Corporate Express and Lyreco to create the leading global B2B office products supplier Amsterdam, 21 May 2008
Corporate Express A merger of strengths Creating the leading global B2B office products supplier Accelerates Corporate Express' strategic development Clear benefits for all stakeholders Focus. Execute. Deliver.
Leadership of the new combination Corporate Express Leadership of the new combination Eric Bigeard Chief Executive Officer Peter Ventress Chief Operating Officer Floris Waller Chief Financial Officer Clear senior management commitment (new CEO to own ca 2.5% of CXP) New management team will be well balanced, highly experienced and well positioned to deliver results Strong experience in successfully integrating businesses Focus. Execute. Deliver.
Transaction highlights Corporate Express Transaction highlights Structure Corporate Express to acquire all issued and outstanding shares of Lyreco Lyreco owners to become committed shareholders Transaction value € 560mln of cash € 340mln vendor loan note 102.5mln new ordinary shares to be issued to Lyreco shareholders – 29.9% of total outstanding capital Headquarters Corporate Head Office in Amsterdam, operational HQ in Marly (France) Key conditions Shareholders’ approval Other usual conditions (such as anti-trust, Works Council) Indicative timetable Shareholders’ circular – end of May / early June 2008 EGM – second half of June 2008 Closing - Q4 2008 Focus. Execute. Deliver.
Corporate Express A merger of strengths, creating the undisputed leading global B2B office products supplier Lyreco, a unique and highly complementary partner #1 B2B position in Europe Impressive growth story – sales CAGR 1992-2007 of 13% - € 2.2bn sales in 2007 EBITDAe margin 2007 of 8.3% 100% focused on B2B Combination creates the undisputed global B2B office supplies market leader Combined sales of € 7.8bn in 2007 Combined EBITDAe of € 509mln and EBITDAe margin of 6.5% (7.8% incl. run-rate synergies) #1 B2B positions in Europe, North America, Australia and Asia-Pacific Complementary regional presence and customer bases Strong value creation for our shareholders Major economies of scale Significant run-rate synergies of at least € 100mln EPS(1) accretive from year one Guidance 2011: sales of € 9.5-10.0bn, EBITDAe margin (incl. synergies) of 9% Continued financial interest current Lyreco shareholders EPS is excluding fair value changes, amortisation of other intangibles and special items A highly complementary merger accelerating the achievement of our strategic development Focus. Execute. Deliver.
Clear benefits for all stakeholders Corporate Express Clear benefits for all stakeholders Shareholders Customers Employees EPS(1) accretive from year one Significant value creation through at least € 100mln run-rate synergies Leading position in all key markets and better geographical balance High cash generation enhanced by synergies expected to result in strong de-leveraging Enhanced customer support and coverage through wider geographical reach Improved scale and efficiency of logistics Sharing of best practices and know how (e.g. e-Commerce platforms) Improved product offering Be part of the global leader in B2B office products supplies Enhanced career opportunities at a global leading company ideally positioned for future expansion Access to best-in-class training and selling Engage in leading-edge industry developments EPS is excluding fair value changes, amortisation of other intangibles and special items Enhanced prospects of combined company will benefit all stakeholders Focus. Execute. Deliver.
Lyreco: a unique and highly complementary partner Corporate Express Lyreco: a unique and highly complementary partner Creating the leading global B2B office products supplier Focus. Execute. Deliver.
Lyreco: European leader with strong international footprint Corporate Express Lyreco: European leader with strong international footprint Market leader Strong international footprint 2007 turnover € 2.2bn 10,300 employees 29 countries Promising footholds in emerging markets (Asia and Eastern Europe) Before 1990 Development phases 1990 - 1998 1999 - 2007 Partnerships A highly successful private company Focus. Execute. Deliver.
Lyreco: impressive, mainly organic, growth story Corporate Express Lyreco: impressive, mainly organic, growth story 1992 2007 North America 4% Asia-Pacific 3% Europe - Other 36% 2 Sales x 6 - CAGR 13% International 31% France 69% Employees x 7 Eurozone 57% 1 Sales € 354mln 1,400 employees Sales € 2.2bn 10,300 employees Highly efficient business model relying on systematic implementation of Group best practices and fully centralized IT system Proven ability to grow sales organically from initial footholds in new markets A consistent, committed management throughout the period Austria, Benelux, Finland, France (23% of total sales), Germany, Ireland, Italy, Spain Czech Republic, Denmark, Hungary, Norway, Poland, Slovakia, Sweden, Switzerland, UK Clear and consistent strategy delivering excellent results Focus. Execute. Deliver.
Lyreco: proven business model Corporate Express Lyreco: proven business model Sourcing Marketing Sales Delivery 1 2 3 4 Centralized purchasing (63% of global sourcing) Strong private brand Impega®: good-better-best pricing strategy Pricing and margin optimization Best practices in selling and training programs >4,000 experienced salespeople Segment-specific sales force Next-day delivery with over 99% fulfilment accuracy 28 state-of-the-art distribution centres and more than 150 regional centres with capacity for growth Unique characteristics Single best-in-class IT platform driving all parts of the business across the globe Standardised/documented best practices implemented in all countries and across all business functions Real-time reporting/monitoring of all performance indicators Strong corporate culture and high retention of employees Strong ability to roll out an efficient model geared towards profitability Focus. Execute. Deliver.
A combination of strengths Corporate Express A combination of strengths Creating the leading global B2B office products supplier Focus. Execute. Deliver.
Complementary global positions Corporate Express Complementary global positions North America (sales € bn) Europe (sales € bn) Asia-Pacific (sales € bn) 1 1 1 (1) (3) 1.2 (4) (5) (2) (6) (6) (6) (6) Source: Corporate Express, publicly available information, applying a US$/€ exchange rate of 1.5 Includes sizeable mail order business (no disclosure on ‘pure’ B2B sales available) Includes net sales in the US and Canada for contract and retail Contract sales includes Europe and Middle East (no disclosure on ‘pure’ European B2B sales available) Mail order sales includes Europe and Middle East (based on company indicated break-down) Contract, mail order and retail includes Europe and Middle East (based on company indicated break-down) No detailed sales break-down available Creating the #1 global B2B office products supplier Focus. Execute. Deliver.
A well balanced geographical combination Corporate Express A well balanced geographical combination Corporate Express Lyreco Combined Sales 2007: € 5.6bn Sales 2007: € 2.2bn Sales 2007: € 7.8bn Asia-Pacific 11% Printing 7% Europe 23% Australia 14% Asia-Pacific 3% North America 4% Printing 10% + Europe 43% North America 39% North America 53% Europe 93% Ca. 17,800 employees 21 countries Ca. 10,300 employees 29 countries Ca. 28,000 employees 32 countries Improved geographical balance with promising footholds in fast-growing emerging markets Focus. Execute. Deliver.
Significant synergy potential Corporate Express Significant synergy potential Identified areas of synergies Implementation Gross contribution impact Purchasing benefits Best practices in pricing Best practices in selling Immediate benefits and at re-negotiation of contracts Benefits start to be realised within 1 year Through systems and training Operating expenses impact Commercial Supply chain General & administrative Sales force and merchandising benefits Warehouse and delivery synergies Support function, economies of scale Well-identified and achievable synergies Focus. Execute. Deliver.
Significant synergy potential...for the benefit of our shareholders Corporate Express Significant synergy potential...for the benefit of our shareholders Estimated pre-tax synergies (€ mln) Run-rate 100 68 28 Note: Gross contribution includes: sales volume impact, pricing methods and purchasing Total estimated integration costs of € 80mln Phasing circa 50% / 25% / 25% over years 1-3 Run-rate synergies will significantly boost the group’s profitability Focus. Execute. Deliver.
Combination accelerates Corporate Express' strategic development Creating the leading global B2B office products supplier
A combination fully aligned with our strategic plan Corporate Express Combination accelerates Corporate Express' strategic development Grow share of wallet 1 Improve category offering 2 3 4 5 Grow mid-market share Strengthen geo- graphic footprint Other benefits from Lyreco Added value from combination with Lyreco Enlarged customer base Widened product categories Focused sales force and training Improved pricing mechanisms Added value from combination with Lyreco Enhanced sourcing capabilities Combined strong private brands Broadened product range Merchandising expertise A combination fully aligned with our strategic plan Focus. Execute. Deliver.
A combination fully aligned with our strategic plan Corporate Express Combination accelerates Corporate Express' strategic development 1 2 3 4 5 Grow share of wallet Improve category offering Grow mid-market share Strengthen geo- graphic footprint Other benefits from Lyreco Added value from combination with Lyreco Benefit from Lyreco’s strong track-record in the mid-market Proven ability to execute Standardized sales approach Added value from combination with Lyreco Improved geographical balance Strengthened current market positions Exposure to new growth markets A combination fully aligned with our strategic plan Focus. Execute. Deliver.
... with Lyreco creating additional value Corporate Express Combination accelerates Corporate Express' strategic development... 1 2 3 4 Other benefits from Lyreco 5 Grow share of wallet Improve category offering Grow mid-market share Strengthen geo- graphic footprint Added value from combination with Lyreco Single centralized IT-platform Strong operationally-focused management Best-in-class logistics Merchandising and purchasing expertise ... with Lyreco creating additional value Focus. Execute. Deliver.
Strong financial outlook for the combination Corporate Express Strong financial outlook for the combination 2007A combined 2008E combined 2011E Revenue € 7.8bn € 8.0–8.2bn € 9.5-10.0bn EBITDAe margin 6.5% 6.5-6.8% 8% EBITDAe margin incl. synergies(1) 7.8% 7.8-8.1% 9% Based on run-rate synergies Focus. Execute. Deliver.
Transaction details, financing and timetable Creating the leading global B2B office products supplier
Transaction value Total consideration for 100% of the shares Corporate Express Transaction value Total consideration for 100% of the shares New ordinary shares (102.5mln shares) € 831mln(1) Vendor loan (nominal value) € 340mln Cash € 560mln Total € 1,731mln Implied multiples EV/EBITDAe Incl. 100% synergies 2007A EBITDAe(2) 9.6x 6.2x 2008E EBITDAe(3) 8.0x 5.5x Based on Corporate Express share price of € 8.11 as at close of day 20 May 2008 Based on reported Lyreco 2007A EBITDAe of € 181mln; consolidates results of Spain joint venture (EBITDAe excluding 50% of Spain joint venture of € 173mln) Based on reported Lyreco 2008E EBITDAe of € 216mln; consolidates results of Spain joint venture (EBITDAe excluding 50% of Spain joint venture of € 206mln) Focus. Execute. Deliver.
Financing Package for Transaction Corporate Express Financing Package for Transaction Fully underwritten and committed financing in place Fully underwritten transaction Post closing financing Conditions similar to existing financing Bookrunners: ABN Amro, BNP Paribas, Deutsche Bank, Fortis, ING, JPMorgan, Rabobank Vendor Loan Note € 340mln Demonstrates commitment of Lyreco shareholders Structured to obtain equity treatment by Rating Agencies Interest at 9.5% of which 4% cash and 5.5% PIK (payment in kind) for first 5 years, step up to 11% thereafter Focus. Execute. Deliver.
Indicative timetable Shareholders’ circular Corporate Express Indicative timetable Shareholders’ circular End of May / early June 2008 Extraordinary General Meeting of shareholders Second half of June 2008: shareholders to vote on the Lyreco transaction Expected closing of the transaction Q4 2008 Focus. Execute. Deliver.
Creating the leading global B2B office products supplier Closing remarks Creating the leading global B2B office products supplier
Combination for the benefit of our shareholders Corporate Express Combination for the benefit of our shareholders The industry leader Increased competitive strengths More resilient and balanced business #1 B2B player in North America, Europe and Asia-Pacific Best-in-class business model Experienced management team with strong track-record Outstanding execution capabilities Superior value Additional growth drivers Significant synergies Enhanced benefits for customers and employees Boards dedicated to the success of this merger Focus. Execute. Deliver.
Corporate Express and Lyreco: Clear benefits for all stakeholders Creating the leading global B2B office products supplier
Executive Board biographies Corporate Express Executive Board biographies Eric Bigeard CEO CEO of Lyreco since 1988. Joined Gaspard (now Lyreco), the French office supplies retailer in 1980 Graduated from EDHEC Business School – Lille (France) and Harvard Business School (PMD) Peter Ventress COO CEO of Corporate Express since Oct 2007. Joined the Company in 1999 Previously held the position of President Europe Graduated from Oxford University and Open University London (MBA) Floris Waller CFO Joined Corporate Express in 1999 as CFO Previously held various financial management positions at Unilever over a period of 15 years Graduated from Erasmus University - Rotterdam Seasoned management with a strong operational background, integration track record is in place Focus. Execute. Deliver.
Highlights of Lyreco’s historical financials Corporate Express Highlights of Lyreco’s historical financials Historical financials (€ mln) 2003A 2004A 2005A 2006A 2007A CAGR 03A–07A Sales 1,434 1,560 1,783 2,080 2,185 11.1% % growth 8.8% 14.3% 16.6% 5.1% EBITDAe 109 133 129 164 181 13.6% % margin 7.6% 8.5% 7.2% 7.9% 8.3% EBITe 84 103 102 136 159 17.5% % margin 5.8% 6.6% 5.7% 6.6% 7.3% Net Income 43 57 58 80 94 21.4% % margin 3.0% 3.6% 3.2% 3.8% 4.3% Capex 37 53 32 18 62 % of sales 2.6% 3.4% 1.8% 0.9% 2.9% NWC 138 128 159 143 126 % of sales 9.6% 8.2% 8.9% 6.9% 5.8% Note: Lyreco IFRS based Focus. Execute. Deliver.
Lyreco 2007 balance sheet Assets (€ mln) Equity & liabilities (€ mln) Corporate Express Lyreco 2007 balance sheet Assets (€ mln) 31/12/2007 Equity & liabilities (€ mln) 31/12/2007 Intangible assets 210.3 Tangible fixed assets 218.5 Financial assets 2.2 Investments in associates 0.2 Deferred tax assets 18.9 Total non current assets 450.1 Inventories 145.2 Trade receivables 411.6 Cash and cash equivalents 83.1 Total current assets 639.8 Total assets 1,089.9 Total equity 449.5 Deferred tax 8.8 Long term borrowings 12.5 Provision for retirement 17.6 Total non current liabilities 38.9 Trade and other payables 430.3 Short term borrowings 138.4 Current Tax payable 13.3 Short term provisions 19.5 Total current liabilities 601.5 Total equity and liabilities 1,089.9 Note: Lyreco IFRS based Focus. Execute. Deliver.
Lyreco 2007 income, cash flow and equity statement Corporate Express Lyreco 2007 income, cash flow and equity statement Income statement (€ mln) Cash flow statement (€ mln) Sales 2,185.4 Gross Profit 825.8 % of sales 38% EBITDA 176.7 8% IT 152.4 7% Net income 94.4 Attributable to minority interests 5.3 4% Cash Flows from Operating activities 146.5 Cash Flows from Investing activities (63.5) Cash Flows from Financing activities (68.9) Cash and cash equivalents evolution 14.5 Equity (€ mln) Closing balance 2006 376.7 Dividends paid (16.1) Capital increase 0.6 Net income 2007 94.4 Share-based payments transactions (6.4) Others 0.3 Closing balance 2007 449.5 Note: Lyreco IFRS based Focus. Execute. Deliver.
Corporate Express “Safe Harbour” Statement under the Private Securities Litigation Reform Act of 1995 Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should” and “will” and similar expressions as they relate to Corporate Express or Lyreco are intended to identify such forward-looking statements. Neither Corporate Express nor Lyreco undertake any obligation to publicly update or revise any forward-looking statements. All forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. The factors that could affect Corporate Express' future financial results are discussed more fully in Corporate Express' filings with the U.S.. Securities and Exchange Commission (“SEC”), including Corporate Express' most recent Annual Report on Form 20-F filed with the SEC,and available at the SEC’s website at www.sec.gov. Statements regarding the expected date of closing of the transaction, and expected integration, growth and improved customer service benefits, relative benefits between this transaction and other potential transactions and other related statements are forward-looking statements and are subject to risks and uncertainties including among others: uncertainties as to the timing of the transaction, the satisfaction of closing conditions, including the receipt of regulatory and shareholder approvals, whether certain industry segments will grow as anticipated, the competitive environment among providers of B2B office products, the nature of other possible opportunities that may emerge in the future and difficulties encountered in integrating companies and technologies. In addition, this release contains forward-looking statements that involve risks and uncertainties concerning the parties’ ability to complete the transaction, the anticipated benefits and synergies of the proposed transaction, anticipated future combined operations, products and services, and the anticipated role of Lyreco, its key executives and its employees within Corporate Express following the closing of the transaction.. Actual events or results may differ materially from those described in this release due to a number of risks and uncertainties, including, among others, the outcome of regulatory reviews of the proposed transaction, the ability of the parties to complete the transaction, the impact of a large minority shareholder on the future governance of Corporate Express, the failure to retain key Lyreco and Corporate Express employees, customer, supplier and partner uncertainty regarding the anticipated benefits of the transaction, the failure of Corporate Express and Lyreco to achieve the anticipated synergies of the proposed transaction and other risks detailed in Corporate Express' SEC filings. Basis of Presentation The combined financial information presented is unaudited and an aggregation of the individual financial information of Corporate Express and Lyreco. It’s for illustrative purposes only and should not be interpreted as pro forma combined financial information. No adjustments have been made to the financial information (neither to the individual financial information of Corporate Express and Lyreco, nor to the combined financial information) that could further illustrate the impact of the acquisition, including those related to acquisition accounting, those to conform to Corporate Express’ accounting policies and presentation format, and those related to the financing of the acquisition. Focus. Execute. Deliver.
Corporate Express and Lyreco to create the leading global B2B office products supplier Amsterdam, 21 May 2008