Presentazione standard di PowerPoint · Jun-18 Linkem Go Internet 62 EUR 8.3x Jan-18 Eolo...
Transcript of Presentazione standard di PowerPoint · Jun-18 Linkem Go Internet 62 EUR 8.3x Jan-18 Eolo...
Hello tomorrow
The new RetelitA unique ICT partner supporting every business from infrastructure to data
People and platforms together to develop innovative projects for a complete Digital Transformation
People and systems to integrate, orchestrate,
develop and drive digitaltransformation solutions
DIGITAL HUMAN CORE
FIBER
CONNECTIVITYNETWORK
SDW
AN5G
IOT
DATACENTER
HO
USIN
G
INFRASTRUCTURE
MULTICLOUD
APPLICATIONS
AGILEERP
SAPBUSINESS INTELLIGENCEDE
VOPS
BPO
WO
RKFL
OW
MES
THE NEW VALUE PROPOSITION
Business
Process
Growth
Data
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MICROSOFT
CYBERSECURITY
Value chain of Digital TransformationSTARTING POINT
5G
Legacy System
SaaS
Fiber Optic
FWA ConnectivityInternet
SD-WANData Center
IaaS PaaSBig Data
Artificial IntelligenceMulticloud
Public Cloud
Data Management
OSS&BSSManagement
IT Management
ERP CRM
DevOpsCustom Applications
Business Intelligence
User Experience Enhancement
Industry 4.0 Applications Digital Marketing
IoT
Cyber Security
Managed Network
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RETELIT & PA GROUP
INFRASTRUCTURE
Together to provide a complete ICT services value chain
MANAGED SERVICES
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Over 600 professionals all over Italy
A leading Italian provider of services, innovative solutions and platforms targeting large and medium corporates, government and key financial institutions
Core competencesCRM, ERP, MES and Business Process Automation
Main business• Managed Services, with PA ABS, PA Expertise and PA Evolution• Infrastructure, mainly with the controlled Inasset and Spin
8,000 clientsacross 6 different industries: automotive, fashion & textile, finance, consumer goods, manufacturing and services
56 60
8 10
14% 16%
2017A 2018A
Revenues EBITDA Adjusted % EBITDA Adjusted Margin
Note: Financials reported pre IFRS 16 for all years.
(€m)
PA GROUP OVERVIEW
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80% 20%
PA GROUP – BUSINESS HIGHLIGHTS
Projects related to SAP products
Technological and organizationalconsultancy services in the security field
Specialized services on thirdparties products in the financialsector
PA ABS
Infrastructure services provider includingConnectivity, Housing, Data Back-up and DisasterRecovery
Management, maintenance and post-sales assistance of applications and software basedon Microsoft platforms
Consultancy services and solutions related to business analytics
PA EXPERTISE
System integrator and Consultancy services in the fields of Cybersecurity, Networking, Telco
Solutions for the Public Administration
Software production, HW and SW installation, maintenanceand post-sales assistance
PA EVOLUTION
PA Group generated c. €60M of revenues in 2018
EBITDA Margin 2018
KEYcustomers
~10% WEIGHTED AVERAGE MARGIN ~35%
Key banking and consumer companies
Major consumer and media companies Leading global car manufacturer Leading telecom and
infrastructure companies
Revenues 2018
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COMPELLING STRATEGIC RATIONALE BASED ON THE OFFER INTEGRATION
ACCELERATED PATH TOWARDS A MORE BALANCED PORTFOLIO BETWEEN INFRASTRUCTURE AND SERVICES 4 YEARS IN ADVANCE WITH RESPECT TO 2023BP TARGETS
OPPORTUNITY TO UNLOCK SYNERGIES THROUGH THE OFFERING OF RETELIT’S SERVICES TO PA GROUP CLIENTS
ENLARGED PLATFORM AND ENHANCED CASH GENERATION PROFILE OF THE COMBINED BUSINESS IDEALLY POSITIONING RETELIT TO PLAY A PIVOTAL ROLE IN THE ONGOING SECTOR CONSOLIDATION
PA Group is ideally placed to complement Retelit’s existing offering creating a one-stop shop for Enterprises with a 360 degrees portfolio covering every business needs in the ICT and digital field.
RETELIT + PA GROUP
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COMPETITIVE LANDSCAPE
YesNoThird Parties
Retelit/Gruppo PA
SYSTEM INTEGRATORItalian entities focused on Network
an Core Application integrations(E.g. SAP, ERP, CRM)
OTT CLOUDInternational public cloud
companies focused on providing IaaS and PaaS
services
TELCO OPERATORMain infrastructure providers
offering connectivity, Data Center and Cloud services
CLOUD & SERVICE PROVIDER
Large Service Provider focused on selling
connectivity and Data Center Solutions
NETWORK
DATA CENTER
CLOUD
CORE APPLICATIONS
DIGITAL SERVICES
INTEGRATION,ORCHESTRATION & DEVELOPMENT
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Infrastructure 84%Services 16%
Infrastructure 53%Services 47%
2019 REVENUES
RETELIT STANDALONE RETELIT + PA GROUP
SUPPORTING COMPANIES WITH A SMART OFFER BASED ON A COMBINATION OF INFRASTRUCTURE AND SERVICES
BUSINESS MIX EVOLUTION
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Extending Retelit’s clouds services to PA Group clients along with connectivity upgrade and housing services (bundle offer)
Extending PA Group’s services to Retelit’s clients, thus enlarging the spectrum of solutions offered
OPTIMIZATION OPPORTUNITIES
25%
Network and maintenance efficiencies as a result of increased scale and platform combination
Savings from organizational streamlining (e.g. in terms of audit and other central expenses)
Increase the utilization of Retelit’s infrastructure by substituing PA Group third party providers
Additional value can be extracted leveraging on the combined Retelit + PA Group platform post transaction.Margin synergies at runrate to be expected more than 20% of the combined EBITDA
KEY AREAS VALUE CREATION
CROSS-SELLING OPPORTUNITIES
75%
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Expected a significant contribution from synergies, which allow a further EBITDA growth, exceeding morethan 20% compared to the sum of the two companies’ indicesSynergies expected to be fully realized over the next four years, primarily deriving from cross-sellingproducts and solutions to respective Retelit and PA Group client base, providing clients with platform costsoptimization measures
VALUE CREATION FROM TRANSACTION
20%
EBITDA 2019 Retelit Standalone
PA Group 2019 Contribution EBITDA with Synergies Run-rate
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607414
Equity Value Consideration PA Group Net Debt Position (Est.) EV Purchase Price
Strong value creation – purchase price of €74M EV would imply a multiple on EBITDA 2019E of 7.4x pre-synergies
EV / EBITDA 2019E
(€m)
TRANSACTION EV CONSIDERATIONS
7.4x
13
77%
23%
Earn-out for a total of €13M will be paid to key PA Managers/Shareholders in 2020, 2021
and 2022 linked to performance indicators
~ €46M* financed by cash
Up to maximum €14M funded with Retelit shares split in the following way: • Max €6M Retelit Shares (countervalue)• The difference is in cash dedicated to buy Retelit shares on the market in the next 12 months with a
lock up period of 18 months
~€60M* EQUITY CONSIDERATION
Closing by 10th January 2020Acquisition the
100% of PA Group
*Note: estimated Equity Value considering a value of NFP 2019E ~ € 14M
PA GROUP TRANSACTION
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OPTIMIZED FINANCIAL STRUCTURE FOR THE TRANSACTION
FINANCIAL KPI
€103M
Combined Leverage NFP/EBITDA 2019E
at Closing:2.0x
• Efficient capital structure for the transaction envisaging a new bank debt, refinancing existing debt at both companies level and allowing Retelit to optimize its financial position from previous debt-free structure which gave room to strategic transactions
• Debt cost in line with market average• Retelit will keep on paying out a dividend to its shareholders in line with historical levels
TOTAL FINANCINGPA ACQUISITION
AVAILABLE RESOURCES FOR FURTHER M&A
ADDITIONAL FINANCIAL RESOURCES FORESEEN IN THE FINANCIAL AGREEMENT SIGNED WITH BANKS
Debt/(cash) Equity Debt/(cash) Equity
NFP/Equity 0,4x
Retelit standalone2019e
Retelit + Gruppo PA 2019e
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SELECTED PRECEDENT TRANSACTIONIn the Italian market point to a deal value in the region of 9.0x EV/EBITDA, although comparability is affected by size and business model
Source: Elaborations on Factset, Bloomberg and Mergermarket data, company information, Nomura estimate
Completed Date Target Company Bidder Company EV (M) Currency EV/EBITDAJun-18 Linkem Go Internet 62 EUR 8.3xJan-18 Eolo Searchlight Capital 376 EUR 10.2xAug-18 Entanet City Fibre 33 EUR 15.3xJul-17 Mc-Link F2i 74 EUR 8.1xJul-17 Infracom F2i 132 EUR 6.0x
Dec-16 Metroweb Enel Open Fiber 714 EUR 13.6xDec-17 Cedacri FSI 308 EUR 7.3xOct-17 Infinity Technology solution Engineering 4.8 EUR 5.6xJul-17 Infrogroup Engineering 69 EUR 13.6x
Dec-16 AliasLab TeamSystem 50 EUR 5.1xapr-16 Euresys TeamSystem 3 EUR 11.3xfeb-16 Engineering Apax/NB 744 EUR 7.1xapr-14 24 Ore Software TeamSystem 117 EUR 9.9xDec-12 Objectway Futurimpresa 39 EUR 6.8xnov-12 H-umus TeamSystem 4.0 EUR 7.3x
Median 9.0x
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Thanks
This document has been prepared by Retelit S.p.A. (the “company”) for the sole purpose described herein. In no case may it beinterpreted as an offer or invitation to sell or purchase any security issued by the company or its subsidiaries.The content of this document has a merely informative and provisional nature and the statements contained herein have not beenindependently verified. Neither the company nor any of its representatives shall accept any liability whatsoever (whether innegligence or otherwise) arising in any way from the use of this document or its contents or otherwise arising in connection with thisdocument or any material discussed during the presentation.This document may not be reproduced or redistributed, in whole or in part, to any other person. The information contained here inmay include forward-looking statements that are not historical facts, including statements about the company’s beliefs andexpectations. These statements are based on current plans, estimates, projections and projects, and cannot be interpreted as apromise or guarantee of whatsoever nature.However, forward-looking statements involve inherent risks and uncertainties and are current only at the date they are made. Wecaution you that a number of factors could cause the company’s actual results and provisions to differ materially from thosecontained in any forward-looking statement. Such factors include, but are not limited to: trends in company’s business, changes in theregulatory environment, its ability to successfully diversify and the expected level of future capital expenditures. Therefore, youshould not place undue reliance on such forward-looking statements. Retelit does not undertake any obligation to update forward-looking statements to reflect any changes in Retelit’s expectations with regard thereto or any changes in events.
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