1 Corporate Express and Lyreco to create the leading global B2B office products supplier Amsterdam, 21 May 2008.

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Presentation on theme: "1 Corporate Express and Lyreco to create the leading global B2B office products supplier Amsterdam, 21 May 2008."— Presentation transcript:

1 1 Corporate Express and Lyreco to create the leading global B2B office products supplier Amsterdam, 21 May 2008

2 2 Creating the leading global B2B office products supplier Accelerates Corporate Express' strategic development Clear benefits for all stakeholders A merger of strengths

3 3 Leadership of the new combination Eric Bigeard Chief Executive Officer Peter Ventress Chief Operating Officer Floris Waller Chief Financial Officer

4 4 Transaction highlights Shareholders’ approval Other usual conditions (such as anti-trust, Works Council) Key conditions Shareholders’ circular – end of May / early June 2008 EGM – second half of June 2008 Closing - Q4 2008 Indicative timetable Indicative timetable Corporate Express to acquire all issued and outstanding shares of Lyreco Lyreco owners to become committed shareholders Structure Corporate Head Office in Amsterdam, operational HQ in Marly (France) Headquarters € 560mln of cash € 340mln vendor loan note 102.5mln new ordinary shares to be issued to Lyreco shareholders – 29.9% of total outstanding capital Transaction value Transaction value

5 5 Transaction rationale Creating the leading global B2B office products supplier

6 6 A merger of strengths, creating the undisputed leading global B2B office products supplier A highly complementary merger accelerating the achievement of our strategic development 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 (1)EPS is excluding fair value changes, amortisation of other intangibles and special items

7 7 Clear benefits for all stakeholders 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 Shareholders Employees Customers 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 Enhanced prospects of combined company will benefit all stakeholders (1)EPS is excluding fair value changes, amortisation of other intangibles and special items

8 8 Lyreco: a unique and highly complementary partner Creating the leading global B2B office products supplier

9 9 Market leader Lyreco: European leader with strong international footprint Development phases Before 1990 1990-1998 1999-2007 Partnerships Strong international footprint 29 countries Promising footholds in emerging markets (Asia and Eastern Europe) 2007 turnover € 2.2bn 10,300 employees A highly successful private company

10 10 Lyreco: impressive, mainly organic, growth story Clear and consistent strategy delivering excellent results 19922007 International 31% France 69% Europe - Other 36% Eurozone 57% North America 4% Asia-Pacific 3% Sales x 6 - CAGR 13% Employees x 7 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 1 2 Sales € 354mln 1,400 employees Sales € 2.2bn 10,300 employees (1)Austria, Benelux, Finland, France (23% of total sales), Germany, Ireland, Italy, Spain (2)Czech Republic, Denmark, Hungary, Norway, Poland, Slovakia, Sweden, Switzerland, UK

11 11 Lyreco: proven business model 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 1 Sourcing 2 Marketing 3 Sales 4 Delivery Strong ability to roll out an efficient model geared towards profitability Unique characteristics 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

12 12 Lyreco: well established customer portfolio Field accounts (mid-market) Field accounts (mid-market) Corporate accounts (large strategic) Corporate accounts - some examples Same IT platform based on SAP Common e-Commerce platform Common distribution centres Same delivery network, same trucks, next-day accurate delivery Strong expertise Great platform for entering new markets Disciplined sales lead generation Standardized pricing with limited manoeuvre margin for salespeople Generating higher margins >1 million customers Balanced customer base Revenue split

13 13 Lyreco: outstanding financial track-record 2003-2007 Profitable, growth focused and cash flow generating model Sales (€ bn) Cash Flow (€ mln) (2) EBITDAe (€ mln) +52% CAGR 03-07: 11.1% +66% CAGR 03-07: 13.6% +91% CAGR 03-07: 17.6% Note: Lyreco IFRS based (2) Defined as EBITDAe -/- capex -/- change in NWC 7.6% (1) 8.3% (1) Superior growth profile outperforming the market Continued improvement of profitability Strong cash flow generation Note: Lyreco IFRS based (1) EBITDAe margin Note: Lyreco IFRS based

14 14 A combination of strengths Creating the leading global B2B office products supplier

15 15 Creating the #1 global B2B office products supplier Complementary global positions Source: Corporate Express, publicly available information, applying a US$/€ exchange rate of 1.5 (1)Includes sizeable mail order business (no disclosure on ‘pure’ B2B sales available) (2)Includes net sales in the US and Canada for contract and retail (3)Contract sales includes Europe and Middle East (no disclosure on ‘pure’ European B2B sales available) (4)Mail order sales includes Europe and Middle East (based on company indicated break-down) (5)Contract, mail order and retail includes Europe and Middle East (based on company indicated break-down) (6)No detailed sales break-down available 111 (1) (3)(5) (2) (6) North America (sales € bn) Asia-Pacific (sales € bn) Europe (sales € bn) 1.2 (4) (6)

16 16 A well balanced geographical combination Improved geographical balance with promising footholds in fast-growing emerging markets Corporate Express Combined Australia 14% Asia-Pacific 3% North America 4% North America 53% Europe 93% Europe 23% Printing 10% Printing 7% Asia-Pacific 11% North America 39% Europe 43% + Sales 2007: € 5.6bnSales 2007: € 2.2bnSales 2007: € 7.8bn Lyreco Ca. 17,800 employees 21 countries Ca. 10,300 employees 29 countries Ca. 28,000 employees 32 countries

17 17 Complementary operations Management shares vision on industry and strategy Clear focus on B2B Commitment to delight the customer Second-to-none purchasing and marketing Similar IT systems Best-in-class logistics Sales driven operations An excellent fit from both a strategic and operational perspective Corporate Express + Lyreco

18 18 Immediate benefits and at re-negotiation of contracts Benefits start to be realised within 1 year Through systems and training Significant synergy potential Identified areas of synergies Well-identified and achievable synergies Gross contribution impact Purchasing benefits Best practices in pricing Best practices in selling Operating expenses impact Commercial Supply chain General & administrative Sales force and merchandising benefits Warehouse and delivery synergies Support function, economies of scale Implementation

19 19 Significant synergy potential...for the benefit of our shareholders Estimated pre-tax synergies (€ mln) Run-rate synergies will significantly boost the group’s profitability Note: Gross contribution includes: sales volume impact, pricing methods and purchasing Run-rate 28 68 100 Total estimated integration costs of € 80mln Phasing circa 50%/25%/25% over years 1-3

20 20 2007 combined financial information (1) Including run-rate synergies of € 100mln, not including integration costs (2) NWC calculated as inventories + trade receivables – trade payables (3) Defined as EBITDAe -/- capex -/- change in NWC Enhanced financial profile Sales5,6312,1857,816 EBITDAe328181509609 margin5.8%8.3%6.5%7.8% Capex8262144 % of sales1.5%2.8%1.8% NWC (2) 563126 689 % of sales10.0%5.8% 8.8% Cash flow (3) 225136362462 % of sales4.0%6.2%4.6%5.9% Corporate Express Incl. synergies (1) Lyreco Combined Corporate Express + Lyreco € mln

21 21 Frank Meysman (Chairman); Belgian nationality, Chairman since October 2007, Board member since 2006 Georges Gaspard (Vice Chairman); French nationality, Chairman of Lyreco Composition: Supervisory Board will consist of 4 members from Corporate Express and 2 members from Lyreco Experienced management team with strong track record Floris Waller (CFO) - 1958 - Dutch nationality - Joined CEXP as CFO in 1999 Peter Ventress (COO) - 1960 - British nationality - At CEXP since 1999 Eric Bigeard (CEO) - 1955 - French nationality - CEO Lyreco since 1988 - At Lyreco since 1980 Clear senior management commitment (new CEO to own ca. 2.5% of CEXP) New management team will be well balanced, highly experienced and well positioned to deliver results Strong experience in successfully integrating businesses Executive Board Supervisory Board Boards are unanimously committed to this merger

22 22 Combination accelerates Corporate Express' strategic development Creating the leading global B2B office products supplier

23 23 Added value from combination with Lyreco Enlarged customer base Widened product categories Focused sales force and training Improved pricing mechanisms A combination fully aligned with our strategic plan Grow share of wallet 1 Improve category offering 2 Grow mid-market share 3 Strengthen geo- graphic footprint 4 Other benefits from Lyreco 5 Added value from combination with Lyreco Enhanced sourcing capabilities Combined strong private brands Broadened product range Merchandising expertise Combination accelerates Corporate Express' strategic development

24 24 Added value from combination with Lyreco Benefit from Lyreco’s strong track-record in the mid-market Proven ability to execute Standardized sales approach Grow share of wallet 1 Improve category offering 2 Grow mid-market share 3 Strengthen geo- graphic footprint 4 Other benefits from Lyreco 5 Added value from combination with Lyreco Improved geographical balance Strengthened current market positions Exposure to new growth markets Combination accelerates Corporate Express' strategic development A combination fully aligned with our strategic plan

25 25 Added value from combination with Lyreco Single centralized IT-platform Strong operationally-focused management Best-in-class logistics Merchandising and purchasing expertise Grow share of wallet 1 Improve category offering 2 Grow mid-market share 3 Strengthen geo- graphic footprint 4 Other benefits from Lyreco 5 Combination accelerates Corporate Express' strategic development...... with Lyreco creating additional value

26 26 EBITDAe margin Revenue Strong financial outlook for the combination 2007A combined 2008E combined 2011E EBITDAe margin incl. synergies (1) € 7.8bn€ 8.0–8.2bn€ 9.5-10.0bn 6.5%6.5-6.8%8% (1)Based on run-rate synergies 7.8%7.8-8.1% 9%

27 27 Transaction details, financing and timetable Creating the leading global B2B office products supplier

28 28 Transaction value New ordinary shares (102.5mln shares)€ 831mln (1) Vendor loan (nominal value)€ 340mln Cash€ 560mln Total€ 1,731mln (1)Based on Corporate Express share price of € 8.11 as at close of day 20 May 2008 (2)Based on reported Lyreco 2007A EBITDAe of € 181mln; consolidates results of Spain joint venture (EBITDAe excluding 50% of Spain joint venture of € 173mln) (3)Based on reported Lyreco 2008E EBITDAe of € 216mln; consolidates results of Spain joint venture (EBITDAe excluding 50% of Spain joint venture of € 206mln) EV/EBITDAe Incl. 100% synergies Total consideration for 100% of the shares Implied multiples 2007A EBITDAe (2) 9.6x6.2x 2008E EBITDAe (3) 8.0x5.5x

29 29 Post-transaction capital structure Net debt and leverage Revolver (€ 250mln) (1) pm Senior Debt –Term Loans (2) € 780mln –Bridges (3) € 250mln Continuing Debt –Securitisation€ 136mln –Subordinated€ 286mln –Other Net Debt€ 111mln Preference Shares€ 181mln Net Debt€ 1,744mln Vendor Loan Note€ 340mln New Equity (4) € 831mln Net Debt/2007 EBITDAe3.5x Net Debt/2007 EBITDAe incl. synergies2.9x (CEXP Net Debt/EBITDAe 2007 3.3x) Corporate Credit Rating expected to remain unchanged Expected de-leveraging to 2.0x in 2011 Highly cash generative Self funding growth (1)LIBOR + 3.0 / 2.0%, subject to pricing grid based on leverage, 5 year maturity (2)Tranche A: LIBOR + 3.0%, subject to pricing grid based on leverage, 5 year maturity Tranche B: LIBOR + 4.5-5.0%, LIBOR floor at 3.5%, 5.5 year maturity (3)LIBOR + 3.0%, 1 year maturity (4)Assuming 102.5mln new ordinary shares of € 8.11 per share

30 30 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

31 31 Shareholder agreement 29.9% of total outstanding capital and voting (1), to be issued to Corely, current shareholder of Lyreco –Georges Gaspard, current Chairman Lyreco, will (through Corely) hold ca. 27.4% –Eric Bigeard, current CEO of Lyreco, will (through Corely) hold ca. 2.5% Nomination right for 2 out of 6 Supervisory Board members –If shareholding decreases Board representation reduces Limitation of voting rights regarding appointment/dismissal of future Supervisory Board members to 30% of capital present in shareholders’ meeting (with certain exceptions) Two year lock-up (orderly market exit-arrangement post lock-up period) Break fee of up to € 30mln, only payable in certain circumstances (1)29.9% after taking into account Preference Shares A voting arrangements Arrangements with new committed shareholder (Corely)

32 32 Indicative timetable Second half of June 2008: shareholders to vote on the Lyreco transaction Shareholders’ circular End of May / early June 2008 Q4 2008 Extraordinary General Meeting of shareholders Expected closing of the transaction

33 33 Closing remarks Creating the leading global B2B office products supplier

34 34 Combination for the benefit of our shareholders Boards dedicated to the success of this merger Best-in-class business model Experienced management team with strong track-record The industry leader Increased competitive strengths More resilient and balanced business #1 B2B player in North America, Europe and Asia-Pacific Additional growth drivers Significant synergies Enhanced benefits for customers and employees Outstanding execution capabilities Superior value

35 35 Corporate Express and Lyreco: Clear benefits for all stakeholders Creating the leading global B2B office products supplier

36 36 Executive Board biographies Seasoned management with a strong operational background, integration track record is in place 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) Eric Bigeard CEO 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) Peter Ventress COO 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 Floris Waller CFO Floris Waller CFO

37 37 Sales1,4341,5601,7832,0802,18511.1% % growth8.8%14.3%16.6%5.1% EBITDAe10913312916418113.6% % margin7.6%8.5%7.2%7.9%8.3% EBITe8410310213615917.5% % margin5.8%6.6%5.7%6.6%7.3% Net Income435758809421.4% % margin3.0%3.6%3.2%3.8%4.3% Capex3753321862 % of sales2.6%3.4%1.8%0.9%2.9% NWC138128159143126 % of sales9.6%8.2%8.9%6.9%5.8% Highlights of Lyreco’s historical financials CAGR 03A–07A Historical financials (€ mln) 2007A 2006A 2005A 2004A 2003A Note: Lyreco IFRS based

38 38 Lyreco 2007 balance sheet Assets (€ mln) 31/12/2007 Equity & liabilities (€ mln) 31/12/2007 Intangible assets210.3 Tangible fixed assets218.5 Financial assets2.2 Investments in associates0.2 Deferred tax assets18.9 Total non current assets450.1 Inventories145.2 Trade receivables411.6 Cash and cash equivalents83.1 Total current assets639.8 Total assets1,089.9 Total equity449.5 Deferred tax8.8 Long term borrowings12.5 Provision for retirement17.6 Total non current liabilities38.9 Trade and other payables430.3 Short term borrowings138.4 Current Tax payable13.3 Short term provisions19.5 Total current liabilities601.5 Total equity and liabilities 1,089.9 Note: Lyreco IFRS based

39 39 Lyreco 2007 income, cash flow and equity statement Income statement (€ mln) Cash flow statement (€ mln) Sales2,185.4 Gross Profit825.8 % of sales38% EBITDA176.7 % of sales8% EBIT152.4 % of sales7% Net income94.4 Attributable to minority interests5.3 % of sales4% Cash Flows from Operating activities146.5 Cash Flows from Investing activities(63.5) Cash Flows from Financing activities(68.9) Cash and cash equivalents evolution14.5 Equity (€ mln) Closing balance 2006376.7 Dividends paid(16.1) Capital increase0.6 Net income 200794.4 Share-based payments transactions(6.4) Others0.3 Closing balance 2007449.5 Note: Lyreco IFRS based

40 40 “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. www.sec.gov 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.

41 41 Corporate Express and Lyreco to create the leading global B2B office products supplier Amsterdam, 21 May 2008


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