
6,222 employees
1,350 tractor units and 2,600 trailers
1,200,000 m2 warehousing capacity
134 sites
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Head office based in Manchester
TDG
A key player in UK with an international presenceon the European continent
4%
Split in TDG’s revenueper country
74% 8%
4%1.5%
8.5%
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TDG
A high quality customer portfolio
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TDG : 3 businesses
Dedicated distribution UK & Ireland30 sitesDedicated contracted transport solutions
Transport
pManufacturing B2B sector
Fuel and bulk UK & IrelandFuel deliveriesLiquid chemicals tankersLiquid chemicals tankersPowder tankersTank and IBC cleaning
4PL platform UK & Ireland2 i t t B2B i d t2 main contracts B2B industry
Bulk Logistics UKBulk liquids storage and handling facilities in Dagenham (London)D t i Deep water main access
ADR networks UK & SpainFor packed chemicals and hazardous goods sector
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gFull, part load and express capabilities100% subcontracted in Spain
TDG : 3 businesses
Logistics UK28 sites
Logistics
Multi-customer / multi-temperature shared user warehousingWarehousing and transport solutions for ‘high volume’ productsCOMAH warehousing
Logistics Belgium2 sitesShared user, packed chemicalWarehouse and ADR distribution
Logistics Netherlands7 sitesDedicated and shared user warehouses
Logistics Germany2 sites
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Dedicated logistics
TDG : 3 businesses
Main flowsFar East
Freight forwarding
Far EastIndiaTurkeyAmerica
Market specialisationCeramicsChemicalsPharmaceuticalsPharmaceuticalsFMCG
5 countries5 countriesIrelandUKNetherlandsHungary
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Spain
Norbert Dentressangle
365 sites
Key figuresTurnover: €2.7 billion in 2009
27,000 employees in 19 countries on 3 continents
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7,000 tractor units 5,300,000 m2 of warehousing space
Norbert Dentressangle and TDG
Norbert Dentressangle is in the European top-10 of global supply chain providers
€ 3.6 billion1 annual estimated revenue
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(in € Billion)DHL
24
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K&N SCHENKER
GEODISNORBERT
DENTRESSANGLE
5
CEVA
DACHSERWINCANTON
PANALPINADSV
DENTRESSANGLE
0
Amortization of investment in IT and engineering over a wider area
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Network and purchases optimisation
1: 2010 pro forma
Norbert Dentressangle and TDG
Strengthening of market positions in the 3 business areas
TRANSPORT LOGISTICS AMBIENT AND COLD FREIGHT FORWARDING
Becomes a significant revenue stream:€ 100 million with24 offices
Largest fleetin Europewith€ 1.95 billion revenue
N°5 in Europewith € 1.6 billion revenue
of turnover of turnover of turnover53% 44% 3%
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Norbert Dentressangle and TDG
Turnover
An even more international company
21%
79%
44.4% 55.6%57% 43%
€ 1.6 billion € 3.1 billion € 3.6 billion
2006 2008 2010 (estimated)
14,600 employees 28,600 employees 33,000 employees
( )
24.1%
58% 42%75.9%
49.3% 50.7%
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EmployeesOutside France France
Potential growth of TDG’s margins
31/12/09M£
30/06/10M£
31/12/09M€
30/06/10M€M£ M£ M€ M€
Turnover 662 350 2 719 1 400
EBITDA 33 19 189 5 99 0EBITDA 33 19 189.5 99.0
EBITDA margin % 4.9% 5.4% 7.0% 7.1%
26 2 80 3EBITA 26 12 80.4 45.3
EBIT margin % 2.6% 3.4% 3.0% 3.2%
Continue strong momentum of sales efficiency and profitabilityImplementation of Norbert Dentressangle management principles
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Forecast synergies
Cost synergies estimated at € 12M before interest and taxes
Renegotiating more favorable purchasing
Back office and IT optimisation
Full effect within 18 months
No revenue synergies taken into account
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A strong financial situation
30/06/10 conso
ND management
Limits
Bankcovenants
Gearing (net financial debt / equity) 107 % 150 % < 200 %
Leverage(net financial debt / EBITDA) 2.1 x 3.0 x < 3.5 x
Interest CoverInterest Cover(EBITA / net interest expense) 4.7 x > 2.5 x > 2.5 x
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Conclusion
EPS accretive within year 1
Financial flexibility maintained
Strengthening of the 3 Norbert Dentressangle businesses
Significant revenue increase in freight forwarding
An even more international company
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Timetable
Signing 26th November 2010
EU Regulatory approval 5-6 weeks
Closing Mid January 2011
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Acquisition of TDGby Norbert Dentressangle
PresentationPresentationto Analysts and Press