Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright...

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Presentation to investors Presentation to investors ACQUISITION OF Şenocak Holding A.S. , controlling stockholder of Klimasan (Klimasan Klima Sanayi ve Ticaret Anonim Şirketi) January 2007

Transcript of Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright...

Page 1: Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright products is well positioned in the markets where Klimasan operates. Open coolers (no-door

Presentation to investorsPresentation to investors

ACQUISITION OF

Şenocak Holding A.S., controlling stockholder of

Klimasan (Klimasan Klima Sanayi ve Ticaret Anonim Şirketi)

January 2007

Page 2: Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright products is well positioned in the markets where Klimasan operates. Open coolers (no-door

Acquisition of Senocak – Summary

On December 26, 2007 we announced the contract to a cquire the control of Senocak Holding A.S., a leader in the European comm ercial refrigeration market

► The Senocak group of companies is long-established in the European commercial refrigeration market – operating since 1915.

► Acquisition of the Senocak group is an important development in the consolidation of this market worldwide. It also gives Metalfrio an outstanding position in Europe.

► The transaction involves 71.0% of Senocak Holding A.S. , which directly and indirectly holds controlling positions in four other commercial refrigeration companies in Russia , Ukraine and Turkey , including 61.0% of the capital of Klimasan . Additionally, we acquired 19.5% of the capital of Klimasan directly by trading on the Istanbul stock exchange.

► The price negotiated for acquisition of 71.0% of the capital of Senocak Holding is EUR 32.66 million (approx. US$47.0 million1). The price of acquisition of the additional 19.5% of the share capital of Klimasan was US$14.3 million .

► The share purchase agreement also provides an option for acquisition of the remaining 29.0% of the capital of Senocak Holdingwithin 3 years, subject to certain conditions. The option price negotiated brings the price for 100.0% of Senocak Holding to EUR

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Senocak: operational highlights (consolidated) Senocak: financial highlights (consolidated)

(1) At exchange rate of December 26, 2007: EUR/USD 1.4402.(2) Enterprise Value defined as amount paid for 100% of the registered capital of the company, plus net debt.

within 3 years, subject to certain conditions. The option price negotiated brings the price for 100.0% of Senocak Holding to EUR 46.0 million (approx. US$66.2 million1).

► The estimated implied acquisition multiple – Enterprise Value 2 / 2008 expected EBITDA (see page 10 for more details) –considering the total value of the Senocak group – is 9.3x.

2006 Sep. 07

Employees (end of period) 845 621

Production capacity 300,000 300,000

Plant – built area (thousand m2) 30.9 30.9

US$ ’000 2006 9M 07 2008E

Units sold 198.9 163.9 200.3

Net revenue 78.4 88.4 104.2

Gross profit 16.2 17.0 23.0

Gross margin 20.6% 19.3% 22.1%

EBITDA 10.8 9.6 13.3

EBITDA margin 13.8% 10.8% 12.8%

Page 3: Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright products is well positioned in the markets where Klimasan operates. Open coolers (no-door

Organizational structure

KlimasanTurkish company manufacturing and selling commercial refrigeration equipment.

Present plant is in Izmir. A new plant is under construction in Manisa.

Company of the group Description

Şenocak RefrigerationTurkish company operating sales and technical assistance of Klimasan products.

Also operates in importation of products for sale in the Turkish market.

Klimasan Ukraine Company headquartered in Ukraine to sell Klimasan products in that country.

Klimasan Russia Company headquartered in Russia to sell Klimasan products in that country.

Other, non-material, investmentsSenocak has four other stockholding interests: Senocak Marmara Sogutma Tic. ve Paz. A.S. (66.00%);

Asad Enerji A.S. (1.00%); Ege Sanayicileri Holding A.S. (0.80%); and Ataer Enerji (0.01%).

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Şenocak Holding A.Ş. (“Şenocak”)

Şenocak Sogutma Sistemleri Tic. ve San.

A.S. (“Şenocak Refrigeration”)

Klimasan Klima Sanayi ve Ticaret Anonim Şirketi

(“Klimasan”)

45.00% Klimasan Ukraine LLC (“Şenocak Ukraine”)

Klimasan LLC (“Klimasan Russia”)

100.00% 90.00%

Non-material interests , in Turkey

44,46%61,01%

Klimasan’s total holding(direct + indirect) = 89.46%1.

Senocak Marmara Sogutma Tic. ve Paz. A.S. (66.00%); Asad Enerji A.S. (1.00%); Ege Sanayicileri Holding A.S. (0.80%);Ataer Enerji (0.01%).

Asad Enerji A.S. (1.00%); Ege Sanayicileri Holding A.S. (0.80%); and Ataer Enerji (0.01%).

(1) The transaction includes transfer of the remaining 10.54% to Şenocak, resulting in acquisition of 100.0% of Senocak Refrigeration.

Page 4: Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright products is well positioned in the markets where Klimasan operates. Open coolers (no-door

Geographical position

Russia

Moscow

Geographical position

� Klimasan has industrial units in Izmir and in Manisa, close to one of Turkey’s key ports (in Izmir).

� Senocak Holding has an office in Istanbul.

� The Ukraine company is the base for sales to the countries of Eastern Europe.

� The Russian company facilitates sales in the Russian market and the former USSR countries.

Highlights

Firmly-established position in Eastern Europe is co mplementary to Metalfrio’s position in Europe

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Turkey

Ukraine

IzmirManisa

Kyiv

Moscow

Istanbul

The Izmir plant

Sales showroom

Page 5: Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright products is well positioned in the markets where Klimasan operates. Open coolers (no-door

Industrial facilities

Klimasan has a plant at Izmir and is completing a ne w plant at Manisa

� Klimasan has had the plant at Izmir since 1992. It has capacity to produce 300,000 units / year.

� A new industrial unit is being built at Manisa. The first phase has been completed and the second will be completed in 2008, increasing capacity to around 400,000 units / year.

� State-of-the-art production equipment.

� Industrial operations are ISO 9000

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Plant at Izmir New plant at Manisa

� Industrial operations are ISO 9000 certified.

� Close to Izmir port, one of Turkey’s most important one.

Page 6: Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright products is well positioned in the markets where Klimasan operates. Open coolers (no-door

Portfolio of products

Upright freezersUpright freezers Horizontal freezersHorizontal freezers Special linesSpecial lines

Klimasan’s Klimasan’s portfolio of portfolio of productsproducts

Products well positioned in the market – portfolio i s complementary to Metalfrio’s

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Parallel with Parallel with Metalfrio’s Metalfrio’s productsproducts

► Variety of special products include check-out coolers, over-the-counter coolers and specialized ice-cream shop freezers.

► Basic line of upright products is well positioned in the markets where Klimasan operates.

► Open coolers (no-door technology) developed.

► “Bridal veil” technology not developed.

► Equipment well positioned to serve ice cream industry.

► Wave technology not developed.

Page 7: Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright products is well positioned in the markets where Klimasan operates. Open coolers (no-door

Sales synergy

Metalfrio and Senocak have complementary sales in v arious parts of Europe

1. UK2. France3. Czech Republic4. Denmark5. Norway6. Sweden7. Finland8. Poland9. Russia10. Turkey11. Estonia12. Latvia13. Lithuania

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Main countries of operation

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13. Lithuania14. Ukraine15. Croatia16. Azerbaijan

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2

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Page 8: Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright products is well positioned in the markets where Klimasan operates. Open coolers (no-door

Rationale of the acquisition

Consolidate our presence in Eastern

Europe .

Leading market position in Turkey , the Middle

East and former USSR countries .

Addition of management team with global-levelengineering and

market know-how .

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Geography is complementary ; so

are clients.

Improvement in consolidated margins .

Industrial synergyand reduction of administrative

expenses in the Turkish operation.

Product portfolio and technologies are also

complementary .

Page 9: Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright products is well positioned in the markets where Klimasan operates. Open coolers (no-door

Stockholding structure of Senocak and Klimasan afte r the transaction

Proposed stockholding structure of Senocak

Potential acquisition of 71.0% of Senocak (SPA) – an d 19.5% of Klimasan (on the Istanbul stock exchange) would give Metalfrio a tot al stake of 62.8% in Klimasan

Shares% of

capitalMetalfrio Solutions 1,065,000,000 71.0%

Senocak remaining shareholders 435,000,000 29.0%

Total shares in Şenocak Holding A. Ş. 1,500,000,000 100.0%

Stockholding structure of Klimasan Stockholding structure of Klimasan (chart)

► Potential acquisition of 71.0% in Senocak Holding gives us control of all the material subsidiaries.

► The 71.0% of Senocak gives us an indirect stake of 43.3% in Klimasan.

► With the added 19.5% direct stake in Klimasan, we would have a total interest of 62.8% in Klimasan.

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Stockholding structure of Klimasan Stockholding structure of Klimasan (chart)

Shares% of

capital

Şenocak Holding A. Ş.

Class A, B and C shares 9,151,154 61.0%

Share held by Şenocak Holding A. Ş. 9,151,154 61.0%

Shares in the market (Class D)Metalfrio Solutions 2,927,883 19.5%

Members of the Şenocak family 786,006 5.2%

Free float 2,134,957 14.2%

Total shares in the market 5,848,846 39.0%

Total shares of Klimasan 15,000,000 100.0%

Page 10: Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright products is well positioned in the markets where Klimasan operates. Open coolers (no-door

Acquisition price

Purchase of 71.0% of Senocak HoldingPurchase of 19.5% of Klimasan on the Istanbul stock exchange

Total for the transaction

Amounts involved in the transaction, in US$ million

* There may be differences due to rounding.* There may be differences due to rounding.

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(1) Exchange rate (USD/EUR) of 1.4402 on December 26, 2007.(2) Exchange rate (YTL/USD) of 1.048 on September 30, 2007.(3) Exchange rate (USD/EUR) of 1.47 estimated for 2008.

The price agreed for 71% of Senocak was EUR32.66 mn (approx. US$47.0 mn1).

Klimasan’s net debt on September 30, 2007 was US$26.6 mn2. Proportional consolidation (61.0%) gives net debt of US$16.3 mn.

Net debt of the other companies of the group at the end of September 2007 was US$3.9 mn2.

Hence the net debt of Senocak on September 30, 2007, based on proportional consolidation of Klimasan, is US$20.1 mn.

This results in US$14.3 mn for 71.0% of Senocak’snet debt.

Additionally, we acquired19.5% of the shares of Klimasan for a total price US$14.3 mn.

Considering the net debt of 19.5% of Klimasan, i.e. US$5.2 mn, on September 30, 2007, gives an implied value for the acquisition of US$19.5 mnfor this holding acquired in the market.

Page 11: Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright products is well positioned in the markets where Klimasan operates. Open coolers (no-door

Acquisition price (continued)

Value established for 100.0% of Senocak Holding

Value of 39.0% of Klimasan on the Istanbul stock exchange

Implied value of the Senocak group

Valuation of the Senocak group, and the implicit ac quisition multiple

* Differences may occur due to rounding.* Differences may occur due to rounding.

9.3x

2008E EV / EBITDA

Implied multiple

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(1) Exchange rate (USD/EUR) of 1.402 on December 26, 2007.(2) Exchange rate (YTL/USD) of 1.2048 on September 30, 2007.(3) Considering the stock market price of Klimasan of YTL 5.3/ share, and YTL/USD exchange rate of 1.17.(4) Exchange rate (USD/EUR) of 1.47 estimated for 2008.

The price established for the purchase of 100% of Senocak was EUR46.0 mn (approx. US$66.2 mn1).

Klimasan’s net debt of September 30, 2007 was US$26.6 mn2. – indicating net debt of US$16.3 mn on the basis of 61.0% proportional consolidation.

Total net debt of the other companies of the group on September 30, 2007 was US$3.9 mn2.

Hence the net debt of Senocak on September 30, based on proportional consolidation of Klimasan, was US$20.1 mn.

Considering the 19.5% tranche of the capital of Klimasan acquired in the market, plus the potential acquisition of the remaining19.5% on the stock exchange for US$13.2 mn3, gives implied value of US$27.6 mn for the 39.0% of the capital of Klimasan bought on the stock exchange.

Considering the proportional net debt of US$10.4 mn, on September 30, 2007, relating to the 39.0% of the capital, gives implied value of US$38.0 mn for 39.0% of Klimasan.

We estimate that the Senocak group will generate EBITDA of US$13.3 mn in 2008.

This indicates Enterprise Value / EBITDA of 9.3x.

Page 12: Presentation to investors · 2010. 11. 4. · ice-cream shop freezers. Basic line of upright products is well positioned in the markets where Klimasan operates. Open coolers (no-door

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Investor Relations ContactLuiz Eduardo Moreira Caio

CEO and Investor Relations OfficerTel.: +55 (11) 6333-9001

[email protected]