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Forward looking statements • This presentation contains 'forward-looking statements' including statements concerning
plans, future events or performance and underlying assumptions and other statements which are other than statements of historical fact. Colt Group S.A., ("the Group"), wishes to caution readers that any such forward looking statements are not guarantees of future performance and certain important factors could in the future affect the Group's actual results and could cause the Group's actual results for future periods to differ materially from those expressed in any forward looking statement made by or on behalf of the Group. These include, among others, the following: (i) any adverse change in regulations and technology within the IT services and communications industries, (ii) the Group's ability to manage its growth, (iii) the nature of the competition that the Group will encounter and wider economic conditions including economic downturns and (iv) unforeseen operational or technical problems. The Group undertakes no obligation to release publicly the results of any revision to these forward looking statements that may be made to reflect errors or circumstances that occur after the date hereof.
• No statement in this presentation is intended to be a profit forecast or to imply that the earnings of the Group for the current year or future years will necessarily match or exceed historical or published earnings.
• This presentation is for information purposes only and does not constitute an offering of securities. This presentation is not intended to provide the basis for any credit or other evaluation of any securities of the Group and should not be considered as a recommendation that any person should subscribe for, dispose of or purchase any such securities or enter into any other transaction with the Group or any other person.
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+ About the transaction…
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Transaction summary
Europe-based Colt to purchase 100% of Asia Pacific-based KVH for ¥18.595 billion (€130.3m1) payable in cash on completion
Colt will benefit from
an improved customer offer, larger presence in faster growth markets, plus cost and revenue synergies
To be financed out of
existing cash resources and committed bank facilities
1 converted into Euros based on the closing WM/Reuters Yen:Euro spot rate of 142.6647, as at 10 November 2014
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Transaction summary
Related party transaction: KVH is 100% owned by FMR, FIL and associates
Deal subject to Colt independent shareholder approval
EGM for shareholder vote on 16 December 2014
Independent Directors recommend independent shareholders vote for the Transaction
Transaction expected to close in December 2014
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+ About KVH…
Osaka
About KVH • A complementary business to Colt
• A growing business in a growth market
• An infrastructure based service provider in networks and data centres across APAC, serving around 2,000 enterprise and wholesale customers
• A strong reputation for quality and service
• Well known to Colt management
• 82,818 km fibre network • 1,476 buildings directly fibre
connected • 8.5MW1 and 10,0001 square
metres of data centre capacity 1 Transaction perimeter reflecting revised arrangements for the Inzai Data Centre and the Shiohama Data Centre
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KVH services a strong customer base Targeting similar key information intensive industry verticals and MNCs
Financial Services Wholesale/ Service Providers Other Enterprises
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+ Fit with Colt…
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Colt strategy
Business services
Capital markets Media
Fixed line carriers
Cloud providers
Automate our service and delivery model
Customer portals and platforms Software defined networking and vendor agnostic MSP solutions
European leader in Ethernet
Workspace as a Service (WaaS)
Global reach
Focus on information intensive industries and geographies
Better leverage our existing infrastructure
Making it easier for our customers to do business with us
Operate seamlessly and transparently across
technologies and geographies
Offer the most flexible and efficient services
Mobile network operators
Maximise utilisation of network infrastructure Better fill rates in our existing data centre estate
Optimising IT services on fewer platforms
More efficient use of Voice platforms for higher margin Enterprise Voice
Markets
Customers
Assets
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Transaction rationale and fit with Colt strategy
• Platform for expansion in APAC: ICT market growing 12%1
• Platform in Tokyo - World’s #1 city economy
• Enhance capability and reputation with MNCs and key verticals
• Platform in 4 of Colt’s target cities for expansion: Tokyo, Singapore, Hong Kong and Seoul
• Globalised low latency network • APAC (ex-Japan) revenues growing at >30% • Unique pan Asian enterprise ICT provider
opportunity
• Core revenue contributor to KVH • The only foreign owned domestic fixed network
service provider in Japan
• MNCs crucial to both Colt and KVH • KVH strong in financial services • Only foreign network service provider certified for
Japan Exchange • Compatible technology platforms • Facilitates global seamless delivery • Strengthens Colt Worldwide financial extranet
1 Source IDC (2013), Fuji Chimera research (2013), KVH analysis
M C
A
M C
C
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Transaction rationale and fit with Colt strategy
• Significant cost and capex synergies
• Significant revenue opportunities
• Financially beneficial to Colt
• Revenue growth of c7% in 2014, and mid- to high- single digit growth % in medium term
• Earnings and cash flow enhancing by FY 2016
• c€6.1m annualised opex synergies • c€2.4m annualised capex synergies • c€8.5m annualised total synergies by FY’17 A
• Response to demand from customers • Over 80% of Colt Capital Market customers are
not yet KVH customers • Over 90% of Colt’s MNC customers are not yet
KVH customers • Over half of Colt’s international wholesale
customers are not yet KVH customers • Over 80% of KVH customers are not yet Colt
customers M C A
A
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What the Transaction means for Colt
Euro (millions)1 2012 2013
Revenue 131.4 133.6
Revenue growth -1.4% 1.7%
EBITDA 23.4 18.4
EBITDA margin 17.8% 13.8%
Capital expenditure (11.9) (15.3)
1 The financial information in this table is derived from the consolidated management accounts for KVH and additional entities which together represent the assets and operations of the Transaction, converted into Euros based on the closing WM/Reuters Yen:Euro spot rate of 142.6647 as at 10 November 2014 and adjusted to reflect the revised arrangements for the Inzai Data Centre and the Shiohama Data Centre
• Expect c7% 2014 revenue growth…and mid- to high- single digit revenue growth % in medium term
• Investment programmes (sales force, network and data centre expansion) depress 2014 EBITDA by c€7m…but drive sustainable revenue growth and future profit expansion
• EBITDA margin expected to return to historical levels of over 20% in medium term
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What the Transaction means for Colt
• Total annualised opex and capex synergy benefits of c€8.5m by 2017
• Additional revenue opportunities from cross-selling
• Expect capex of c€22m in 2014, and to remain at a similar proportion of revenue in medium term
• Integration costs of c€13.5m, mostly in 2015
• As at 31 August 2014 KVH had gross assets of €142.1m
• Using guidance provided, on a normalised1 basis, deal consideration reflects a 2014 EV/EBITDA multiple of c5.7x pre synergies and c4.5x post full-run-rate opex synergies
1 EBITDA before c€7m strategic investment programmes
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+ In conclusion…
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Conclusion
• Acquisition of a growing business in a growth market
• Broadens geographical coverage in key information hubs; adds capability to better serve MNCs
• Delivers a platform for growth in APAC
• Significant cost synergies and revenue opportunities
• Businesses already aligned and known to each other
• Strong local management team. Ted Higase, KVH CEO, will join the Colt Executive committee
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