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Deal proposal – Acquisition of Visteon Corporation
Mergers & Acquisition
Professor: António Borges de Assunção
Lisbon, 16th March 2015
André Pedro 152414056
Ben Barteau 152114226
Catarina Carvalho 152414014
Daniel Hoene 152114206
2
Agenda
• Executive Summary
• Economic/M&A environment
• Industry analysis
• Company profile – Continental
• Company profile – Visteon
• Strategic implications
• Valuation
• Due Diligence
• Integration
3
Agenda
• Executive Summary
• Economic/M&A environment
• Industry analysis
• Company profile – Continental
• Company profile – Visteon
• Strategic implications
• Valuation
• Due Diligence
• Merged entity & integration
4
Executive Summary
The value of the merged entity will be $46.249 Billion
Note: The following exchange rate was used: 1$ = 1,0854
 The following presentation proposes an acquisition of Visteon Corp (target) by Continental AG
(buyer), the world’s largest automotive supplier.
 The valuation and presentation was completed on March 16th, 2015.
 The deal will be financed entirely by cash and including synergies, we value Visteon at $6.532B
 We calculate Visteon’s standalone value as $4.532B and Continental’s standalone value as
$33.029B.
 The combine value of both companies is $37.540B and when adding synergies, the combine
company’s value is calculated at $46.249B
 The difference values synergies at $8.687B
 The synergies from this deal include primarily geographic roll-up particularly in high growth North
American and Asian markets, technology acquisition including R&D abilities, strategic synergies to
improve barriers to entry, and increase negotiating power with both buyers and suppliers.
5
Agenda
• Executive Summary
• Economic/M&A environment
• Industry analysis
• Company profile – Continental
• Company profile – Visteon
• Strategic implications
• Valuation
• Due Diligence
• Merged entity & integration
6
Economic outlook
Recovering GDP growth in advanced economies as well as in developing markets and an
increased investment activity are likely to spur the global economy
Source: IMF (2015) – World Economic Outlook database; IMF (2014) – World Economic Outlook report
ECONOMIC/M&A ENVIRONMENT
GDP Growth Investment
3,3
3.8
4.0 4.1 4.0 4.0
1,8
2,3 2.4 2.4 2.3 2.3
4.4
5.0
5.2 5.2 5.2 5.2
2014 15 16 17 18 19
World
Advanced
Economies
Developing
economies
• Global growth is expected to rebound to an annual
rate of 4% in the second half of 2015 and 2016
• Growth is expected to slightly strengthen in most
advanced economies, but the pace of growth
remains different across regions:
 Strongest rebound expected in the US
 Euro area lags behind but projected to step up
• Developing economies are projected to grow
moderately, expected to account for the main share
in global growth
Comments
24,8 25.2 25.6 25.9 26.2 26.4
20,3 20,6 21.0 21.4 21.7 21.9
31.9 32.0 32.3 32.4 32.4 32.5
2014 15 16 17 18 19
World
Advanced
Economies
Developing
economies
• Global investments are predicted to increase
moderately higher than the GDP. The world
investment activity as a percentage of GDP is
predicted to increase by about 1,2% per year going
forward
• Relative investments in developed economies are
slightly higher, due to lower GDP growth compared to
developing economies
GDP Growth YoY
(in %)
Investment activity
(as a % of GDP)
Comments
7
Development in global M&A activity Comments
• Global M&A Activity stabilized in 2013 but
picked up momentum in 2014, mainly
driven by:
 Mega deals accounted for about 35%
of total deal value in the first half of
2014, leading resurgence in markets
 Divestitures as a tool for releasing
unrealized value and focus on core
competencies
• Growth is expected to continue going
forward in 2015 mainly due to:
 M&A as a strategy for top-line
growth, further increasing the
number of mega deals
 Economic conditions including
economic recovery and favorable
credit markets
M&A Environment and outlook
The year 2014, was the fourth highest year in terms of global deal value, whereas the
positive growth trend is expected to accelerate in 2015
ECONOMIC/M&A ENVIRONMENT
Source: Bloomberg (2014) – Global M&A Market Review Financial Rankings; BCG (2014) – The 2014 M&A Report;
EY (2015) – Key trends that could see M&A scale new heights in 2015
8
M&A Environment and outlook
The most relevant trends for 2015 are an increased deal value, strategic opportunities,
transformation based deals and cross border M&A
Note: 1 Partly, deal sizes are also increasing due to comparably higher profits and respectively increased valuations
Source: KPMG: 2015 M&A Outlook Survey Report
ECONOMIC/M&A ENVIRONMENT
• According to a KPMG survey, 64% of managers will
prefer selling to a strategic buyer
• The right strategic fit is becoming increasingly
important, whereas investors tend to become more
selective regarding potential targets
• On the other hand buyers are more willing to pay a
premium, especially for targets with a high
strategic fit and solid growth prospects
Strategic opportunitiesIncreased deal value
• M&A Cross-border deals are increasing and close to
the pre-crisis level
• The most important factors driving cross-border
M&A:
 Acquisition of customers
 Intellectual property
 Industrial assets
 Natural resources
 Human capital
Transformation based deals Cross border M&A
Technology
/ Media
Health/P
harma
Energy /
Oil & Gas
Consumer
markets
Financial
services
Industrial
Manufact.
• Industries with the most transformation are also
industries that are expected to be most active in
M&As
• Technology and industrial manufacturing are the two
industries that are relevant in this proposal
• In the first half of 2014, deal value
increased by 62%, compared to the
preceding year, this trend is
expected to continue in 2014
• Mega deals are gaining momentum,
yet, the M&A industry is still
dominated by small and mid-sized
deals, where deal value is also
expected to rise going forward
9
Agenda
• Executive Summary
• Economic/M&A environment
• Industry analysis
• Company profile – Continental
• Company profile – Visteon
• Strategic implications
• Valuation
• Due Diligence
• Merged entity & integration
10
The automotive market
The main underlying industry of both Continental and Visteon is the automotive industry,
which was growing in units with an average of 3,4% per annum in the past 10 years
Global car industry by category Comments
• The global car industry was
growing with an average
unit output increase of
CAGR 3,4% between 2004
and 2013
 Higher growth in the
private car sector (CAGR
4,4%)
 Smaller growth for
commercial vehicles
(CAGR 1,03%)
• The car industry is highly
cyclical and very prone to
economic downturns
• In 2009 production level
fell by 12,9% compared to
the previous year
INDUSTRY ANALYSIS
Source: Statista (2015)
44,6 47.1 49.9
53.2 52.8
47.8
58.2 59.9 63.1 65.4
19,9
19,7
19.3
20.1 17.9
14.0
19.3
19.9
21.2
21.9
2004 2005 2006 2007 2008 2009 2010 2011 2012 2013
Global vehicle unit output (in M)
Cars Commercial vehicles
CAGR
1,0%
4,4%
11
The automotive market
Growth is strongly varying across different regions; in 2015 the global number of cars sold
is expected to grow by 4,2%
Global car industry by region Comments
• Asia remains an
automobile manufacturing
and consumption hub, with
strongholds in China and
Japan, yet Japan reported
a decline in production for
2013
• Growth in Europe is far
behind recent
developments in the US,
especially due to:
 Negative growth rates
in Eastern Europe
 Only moderate growth
in Western Europe due
to the euro crisis
 Very strong recovery
in the US market
INDUSTRY ANALYSIS
Source: Statista (2015)
17,1 18.33 19.38 20.03
11,8 11,6 12 12.5
4.14 4.08 3.8 3.65
27.25
29.98
31.69
33.75
4.72
4.75
4.15
4.09
2012 2013 2014 2015
Number of cars sold per region (m units)
North America Western Europe Eastern Europe
Asia South America
CAGR
-5,0%
+7,0%
-4,0%
+2,0%
+5,0%
12
The automotive supplier market
The car component market is expected to grow substantially until 2020, with a market
value of around €560bn in 2012 to approximately €710bn in 2020
Note: Chassis also including Driver assistance systems
Source: Roland Berger (2013) – Global Automotive Supplier Study 2013
INDUSTRY ANALYSIS
Component market value by domain Component market value by region
150 183
139
167
83
107
186
252
2012 2020
Market value (in € bn)
Exterior Interior Chassis Powertrain
70
106
89
151
109
103
140
165
150
184
2012 2020
Market value (in € bn)
ROW China Japan/Korea NAM Europe
CAGR
+2,6%
+2,0%
-0,7%
+6,8%
+5,3%
CAGR
+3,8%
+3,2%
+2,3%
+2,5%
+3,0% +3,0%
13
The automotive supplier market
The global Top 15 automotive suppliers in 2013
Note: J = Japan; K = Korea
Source: Statista (2014)
INDUSTRY ANALYSIS
Biggest automotive suppliers, based on 2013 revenue (in b$)
44,6
42.4
38.4
34.5 34.0 32.1 28.9 28.0 26.2 24.9 23.7
19.9 17.5 16.7 16.5
The ranking includes:
 Three German manufacturers: Continental, Bosch and ZF Friedrichshafen
 Four US manufacturers: Johnson Controls, Goodyear, TRW and Delhpi
Geographic
focus
In 2014 ZF Friedrichshafen acquired TRW
 After the completion of the acquisition, ZF and TRW will have a combined revenue of above $40b
 As a facilitator for the deal, Bosch previously acquired the steering systems unit from ZF
M&A
Activity
With revenues of approximately $7,4b, Visteon is among the Top35 car suppliers
14
The automotive supplier market
In the last 5 years, suppliers consistently outperformed their customers (OEMs), with the
exception of 2011; this profitability gap is expected to remain constant going forward
Source: Roland Berger (2014) – Global Automotive Supplier Study 2014
INDUSTRY ANALYSIS
3,2%
5.3% 5.1%
6.0% 6.0%
5.7%
6.5%
2.1%
1.8%
7.0%
6.5%
6.9%
7.2%
7.5%
3.6%
5.1% 5.4%
5.8%
4.7% 4.9%
5.8%
2.3%
-0.9%
5.5%
6.7%
4.9%
5.3%
6.0%
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
Suppliers Car OEM
EBIT margin (in %)
Profit margins of suppliers are expected to stay at a high level, however profits are
anticipated to be be lower than the record margins during the past five years, due to:
 Lower growth rates in the global supplier industry expected going forward
 Increased cost reduction programs of OEMs, causing discrepancies between in supplier-OEM
relationships
Supplier
profitability
15
Financial performance
Financial performance of car suppliers varies strongly, relying on product type, geographic
footprint, company size and business model
Source: Roland Berger (2014) – Global Automotive Supplier Study 2014
INDUSTRY ANALYSIS
• Automotive suppliers focused on tires and powertrains achieve the highest profit
margins
• Margins of interior and electronics/infotainment suppliers remain below the overall
average of 7,2%
Product
type
• North American suppliers strongly increased their financial performance
• European firms are close to average, but expected to gain momentum going forward
• China remains with the highest margins, yet it faces high pressure through increased
competition, other Asian players are widely lagging behind
Region
• Very small and mid sized automotive suppliers perform have lower EBIT margins,
compared to other groups
• Suppliers, with revenues above €10bn as well as lower midsized suppliers achieve the
highest levels in terms of EBIT margin
Company
size
• Product innovators on average achieve higher margins, since OEMs have a higher
willingness to pay for innovative products, entry barriers of intellectual property and a
rather consolidated market structure
• The process business is rather fragmented and faces stronger price competition
Business
model
16
9%
7.7%
7.0% 6.6% 6.5%
11.7%
1.9%
4.5%
0.4%
14.6%
China NAM Europe Japan Korea
EBIT Margin in % Revenue CAGR (07-13)
9,0%
8.0%
7.0% 7.0%
6.0% 6.0%
3.0%
4.0%
7.0%
2.0%
3.0%
2.0%
EBIT Margin in % Revenue CAGR (07-13)
The automotive supplier market
Suppliers that focus on tires and powertrain products on average achieve the highest
margins; Chinese suppliers are the most profitable ones, but face strong competition
Note: Profitability, based on the EBIT margin in 2013; NAM = North America, including U.S, Canada and MExico
Source: Roland Berger (2014) – Global Automotive Supplier Study 2014
INDUSTRY ANALYSIS
Profitability by product type Profitability by region
• Tire firms remain at the top, mainly due to strong
aftermarket business
• Exterior suppliers benefited because of a growing
trend of lightweight focus
• The interior sector struggles because of a high
commoditization pressure
• Suppliers based in China with highest margin, but
levels are declining due to intensive competition
• NAM suppliers are still reaping from restructuring
measures, realized during the financial crisis
• European firms benefit from technology
leadership and an advantageous customer mix
17
9%
6.4%
4.3%
3.2%
Product innovators Process specialists
EBIT Margin in % Revenue CAGR (07-13)
The automotive supplier market
Very large and medium mid-size suppliers are the most profitable ones; product
innovators on average outperform process specialists
Source: Roland Berger (2014) – Global Automotive Supplier Study 2014
INDUSTRY ANALYSIS
Profitability by company size Profitability by business model
• Increased scale was very important, in terms of cost
advantages
• Very large suppliers strongly benefit from the
globalization and customers all around the world
• Even though large midsize suppliers perform relatively
weak, margins are expected to increase going forward
• Product innovators have a business model based on
products that are differentiated products, mostly
including a technological advantage
• Process specialists are focused on process expertise,
whereas their products are less differentiated
9,0%
7.6% 7.6%
6.4% 6.6%
7.9%
3.8%
5.2%
3.9%
3.0%
4.8%
3.2%
< 0,5 0,5 - 0,1 1,0 - 2,5 2,5 - 5 5,0 - 10 > 10
EBIT Margin in % Revenue CAGR (07-13)
18
Industry trends
Not all sectors are expected to grow at the same pace, cars with network solutions are on
the rise and expected to
Source: McKinsey (2013) – The road to 2020 and beyond: What’s driving the global automotive industry
INDUSTRY ANALYSIS
Installed car base Connectivity
1,05
1.09
1.13
1.18
1.22
1.27
1.32
8% 10% 12% 14% 17% 19% 22%
2014 15 16 17 18 19 20
Traditional cars Cars with network solutions
+4,0%
CAGR
+18,0%
CAGR
Global installed car base
(billion units)
• The installed base of cars with network
solutions is expected to grow about 4 times
faster than the installed base of traditional cars
• Similar to phones, cars are becoming smart
going forward, through active safety features
and various types of information features
• Thereby connectivity is becoming increasingly
important
• The number of networked cars is expected to
rise by 18% per year until 2020
 About 50% of these cars are expected to
be in the premium segment
 The value to mid-priced cars segments
will also install more network solutions
going forward
19
Industry trends
Growing consolidation pressure for automotive suppliers leading to an increased number
of deals, besides American suppliers are increasingly attractive targets
Note: Second half of 2014 forecasted
Source: PWC (2014) – Consolidation in the Global Automotive Supply Industry 2014
INDUSTRY ANALYSIS
9%
35
12
20
4
10 11 12
15
262
275
214
189
278
303
243
186
211
100
150
200
250
300
350
2006 2007 2008 2009 2010 2011 2012 2013 2014
Deal value Number of deals
Growing M&A Activity Who is buying/bought
• M&A activity of automotive suppliers was
picking up in 2014, and expected to gain
momentum going forward
• Especially the number of deals is picking up
and for the first time growing since 2011
• However, the average deal values remains at
a low level, even slightly lower than in 2013
30%
32%
8%
5%
25%
Europe NAM Japan Cina ROW
36%
31%
3%
6%
24%
Component supplier M&A activity
(value in $ bn)
HQ of Acquirer company
(2014)
HQ of Target company
(2014)
• Europe and NAM (North America) are the
most active M&A markets, both form the
acquirer perspective and the target perspective
• European suppliers remain the main target
of acquisitions, however US suppliers
experienced a strong increase, rising from
around 20% of all targets in 2013 to above
30% in 2014
20
Five Forces Analysis
Competitive pressures in the automotive supplier industry, mostly affected by bargaining
power of car OEMs and technological innovation
Source: Company websites, Annual reports
INDUSTRY ANALYSIS
Supplier
power
Compet.
Rivalry
Custome
r power
Threat of
new
entrants
Threat of
substi-
tutes
Threat of new entrants
• Given the growing importance of
technology in the auto industry, the
threat of new entrants is growing
due to the rapid evolution in the
technology field. However, the
quantity and terms of delivery of
OEMs limit the ability of small
suppliers to gain the business of
most large OEMs.
Bargaining power of buyers
• Bargining power of buyers, or
OEMs, has traditionally been high in
the auto supplier industry. OEMs
have the threat of backward
integration and often use that
threat. This keeps margins in the
industry realitivly low.They also
demand very high quality inputs.
Buyer power can sometimes be held
in check by their lack of infomation.
Threat of substitutes
• For differentiated products and
high-tech applications, there are
very large, emmerging substitutes
from auto suppliers and tech
companies. There are also threats
of substitutes from emerging
market companies. For the thermal
energy management components,
the threat of substitues is lower
because the products are less
differentiated and Visteon is a low-
cost leader.
Bargaining power of
suppliers
• Supplier power is usually low
because of the commodity like
nature of the supplies. However,
some suppliers provide crucial
components that can effect quality.
Also, this industry is characterized
by high labor unionzation and
workers can have a significant
amount of power.
21
Agenda
• Executive Summary
• Economic/M&A environment
• Industry analysis
• Company profile – Continental
• Company profile – Visteon
• Strategic implications
• Valuation
• Due Diligence
• Merged entity & integration
22
Company overview
Continental is with globally 190.000 employers, 200 locations in 53 countries regarded as
the world’s largest automotive supplier
Source: Company website; Annual report
COMPANY PROFILE - CONTINENTAL
Company overview Financial overview
Key facts
 Continental was founded in 1871 in Germany and today is
headquartered in Hanover, Germany
 The company is divided into two separate groups, the
automotive and the rubber group, whereas this proposal
mainly focuses on the Automotive group
 The rubber group is divided into a Tires and ContiTech
division and employs about 74.250 people
 Approximately 103.217 people work for the automotive
group, which is divided into a Chassis & Safety, a Powertrain
and an Interior division
Management team and board
• Dr Elmar Degenhart Chairman Executive Board
• José A. Avila Executive VP & CFO
• Dr. Ralf Cramer President and CEO China
• Frank Jourdan Chassis & Safety Division
• Wolfgang Schäfer Finance, Controlling, Compliance,
Law, and IT
Key financials
In $m 2012 2013 2014 2015
Sales 42.095 44.274 45.840 41.653
Growth -0,9% 5,2% 3,5% -9,13%
EBIT 4.112 4.363 4.540 4.663
Margin 9,77% 9,86% 9,90% 11,2%
CAPEX 2.594 2.631 2.717 2.332
Depr. 2.290 2.432 2.376 1.890
• Market cap: $46.271m
• Shares outstanding: 200m
• EPS: $13,90
• P/E: $19,47
Stock performance
23
Product overview
Continental’s automotive group is divided into a chassis & safety division, a powertrain
division and the interior division; the rubber group is out of scope for the proposed deal
Source: Company website
COMPANY PROFILE - CONTINENTAL
Interior
The Chassis & Safety Division is divided into four Business Units: Vehicle Dynamics, Hydraulic
Brake Systems, Passive Safety & Sensors and Advanced Driver Assistance Systems. In this
division, Continental creates, develop and improves all the products involved in chassis’
construction. Safety is a priority for Continental. They’re constantly developing new ways to
protect the passengers.
Chassis &
Safety
The Powertrain Division integrates innovative and efficient powertrain system solutions from today and
tomorrow for vehicles of all categories.
Continental’s products do not only make driving more environmentally friendly, they also enhance
comfort and driving pleasure. Starting with the concept of Clean Power, Continental offers our
customers a comprehensive product portfolio.
Powertrain
ContiTech is a leading specialist for rubber and plastics technology. Continental develops and
produce functional parts, components and systems for the automotive industry and other
important industries.
ContiTech
Continental is the second largest seller of tires in the World. With more than 140 years of history
in this segment, this branch of the company is of extreme importance. Safety allied with
innovation allow Continental to keep its growth trajectory and to be always one step ahead of
its competitors. Tires’ division is divided in: car tires, SUV/4x4 Tires and Van Tires.
Tires
The Interior division bundles together the full array of activities dealing with information
management in vehicles – i.e. the presentation, exchange and administration of information.
24
Capital structure
Continental is 79% equity financed, whereas the Schaeffler Group holds 46% of the
shares outstanding
Source: Company website; Bloomberg
COMPANY PROFILE - CONTINENTAL
Shareholder’s Equity
79%
Liabilities
21%
Capital structure Shareholders
TOP 5 Investors
1) Schaeffler Group 46,0%
2) Blackrock 4,49%
3) Dekabank Deutsche 3,01%
4) GIC Private Limited 2,90%
5) Deutsche Bank 1,90%
920 903
498
1931 2300
3000
Secured
Loans
Secured
Bonds
Commercial
Paper
Senior
Unsecured
Loans
Senior
Unsecured
Bonds
Liabilities (in $m)
Amount Available
Amount
Outstanding
57%
36.32%
5.22%
Ownership structure in %
Other
Investment
Advisor
Government
Pension Fund
Insurance
Companies
25
Financial performance
Source: Company website; Bloomberg
COMPANY PROFILE - CONTINENTAL
By region By product
Continental generates more than 50% of total sales in Europe, which implies a high
dependence on region where growth is relatively low
Sales by category in 2013Sales by geography in 2013
28%
11%
22%
19%
20%
Tires
ContiTech
Chassis & Safety
Powertrain
Interior
23,8%21,8% 29,8% 19,3%
• More than 50% of Continental’s sales are generated in
Europe, almost 24% represent the sales in Germany
• Continental share of sales is lower in higher growth
markets, as Asia and North America
• The rubber group, namely Tires and ContiTech
account for approximately 40% of Continental’s
sales
• Moreover, the automotive group, initially not
Conti’s core, in 2013 accounts for more than
60% of sales
26
Agenda
• Executive Summary
• Economic/M&A environment
• Industry analysis
• Company profile – Continental
• Company profile – Visteon
• Strategic implications
• Valuation
• Due Diligence
• Merged entity & integration
27
Company overview
Visteon is a leading automotive supplier, that designs and manufacturers parts and
solutions for the automotive industry in 28 different countries across the globe
Note: Visteon Corp. said Monday (16.03.2015) that Chief Executive Timothy Leuliette would leave the company by the end of the year
Company website; annual report; Wall Street Journal
COMPANY PROFILE - VISTEON
Company overview Financial overview
Key facts
 Visteon Corporation is a US-based global automotive
parts supplier
 The Company was founded on June 28, 2000 after a spin-
off from it’s mother company Ford
 Visteon was thereafter able to sustain a close relationship
to Ford, which is still one of it’s major customers
 Currently more than 24.000 people are employed for
Visteon worldwide
 The company Is headquartered in Van Buren Township,
Michigan, United States
 Key products include thermal energy management
modules and systems and cockpit electronics
Management team and board
• Timothy D. Leuliette President & CEO1
• Jeffrey M. Stafeil Executive VP & CFO
• Martin Thall President, Electronics Product
• Michael J. Widgren Senior VP & CAO
• Peter M. Ziparo VP & General Counsel
• Yong Hwan Park President & CEO of HVVC
Key financials
In $m 2012 2013 2014 2015
Sales 6.857 7.439 7.509 4.600
Growth -8,96% 8,49% 0,94% -38,7%
EBIT 141 278 365 254
Margin 2,06% 3,74% 4,86% 5,53%
CAPEX 229 269 5 340 138
Depr. 259 262 270 199
• Market cap: $4.342mm
• EPS: $3,10
• P/E: $31,51
Stock performance
28
Product overview
Visteon’s main product focus is on cockpit electronics and thermal climate systems and
components; the interiors segment is comparably small, as the majority of this segment
was recently divested
Note: 1 Visteon is considering spinning off the interiors unit
Source: Company website
COMPANY PROFILE - VISTEON
User Interfaces combining superior graphics display performance with touch, voice, sound
and haptic technologies to deliver human-machine interaction (HMI).
Connectivity that entertains and informs through smartphone integration, media access and
reproduction technologies and wireless data connections.
Open Architectures including selected and architectural elements that enable effective
ecosystem participation.
Cockpit
Electronics
Climate Systems are fully integrated heating, ventilation and air conditioning (“HVAC”)
systems. Products contained in this area include: evaporators, condensers, heater cores,
climate controls, compressors, air handling cases and fluid transport systems.
Powertrain Cooling Systems provide cooling and thermal management for the vehicle’s
engine and transmission, as well as for batteries and power electronics on hybrid and electric
vehicles. Products include: radiators, oil coolers, charge air coolers, exhaust gas coolers,
battery and power electronics coolers and systems and fluid transport systems.
Thermal
Climate
Designing, developing and manufacturing modular interior systems, mainly instrument
panels, door and trim panels, cockpit modules and floor consoleInteriors1
29
Capital structure
Visteon is 77% equity financed, whereas most of the investors are institutional
Source: Annual reports, Bloomberg
COMPANY PROFILE - VISTEON
597
128
15 69
200
First Lien
Loans
Secured
Loans
Municipal
Loans
Non
disclosed
Liabilities (in $m)
Amount Available
Amount
Outstanding
Shareholder’s Equity
77%
Liabilities
23%
Capital structure Shareholders
Mutual/Hedge
Funds, 40%
Investment
Advisor, 55%
Ownership Structure
Government
Pension Fund
Mutual Funds and Hedge
Funds
Bank
Private Equity
Investment Advisor
TOP 5 Investors
1) Standard Life Investments Ltd 8,05%
2) Vanguard Group, Inc (The) 6,54%
3) Solus Alternative Asset Management , LP 4,69%
4) Morgan Stanley 4,21%
5) Iridian Asset Management LLC 3,47%
30
28%
67%
2%
Electronics
Climate
Other
Financial performance
Source: Company website, Bloomberg
COMPANY PROFILE - VISTEON
By region By product
18,9%
5,1%
46%
30,1%
Asia remains as Visteon’s strongest revenue generating area, climate is still the top selling
segment, whereas electronics is expected to significantly increase going forward
Sales by category in 2013Sales by geography in 2013
• Almost 50% of Visteon’s sales are generated in Asia,
Europe and North America account for almost the
other 50% of sales in 2013
• Sales in the climate segment account for
67% of total sales
• The electronics segment accounts for 28%
at the moment, which is expected to
increase, due to Visteon’s technology
advantage in that segment
31
Competitors
Visteon is facing different kinds of competitors, dependent on the market segment as well
as diversified firms, that cover a wide range of segments
Source: Company website
COMPANY PROFILE - VISTEON
Thermal Energy
Management Electronics Diversified
Germany competitor in
thermal management,
well positioned in the
European market.
• 2013 Sales: 7,31 B$
Mahle
Group
A French based supplier
of interiors and
emmisions control
systems.
• 2013 Sales: 19,95
B$
Faresia
SA
Japanese supplier of air
conditioning units for
automotive and
commercial
applications.
• 2013 Sales: 2,26 B$
Sanden
Corp
A Canadian supplier,
well positioned in
America, expanding
through bolt-on
acquisitions into the
electronics business
• 2013 Sales: 32.42
B$
Magna
Inter-
national
Diversified, Japanese
electronics company
competing with Visteon
in the electronics
industry.
• 2013 Sales: 4.104
B$
Pioneer
Corp.
Japanese based
supplier well positioned
for the low-cost
oriented OEMs.
• 2013 Sales: 7.569
B$
Calsomi
c Kansei
U.S. based supplier well
positioned in the U.S.
market (GM) and
investing heavily in
R&D
• 2013 Sales: 17.02
B$
Delphi
Automo-
tive
Robert Bosch GmbH
Valeo SA
ZF Friedrichshafen
Others
32
Relative performance
Comparing the R&D spending and employee efficiency of Visteon with some of their
closest competitors
Note: R&D spending and sales per employee for 2013
Source: Company website; Annual report
COMPANY PROFILE - VISTEON
R&D Spending Employee efficiency
Comparing R&D spending on a percentage of
sales, Visteon is near the average for this small
peer group. There is more room for Visteon to
expand its R&D spending if they want to
capitalize on the growth of autonomous vehicles
and the luxury market in Germany.
Comparing sales per employee, Visteon is one of
the best performing, most efficient companies in
this peer group. Visteon has taken appropriate
restructuring steps as part of its business plan.
It has also chosen to focus on higher margin
products.
33
Agenda
• Executive Summary
• Economic/M&A environment
• Industry analysis
• Company profile – Continental
• Company profile – Visteon
• Strategic implications
• Valuation
• Due Diligence
• Merged entity & integration
34
Deal rationales
The main strategic rationales for the acquisition of Visteon are the following in declining
order
Source: Company website; Annual report
STRATEGIC IMPLICATIONS
• Visteon is a leader in climate control, vehicle detection and "The Connected Car“
• This will cause a boost in Continental’s Technological segment and diversify their
segments in the auto-parts industry
R&D
• Continental would moreover benefit through having access to new products and key
customers, e.g. KIA and Ford
• This will improve further deals in the other Continental’s segments, e.g. tires. It can
be seen as potential source of business development
Product/ Market
expansion
• General industry consolidation; Visteon was restructuring in 2014
• Increasing pressure to keep up with competitors, e.g. ZF Friedrichshafen bought
TRW Automotive a few months ago
Over-capacity/Com-
petition
• Visteon has a large presence in Asia and America, this will increase Continental’s
presence in the Asian and American marketGeographic roll up
35
Geographic fit
Visteon has a strong manufacturing and customer presence in NAM and Asia, it’s rather
weak position in Europe can be complemented by Continental’s strong presence there
Note: Visteon climate excluding Halla Visteon Climate Control; 1 Only Customer Centers
Source: Company websites
STRATEGIC IMPLICATIONS
Visteon manufacturing footprint Strategic implications
North America
• Limited overlap in manufacturing plants, however high
potential to combine sales and service facilities
• Possibility to have exclusive access to existing Visteon
customers in the United States and possibility to cross-
sell products to existing American customers
Europe
• Visteon would benefit from Continental’s very strong
manufacturing and service present in Europe
• Moreover Visteon’s existing customer service centers
in France and Germany could be closed
• Possibility to cross-sell Visteon’s products to existing
European customers
Asia
• Due to the increasing competitiveness of the Asian
market, strong potential to consolidate manufacturing
sites, especially in China
• Moreover possibility of benefitting from Visteon’s strong
customer base
South America
• Both companies with strongholds in Brazil, especially in
the interior segment
Manufacturing and Technical Centers
• Climate: Argentina, Brazil, Portugal and South
Africa
• Electronics: Brazil, China, India, Indonesia,
Japan, Mexico, Portugal, Russia, South Korea,
Thailand, United Kingdom, United States,
(Germany and France)1
• Interiors: Argentina, Brazil and Thailand
36
R&D Consolidation
Estimated impact of combining both R&D capacities
Source: Company websites; Annual reports
Strategic Implications
Development of HUD (heads up
displays) for surround views and
autonomus driving
Networking and information
specifically the partnership
Visteon has with Verizon
Wireless
Leveraging thermal energy
technology to imporve efficency
and battery life
Specific R&D Synergies
VISTEON TOTAL
R&D
• $446m (2014)
• $325m (2013)
• $299m (2012)
CONTINENTAL TOTAL
R&D
• $1,99bn (2013)
• $1,83bn (2012)
COMBINED TOTAL
R&D ESTIMATE:
• $2,50bn
2013 comparison: = $1,3bn = $336m = $2,1bn
37
Measure/ Source Expected
effect
2016 2017 2018 2019 2020
Cross-selling Continental's product line through
expansion and leveraging Visteon's existing
customer base in Asia
0,50% 1,35% 1,75% 2,50% 2,50%
Cross-selling Continental's product line through
expansion and leveraging Visteon's existing
customer base in North America
0,20% 0,40% 0,60% 0,90% 1,00%
Cross-selling Visteon’s climate and thermal
management systems to Continental's customers
0,50% 0,50% 0,75% 0,75% 0,50%
Cross-selling Visteon’s vehicle cockpit electronics,
connected car solutions and battery technology
line to Continental's customer base
0,20% 0,00% 0,90% 1,10% 1,50%
Combine R&D to find new product solutions and be
faster to the market
0,00% 1,00% 0,35% 0,50% 0,50%
Total 1,40% 3,25% 4,35% 5,75% 6,00%
Synergies – sales growth
The following synergies were considered for the growth in revenue
STRATEGIC IMPLICATIONS
Source: Annual reports
38
Measure/ Source Expected
effect
2016 2017 2018 2019 2020
Base case margin 15,15% 15,36% 15,37% 15,48% 15,49%
Reduction in overhead costs from combined HR,
payroll, accounting systems
-0,50% 0,20% 0,60% 0,65% 0,20%
Utilize existing Visteon infrastructure including
manufacturing plants and corporate offices
0,00% 0,10% 0,30% 0,40% 0,30%
Greater pricing power due to increased economies
of scale
0,00% 0,30% 0,30% 0,35% 0,30%
Lower COGS as a result of better bargaining
power with suppliers
0,00% 0,30% 0,35% 0,40% 0,20%
Total change in margin
-0,50% 0,90% 1,55% 1,80% 1,00%
New margin including synergies 14,65% 16,26% 16,92% 17,28% 16,49%
Synergies – Profit margin
The following synergies were considered for improvements in the EBITDA margin
STRATEGIC IMPLICATIONS
Source: Annual reports
39
Measure/ Source Expected
effect
2016 2017 2018 2019 2020
Lower taxes, because of tax benefits: tax
synergy
• Potential for tax benefits through optimal
transfer pricing
Lower Net working Capital needs
• Reduce net working capital by lowering A/R
from customers, A/P from vendors and
sharing best practices to decrease
inventory
Higher debt ratio because of lower risk:
debt capacity
• Increase amount of debt capitalization
possible than a standalone Visteon
• Lower WACC leading to more investment
opportunities
Other synergies
Since the impact of some of the other synergies is hard to estimate, some of them were
not considered in the valuation
STRATEGIC IMPLICATIONS
Note: This was a comment on synergies within the automotive supplier industry from a 2014 ZF Friedrichshafen press release about their merger with TRW Automotive
Source: Annual reports
• Since the impact of tax synergies and decreased relatively lower NWC needs are very hard to compute,
they are not included in the valuations
• However, as seen in the sensitivity analysis, they can have a huge impact. Therefore these factors
should be further analyzed in the Due Diligence stage
40
Opportunity Costs
STRATEGIC IMPLICATIONS
Opportunity costs
There are alternatives to Visteon’s acquisition, the most reasonable would be a strategic
alliance between Visteon and Continental
Best Alternative to the acquisition: Strategic Alliance
Pros Cons
• Lower level risk
• Test to the acquisition
• Reduction of disynergies in a case of an
acquisition
• Lower level of responsibilities
• Competitors may go to similar acquisitions
first, inspired by the alliance
• The reasons for the strategic alliance come from the fact that the major part of the synergies derive from the
increase in sales and the decrease in COGS.
• This cross-selling may be acquired from an alliance, and if so, Continental may be able to get the same increase in
profits as with Visteon’s acquisition.
41
SWOT Analysis
Combining Continental and Visteon has many different positive effects, but also comes
with a few drawbacks and risks
Source: Company websites
STRATEGIC IMPLICATIONS
SWOT analysis SWOT (ctnd.)
Strength
Opportuniti
es
Weaknes
s
Threats
InternalExternal
Weaknesses
• Potentially bureaucratic organizational structure with
cultural differences
• Highly diversified company could loose focus and
market share in specific end-industries
Opportunities
• Capitalize on Visteon’s strengths in connected cars and
thermal energy management, both growth industries
• Look for opportunities to enhance capital structure,
optimize working capital, and utilize tax shields
• Expand sales of Continental’s products to Visteon’s
customers
Threats
• Dependent on Global OEM market for almost all
demand, a drop in one OEM’s production could lead to
major problems
• Backwards integration by OEM’s could also negatively
effect demand
• Competitors entering the thermal energy management
or connected car industry could negatively affect
profitability
Strengths
• Leveraging sales knowledge and growth from Visteon’s
presence in North America and Asia to increase growth
rate
• Combine R&D, best practices, to bring better products
to the market and increase margins
• Very diversified product offering and close to a “one-
stop-shop” for car OEMs
42
Strategic Partnerships
STRATEGIC IMPLICATIONS
Source: Company websites
Partnership with Verizon
Wireless (4G LTE)
• The largest wireless carrier in
The U.S. to develop
“firmware over the air”
(FOTA)
• First technology that allows
vehicle manufacturers to
communicate and update
embedded automotive
technology
70% Ownership in Halla
Visteon Climate Control
Corp.
• Leader in climate control and
thermal energy management,
crucial technologies for gas,
diesel, and electric cars
• Well positioned in high
growth markets, new plant in
India
Partnership with 3M
• Designing specialty materials
for vehicle cockpits to
increase ecstatic appeal,
acoustics, and functionality
• Designing electronic solutions
for cockpits like 3D displays
and wireless charging for
phones
Continental will not only profit from integrating Visteon itself, but will moreover also profit
from Visteon’s strategic partnerships
43
ZF’s TRW acquisition
Implications can be drawn from another recent cross-border deal between a German and
an American auto supplier – ZF Friedrichshafen acquiring TRW
Note: 1 equivalent to 16,,8 bn Euro, exchange rate as of 10.03.2015
Source: Company websites
STRATEGIC IMPLICATIONS
ZF Friedrichshafen
16%
premiu
m
TRW Automotive$105,6
per
share
Revenue (13): $18,2 bn1
Revenue (13): $17,4 bn
Premium
• $105.60 per share representing a 16% premium to TRW’s undisturbed price and a 15% premium to undisturbed
all-time high price; equivalent to a multiples of 7.6x TRW’s previous 12-month adjusted EBITDA
Valuation/Terms
• TRW valued at 13.5 Billion Dollars, 77.5% of sales and $208,000 per employee (65,000 employees)
• All-cash deal was financed by ZF Friedrichshafen’s cash on hand and debt financing by both Citigroup and
Deutsche
Implication
• Similar to the Visteon-Continental deal, buying TRW allowed ZF to more than double its sales in the United States
and China, two countries with high drivers for growth
• The merger is still in the closing phases but it has dramatically increased the geographic scope, customer profile,
and R&D capabilities of ZF Friedrichshafen, a major competitor to Continental and Visteon
44
Agenda
• Executive Summary
• Economic/M&A environment
• Industry analysis
• Company profile – Continental
• Company profile – Visteon
• Strategic implications
• Valuation
• Due Diligence
• Merged entity & integration
45
Visteon - Sales and cost of capital
VALUATION
Source: Case information, Bloomberg
The calculated WACC is 7,73%
Sales forecast Cost of capital
Values Observations
Rf 2,24% US treas. 10Y
β 1,16 Visteon levered beta
MRP 5,69% Damodaran Value
Re 8,64% CAPM
 Average Beta Peer Group:
 Re Peer Group:
1) Recalculation, based on Damodaran
Ke = Rf + β * MRP
forecastedhistorical
Re = 8,64% reasonable after comparison
with peer group
RD = 3,98%
WACC =7,73%
2) Comparison with peer group:
β = 1,35
Re = 9,92%
0
1000
2000
3000
4000
5000
6000
7000
8000
9000
2011 2012 2013 2014 2015
Sales by region in $m
Asia
Europe
North
America
South
America
Based on forecasted from Bloomberg
platform
46
Visteon - Further assumptions
VALUATION
All assumptions are based on the peer group or approaches suggested by Damodaran
Assumed the US tax rate for simplification purposes.35%Tax Rate
3,6%
Depr./
Sales
t-1
Average % of revenues t-1 in the previous years.
6,58%
EBIT
Margin
Assumed to be constant after 2016. Peer group has a bigger margin, but we decided
to be conservative.
3%
CAPEX/
Sales
Assumed to be 3% of revenues, average of the previous years. CAPEX has been very
unstable.
5,1%
∆WC/
Sales
t-1
Ratio of 5,1%, coming from the average the % of change in NWC to sales t-1 in
previous years.
2011
2010
Previous business cycle Explicit period
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Source: Bloomberg
47
Visteon - DCF method (I)
VALUATION
The base case DCF-method results in an Enterprise Value of $4.532 million
Source: Bloomberg
48
• The Terminal Value = $3.674m is
computed by using the Gordon Growth
model and discounted back to the PV with
WACC:
 Forecasted avg. FCFF16-20:
$215m
 Terminal growth rate (g):
3,3%
(expected long term growth rate after
2020)
859
3.673
PV FCFF Explicit
Period
PV Terminal
Value
Visteon - DCF method (II)
VALUATION
The base case DCF-method results in an Enterprise Value of $4.532 million
TV =
Average(FCFF16-20 )
(WACC - g)
Value composition Terminal value
Terminal Value accounts for 81% of the
total Enterprise Value
Source: Bloomberg
Value composition (in M$)
49
Visteon - Sensitivity analysis
The sensitivity analysis reveals a smaller downside risk of -51% in comparison to
an upside potential of 93%
VALUATION
+93%
-51%
Upside Scenario1
Parameter
PROFIT MARGIN
R&D is a main
differentiator in this
sector.
SALES GROWTH
Fluctuations in the
Autoparts industry
COST OF CAPITAL
Changes in WACC
possible but only
with limited impact
due to their Worlwide
presence
NPV:
$ 8.417m
NPV:
$4.532m
NPV:
$2.222m
EBITDA: -2,5%
Growth Sales:
-1,5%
WACC: +1,0%
EBITDA:
+2,5%
Growth Sales:
+1,5%
WACC: -1,0%
Downside Scenario
Source: Bloomberg
50
7.926
4.616
2500 3000 3500 4000 4500 5000 5500 6000
EV / Sales
EV / EBITDA
Visteon - Multiples
VALUATION
Only EV/EBITDA Multiples seem to be reasonable and in line with the DCF valuation
Multiple valuation (in $m)
Source: Bloomberg, Damodaran (Investment Valuation)
EV/Sales
• Less depended on different
accounting systems
• EV not reasonable, due to Visteon
lower margins.
Rationale
EV/EBITDA
• Similar to the DCF.
• More reliable, once it is a proxy of
CF
✔
51
Continental - Sales and Cost of Capital
VALUATION
Source: Bloomberg
The calculated WACC is 7,75%
Sales forecast Cost of capital
Values Observations
Rf 2,24% US treas. 10Y
β 1,12 Continental lev. beta
MRP 5,69% Damodaran Value
Re 7,75% CAPM
 Average Beta Peer Group:
 Re Peer Group:
1) Recalculation, based on Damodaran
Ke = Rf + β * MRP
forecastedhistorical
Re = 8,64% reasonable after comparison
with peer group
RD=3,4%
WACC=7,75%
2) Comparison with peer group:
β = 1,35
Re = 9,92%
0
10000
20000
30000
40000
50000
2011 2012 2013 2014 2015
Sales by region in $m
Asia
Europe
North
America
Other
Based on forecasted from Bloomberg
platform
52
Continental - Further assumptions
VALUATION
All assumptions are based on the peer group or approaches suggested by Damodaran
Assumed the US tax rate for simplification purposes.35%Tax Rate
15,89%
Depr./
Sales
t-1
Average % of revenues t-1 in the previous years.
6,58%
EBIT
Margin
Assumed to be constant after 2016. Peer group has a bigger margin, but we decided
to be conservative.
5,6%
CAPEX/
Sales
Assumed to be 5,6% of revenues, average of the previous years. CAPEX has been
very unstable.
1,9%
∆WC/
Sales
t-1
Ratio of 1,9%, coming from the average the % of change in NWC to sales t-1 in
previous years
2011
2010
Previous business cycle Explicit period
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Source: Company website; Bloomberg
53
Continental - DCF method (I)
VALUATION
The base case DCF-method results in an Enterprise Value of $33.029 million
Source: Bloomberg
54
• The Terminal Value = $27.061m is
computed by using the Gordon Growth
model and discounted back to the PV with
WACC:
 Forecasted avg. FCFF16-20:
$1.502m
 Terminal growth rate (g):
3,3%
(expected long term growth rate after
2020)
Continental - DCF method (II)
VALUATION
The base case DCF-method results in an Enterprise Value of $4.532 million
TV =
Average(FCFF16-20 )
(WACC - g)
Value composition Terminal value
Terminal Value accounts for 82,6% of the
total Enterprise Value
Source: Bloomberg
5.698
27.061
PV FCFF Explicit
Period
PV Terminal
Value
Value composition (in M$)
55
Valuation of synergies
The main source of added value are revenue and cost synergies, as stated in the strategic
implication part, however disynergies still have to be considered
Source: Company website; Annual report
VALUATION
Synergies Disynergies
-1,592.73
-507.66
-234.62
99.85
452.36
-2000
-1500
-1000
-500
0
500
1000
1500
2000
2016E 2017E 2018E 2019E 2020E
Structure of synergies in
the explicit period (m$)
• Revenue
 ST Synergies: Expansion and Leverage Visteon’s Customer
base (1,40% in 2016 and 2,25% in 2017)
 LT Synergies: Combined R&D and increase innovativeness
leading to more products that are brought to the market
• Cost
 ST Synergies: Decrease in the number of employees
 LT Synergies: Economies of Scale, Reduction in Production
costs due to combined factories, Better bargaining power
(0,20% starting in 2017)
• Integration costs
• Employees compensation
• Advisor Fees
• Lawyer Fees
56
Agenda
• Executive Summary
• Economic/M&A environment
• Industry analysis
• Company profile – Continental
• Company profile – Visteon
• Strategic implications
• Valuation
• Due Diligence
• Merged entity & integration
57
Strategic Due
Diligence
•Market Trends
•Business Unit
Analysis
•Strategic Fit
•Post-merger
Synergies
Commercial
Due Diligence
•Industry
Structure &
Consolidation
Trends
•Competitive
Analysis
•Supplier
Reaction and
Opportunities
•Customer
Reaction and
Opportunities
•Business Plan
analysis and
assessment
Operational
Due Diligence
•Analysis and
Comparisons of
Best Practices
•Integration
Compatibility
•Indentify Key
Areas of
Improvement
•Survey Foreign
Operations and
Subsidiaries to
Ensure Proper
Practices
Cultural Due
Diligence
•Identify Key
Value Adding
Employees and
Make Sure
They’re On
Board
•Don’t Ignore
Soft Issues
That Could
Jeopardize
Synergies
•Work With IT
to Determine if
New Systems
Will Be
Properly
Utilized by
Visteon
Employees
Financial Due
Diligence
•Full,
Independent
Audit of
Financial
Statements &
Controls
•Review of
Management
Forecasts
•Understand
and Control
Deal Financing
•Perform
Detailed
Valuation
Accounting
Due Diligence
•Determine
Visteon’s
Accounting
Practices
•Understand
Pension
Liabilities
•Consolidate
Between U.S.
GAAP and IFRS
Legal Due
Diligence
•Understand
Tax Liabilities
and
Opportunities
for Tax Related
Synergies
•Determine
Feasibility
based upon
Antitrust Laws
•Understand
Employment
Laws, Union
Rights, and
Safety
Standards
•Overview of
Corporate
Structure and
Ownership
Key accounts
The following topics should be covered in the due diligence stage, whereas the services of
the respective firms should be considered
Source: Company websites
DUE DILIGENCE
58
Commercial Due Diligence
The Commercial Due Diligence should among others, focus on the individual firm’s
customer dependence and the implications of combining both firms
Source: Company website; Annual reports
DUE DILIGENCE
Visteon
Customer
Dependence
• Kia accounted for 36% of sales in 2014, 33% of sales in both 2013 and 2012
• Ford accounted for 27% of sales in 2014, 28% of sales in 2013, and 27% of
sales in 2012.
Continental
Customer
Dependence
• Largely dependent on German luxury manufacturers
• Daimler, Fiat, Ford, GM, and VW generate 45% of Continental’s sales in 2013
• Europe generates 54% of Continental's sales.
Combine
Customer
Dependence
• Large share of sales generated from Ford
• Greater diversification into North American and Asian markets
• Exposure to both middle market OEMs and High-end OEMS
59
Commercial Due Diligence
The following risks can be inherited from acquiring Visteon and should be further analyzed
in the commercial due diligence
Source: Company website; Annual report
DUE DILIGENCE
”Demand for the Company’s products is directly related to the automotive vehicle
production of the Company’s major customers. Automotive sales and production can be
affected by general economic or industry conditions, labor relations issues, fuel prices,
regulatory requirements, government initiatives, trade agreements and other factors.
Automotive industry conditions in North America and Europe have been and continue to
be extremely challenging. In North America, the industry is characterized by significant
overcapacity and fierce competition. In Europe, the market structure is more
fragmented with significant overcapacity and declining sales. While Asia continues to
grow, the rate of growth is expected to decline.”
Visteon (2014)
Discontinuation or
failure of a
particular vehicle
model
Risk’s from Customer’s Business:
Work stoppages
Escalating price
pressure
Decline in
production levels
of cars
60
Accounting GAAP vs. IFRS
There are significant differences between the two firms accounting systems
DUE DILIGENCE
Development Costs
Under U.S. GAAP, Visteon is not allowed to capitalize development costs,
and strict guidelines exist particularly for software development
Employee Benefits
Expense
Major differences in Pension cost fund gains and losses between IFRS and
GAAP, careful analysis must be performed on Visteon’s pension liabilities
and assets. Also, differences between accounting for stock compensation
Contingencies Different thresholds for contingent liability recognition should be analyzed
Impairment and
Inventory
IFRS and GAAP differ on their standards for asset impairment and write-
downs. Also, GAAP permits LIFO inventory pricing, however, Visteon states
in its financial statements that it uses FIFO, so this is not an issue.
Currency Risk
Continental will need to work with American financiers to determine how
best to finance, in Dollars, the purchase. Continental may want to utilize
foreign currency forward contracts or option's contract to lock in a specific
Dollar value
Revenue
Recognition
Under U.S. GAAP, industries have specific guidelines on how to record
revenue, Visteon records revenue when price is determinable and
collectability is reasonably assured
61
Agenda
• Executive Summary
• Economic/M&A environment
• Industry analysis
• Company profile – Continental
• Company profile – Visteon
• Strategic implications
• Valuation
• Due Diligence
• Merged entity & integration
62
Merged Entity
The minimum bid Continental should pay is $102,31 per share. The walk-away price is
$147,46, which offers room for bargaining
MERGED ENTITY & INTEGRATION
46,249
33,030
4,532
8,687
-
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
50,000
Total Continental Visteon Synergies
•Visteon will fully become a part of Continental.
•There will no longer exist Visteon after 2/3 years after the merger.
•The Visteon will be fully paid in cash by Continental
•The acquisition will only happen if all shareholders accept selling the
shares to Continental
•Minimum price for Visteon: $4.532mm ($ 102,31 per share)
•Maximum price for Visteon: $6.532 mm ($ 147,46 per share)
•Premium $2b
•Visteon’s shares outstanding: 44,30 mm
•The premium is significantly lower than the synergies, because
the risk of the transaction is high.
•Synergies are not always easy to put in place nor forecast.
•Headquarters :Continental
•~200.000 employees
Added value of the Merged Entity (in $m)
Minimum bid: $102,31 per share Maximum bid: $147,46 per share
As shown before, Visteon has very few concentrated structure of shareholders. This poses a risk for the deal to go
through and could prevent Continental to fully integrate Visteon, in case they could not acquire all shares. In order to
take advantage of at least part of the synergies, Continental has to gain control and acquire at least 51% of the shares.
63
Integration issues
The following issues should be considered during the integration stage, however many of
these issues should already be tackled during the Due Diligence phase
MERGED ENTITY & INTEGRATION
 Cultural Integration: Much like Daimler’s acquisition of Chrysler, there can be major hurdles involved when
merging a German auto company with a U.S. company. Specific attention needs to be paid to key strategic
employees.
 Combining IT & Accounting Systems: After the acquisition, one of the first synergies that can be achieved and
savings can be realized is in the systems arena. This can’t be done though without a well planned and executed
systems integration. This shouldn’t be done without the help of an experienced consultant.
 Exploring Best Practices: Not only can Visteon benefit from some of Continental’s best practices, but Visteon may
have some valuable best practices as well that Continental can utilize, especially in the area of high-tech R&D.
 Communicating with Customers, Suppliers, and Partners: Continental needs to leverage Visteon’s customer in
order to cross-sell Continental products and vice versa. Continental can gain bargaining power by determining the
best suppliers to deal with. Finally, Visteon’s partnerships with 3M and Verizon should be leveraged to achieve
additional synergies with Continental products.
 Debt Servicing: Continental should continually look at opportunities to change their new capital structure with
early repayment of debt if possible.
 Restructuring: If necessary, Continental should look for opportunities to restructure operating and support
activities and positions.
Mergers & Acquisition
Professor: António Borges de Assunção
André Pedro (152414056)
Ben Barteau (152114226)
Catarina Carvalho (152414014)
Daniel Hoene (152114206)
Lisbon, 26th February 2015
We are looking forward to
hearing your feedback to
the proposed acquisition!
André Pedro (152414056)
Ben Barteau (152114226)
Catarina Carvalho (152414014)
Daniel Hoene (152114206)
65
Information base I
Articles and papers
• BCG (2014) – The 2014 M&A Report
• Bloomberg (2014) – Global M&A Market Review Financial Rankings
• Bloomberg (2015)
• EY (2015) – Key trends that could see M&A scale new heights in 2015
• IMF (2015) – World Economic Outlook database
• IMF (2014) – World Economic Outlook report
• KPMG: 2015 M&A Outlook Survey Report
• PWC (2014) – Consolidation in the Global Automotive Supply Industry 2014
• Roland Berger (2013) – Global Automotive Supplier Study 2013
• Roland Berger (2014) – Global Automotive Supplier Study 2014
66
Information base II
Internet sources
• http://www.statista.com/statistics/262747/worldwide-automobile-production-since-2000/
• http://www.statista.com/statistics/269618/size-of-the-automotive-supplier-market-worldwide-since-1985/
• http://www.dealogic.com/media/market-insights/ma-statshot/
• http://www.bakermckenzie.com/goingglobal/
• https://www.bcgperspectives.com/content/articles/mergers_acquisitions_divestitures_2014_m_a_report/
• http://www.ey.com/GL/en/Newsroom/News-releases/news-ey-trends-that-could-see-mergers-and-acquisitions-scale-new-
heights-in-2015
• http://www.statista.com/statistics/199703/10-leading-global-automotive-original-equipment-suppliers/
• http://www.statista.com/statistics/200005/international-car-sales-by-region-since-1990/
• http://globenewswire.com/news-release/2015/02/03/702386/10118319/en/Global-Automotive-Industry-Key-Sub-sectors-
Study-by-Persistence-Market-Research.html
• http://www.wsj.com/articles/visteon-ceo-timothy-leuliette-to-step-down-1426509950
• http://bloomberg.com

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Continental_Visteon_final

  • 1. Deal proposal – Acquisition of Visteon Corporation Mergers & Acquisition Professor: António Borges de Assunção Lisbon, 16th March 2015 André Pedro 152414056 Ben Barteau 152114226 Catarina Carvalho 152414014 Daniel Hoene 152114206
  • 2. 2 Agenda • Executive Summary • Economic/M&A environment • Industry analysis • Company profile – Continental • Company profile – Visteon • Strategic implications • Valuation • Due Diligence • Integration
  • 3. 3 Agenda • Executive Summary • Economic/M&A environment • Industry analysis • Company profile – Continental • Company profile – Visteon • Strategic implications • Valuation • Due Diligence • Merged entity & integration
  • 4. 4 Executive Summary The value of the merged entity will be $46.249 Billion Note: The following exchange rate was used: 1$ = 1,0854  The following presentation proposes an acquisition of Visteon Corp (target) by Continental AG (buyer), the world’s largest automotive supplier.  The valuation and presentation was completed on March 16th, 2015.  The deal will be financed entirely by cash and including synergies, we value Visteon at $6.532B  We calculate Visteon’s standalone value as $4.532B and Continental’s standalone value as $33.029B.  The combine value of both companies is $37.540B and when adding synergies, the combine company’s value is calculated at $46.249B  The difference values synergies at $8.687B  The synergies from this deal include primarily geographic roll-up particularly in high growth North American and Asian markets, technology acquisition including R&D abilities, strategic synergies to improve barriers to entry, and increase negotiating power with both buyers and suppliers.
  • 5. 5 Agenda • Executive Summary • Economic/M&A environment • Industry analysis • Company profile – Continental • Company profile – Visteon • Strategic implications • Valuation • Due Diligence • Merged entity & integration
  • 6. 6 Economic outlook Recovering GDP growth in advanced economies as well as in developing markets and an increased investment activity are likely to spur the global economy Source: IMF (2015) – World Economic Outlook database; IMF (2014) – World Economic Outlook report ECONOMIC/M&A ENVIRONMENT GDP Growth Investment 3,3 3.8 4.0 4.1 4.0 4.0 1,8 2,3 2.4 2.4 2.3 2.3 4.4 5.0 5.2 5.2 5.2 5.2 2014 15 16 17 18 19 World Advanced Economies Developing economies • Global growth is expected to rebound to an annual rate of 4% in the second half of 2015 and 2016 • Growth is expected to slightly strengthen in most advanced economies, but the pace of growth remains different across regions:  Strongest rebound expected in the US  Euro area lags behind but projected to step up • Developing economies are projected to grow moderately, expected to account for the main share in global growth Comments 24,8 25.2 25.6 25.9 26.2 26.4 20,3 20,6 21.0 21.4 21.7 21.9 31.9 32.0 32.3 32.4 32.4 32.5 2014 15 16 17 18 19 World Advanced Economies Developing economies • Global investments are predicted to increase moderately higher than the GDP. The world investment activity as a percentage of GDP is predicted to increase by about 1,2% per year going forward • Relative investments in developed economies are slightly higher, due to lower GDP growth compared to developing economies GDP Growth YoY (in %) Investment activity (as a % of GDP) Comments
  • 7. 7 Development in global M&A activity Comments • Global M&A Activity stabilized in 2013 but picked up momentum in 2014, mainly driven by:  Mega deals accounted for about 35% of total deal value in the first half of 2014, leading resurgence in markets  Divestitures as a tool for releasing unrealized value and focus on core competencies • Growth is expected to continue going forward in 2015 mainly due to:  M&A as a strategy for top-line growth, further increasing the number of mega deals  Economic conditions including economic recovery and favorable credit markets M&A Environment and outlook The year 2014, was the fourth highest year in terms of global deal value, whereas the positive growth trend is expected to accelerate in 2015 ECONOMIC/M&A ENVIRONMENT Source: Bloomberg (2014) – Global M&A Market Review Financial Rankings; BCG (2014) – The 2014 M&A Report; EY (2015) – Key trends that could see M&A scale new heights in 2015
  • 8. 8 M&A Environment and outlook The most relevant trends for 2015 are an increased deal value, strategic opportunities, transformation based deals and cross border M&A Note: 1 Partly, deal sizes are also increasing due to comparably higher profits and respectively increased valuations Source: KPMG: 2015 M&A Outlook Survey Report ECONOMIC/M&A ENVIRONMENT • According to a KPMG survey, 64% of managers will prefer selling to a strategic buyer • The right strategic fit is becoming increasingly important, whereas investors tend to become more selective regarding potential targets • On the other hand buyers are more willing to pay a premium, especially for targets with a high strategic fit and solid growth prospects Strategic opportunitiesIncreased deal value • M&A Cross-border deals are increasing and close to the pre-crisis level • The most important factors driving cross-border M&A:  Acquisition of customers  Intellectual property  Industrial assets  Natural resources  Human capital Transformation based deals Cross border M&A Technology / Media Health/P harma Energy / Oil & Gas Consumer markets Financial services Industrial Manufact. • Industries with the most transformation are also industries that are expected to be most active in M&As • Technology and industrial manufacturing are the two industries that are relevant in this proposal • In the first half of 2014, deal value increased by 62%, compared to the preceding year, this trend is expected to continue in 2014 • Mega deals are gaining momentum, yet, the M&A industry is still dominated by small and mid-sized deals, where deal value is also expected to rise going forward
  • 9. 9 Agenda • Executive Summary • Economic/M&A environment • Industry analysis • Company profile – Continental • Company profile – Visteon • Strategic implications • Valuation • Due Diligence • Merged entity & integration
  • 10. 10 The automotive market The main underlying industry of both Continental and Visteon is the automotive industry, which was growing in units with an average of 3,4% per annum in the past 10 years Global car industry by category Comments • The global car industry was growing with an average unit output increase of CAGR 3,4% between 2004 and 2013  Higher growth in the private car sector (CAGR 4,4%)  Smaller growth for commercial vehicles (CAGR 1,03%) • The car industry is highly cyclical and very prone to economic downturns • In 2009 production level fell by 12,9% compared to the previous year INDUSTRY ANALYSIS Source: Statista (2015) 44,6 47.1 49.9 53.2 52.8 47.8 58.2 59.9 63.1 65.4 19,9 19,7 19.3 20.1 17.9 14.0 19.3 19.9 21.2 21.9 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Global vehicle unit output (in M) Cars Commercial vehicles CAGR 1,0% 4,4%
  • 11. 11 The automotive market Growth is strongly varying across different regions; in 2015 the global number of cars sold is expected to grow by 4,2% Global car industry by region Comments • Asia remains an automobile manufacturing and consumption hub, with strongholds in China and Japan, yet Japan reported a decline in production for 2013 • Growth in Europe is far behind recent developments in the US, especially due to:  Negative growth rates in Eastern Europe  Only moderate growth in Western Europe due to the euro crisis  Very strong recovery in the US market INDUSTRY ANALYSIS Source: Statista (2015) 17,1 18.33 19.38 20.03 11,8 11,6 12 12.5 4.14 4.08 3.8 3.65 27.25 29.98 31.69 33.75 4.72 4.75 4.15 4.09 2012 2013 2014 2015 Number of cars sold per region (m units) North America Western Europe Eastern Europe Asia South America CAGR -5,0% +7,0% -4,0% +2,0% +5,0%
  • 12. 12 The automotive supplier market The car component market is expected to grow substantially until 2020, with a market value of around €560bn in 2012 to approximately €710bn in 2020 Note: Chassis also including Driver assistance systems Source: Roland Berger (2013) – Global Automotive Supplier Study 2013 INDUSTRY ANALYSIS Component market value by domain Component market value by region 150 183 139 167 83 107 186 252 2012 2020 Market value (in € bn) Exterior Interior Chassis Powertrain 70 106 89 151 109 103 140 165 150 184 2012 2020 Market value (in € bn) ROW China Japan/Korea NAM Europe CAGR +2,6% +2,0% -0,7% +6,8% +5,3% CAGR +3,8% +3,2% +2,3% +2,5% +3,0% +3,0%
  • 13. 13 The automotive supplier market The global Top 15 automotive suppliers in 2013 Note: J = Japan; K = Korea Source: Statista (2014) INDUSTRY ANALYSIS Biggest automotive suppliers, based on 2013 revenue (in b$) 44,6 42.4 38.4 34.5 34.0 32.1 28.9 28.0 26.2 24.9 23.7 19.9 17.5 16.7 16.5 The ranking includes:  Three German manufacturers: Continental, Bosch and ZF Friedrichshafen  Four US manufacturers: Johnson Controls, Goodyear, TRW and Delhpi Geographic focus In 2014 ZF Friedrichshafen acquired TRW  After the completion of the acquisition, ZF and TRW will have a combined revenue of above $40b  As a facilitator for the deal, Bosch previously acquired the steering systems unit from ZF M&A Activity With revenues of approximately $7,4b, Visteon is among the Top35 car suppliers
  • 14. 14 The automotive supplier market In the last 5 years, suppliers consistently outperformed their customers (OEMs), with the exception of 2011; this profitability gap is expected to remain constant going forward Source: Roland Berger (2014) – Global Automotive Supplier Study 2014 INDUSTRY ANALYSIS 3,2% 5.3% 5.1% 6.0% 6.0% 5.7% 6.5% 2.1% 1.8% 7.0% 6.5% 6.9% 7.2% 7.5% 3.6% 5.1% 5.4% 5.8% 4.7% 4.9% 5.8% 2.3% -0.9% 5.5% 6.7% 4.9% 5.3% 6.0% 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Suppliers Car OEM EBIT margin (in %) Profit margins of suppliers are expected to stay at a high level, however profits are anticipated to be be lower than the record margins during the past five years, due to:  Lower growth rates in the global supplier industry expected going forward  Increased cost reduction programs of OEMs, causing discrepancies between in supplier-OEM relationships Supplier profitability
  • 15. 15 Financial performance Financial performance of car suppliers varies strongly, relying on product type, geographic footprint, company size and business model Source: Roland Berger (2014) – Global Automotive Supplier Study 2014 INDUSTRY ANALYSIS • Automotive suppliers focused on tires and powertrains achieve the highest profit margins • Margins of interior and electronics/infotainment suppliers remain below the overall average of 7,2% Product type • North American suppliers strongly increased their financial performance • European firms are close to average, but expected to gain momentum going forward • China remains with the highest margins, yet it faces high pressure through increased competition, other Asian players are widely lagging behind Region • Very small and mid sized automotive suppliers perform have lower EBIT margins, compared to other groups • Suppliers, with revenues above €10bn as well as lower midsized suppliers achieve the highest levels in terms of EBIT margin Company size • Product innovators on average achieve higher margins, since OEMs have a higher willingness to pay for innovative products, entry barriers of intellectual property and a rather consolidated market structure • The process business is rather fragmented and faces stronger price competition Business model
  • 16. 16 9% 7.7% 7.0% 6.6% 6.5% 11.7% 1.9% 4.5% 0.4% 14.6% China NAM Europe Japan Korea EBIT Margin in % Revenue CAGR (07-13) 9,0% 8.0% 7.0% 7.0% 6.0% 6.0% 3.0% 4.0% 7.0% 2.0% 3.0% 2.0% EBIT Margin in % Revenue CAGR (07-13) The automotive supplier market Suppliers that focus on tires and powertrain products on average achieve the highest margins; Chinese suppliers are the most profitable ones, but face strong competition Note: Profitability, based on the EBIT margin in 2013; NAM = North America, including U.S, Canada and MExico Source: Roland Berger (2014) – Global Automotive Supplier Study 2014 INDUSTRY ANALYSIS Profitability by product type Profitability by region • Tire firms remain at the top, mainly due to strong aftermarket business • Exterior suppliers benefited because of a growing trend of lightweight focus • The interior sector struggles because of a high commoditization pressure • Suppliers based in China with highest margin, but levels are declining due to intensive competition • NAM suppliers are still reaping from restructuring measures, realized during the financial crisis • European firms benefit from technology leadership and an advantageous customer mix
  • 17. 17 9% 6.4% 4.3% 3.2% Product innovators Process specialists EBIT Margin in % Revenue CAGR (07-13) The automotive supplier market Very large and medium mid-size suppliers are the most profitable ones; product innovators on average outperform process specialists Source: Roland Berger (2014) – Global Automotive Supplier Study 2014 INDUSTRY ANALYSIS Profitability by company size Profitability by business model • Increased scale was very important, in terms of cost advantages • Very large suppliers strongly benefit from the globalization and customers all around the world • Even though large midsize suppliers perform relatively weak, margins are expected to increase going forward • Product innovators have a business model based on products that are differentiated products, mostly including a technological advantage • Process specialists are focused on process expertise, whereas their products are less differentiated 9,0% 7.6% 7.6% 6.4% 6.6% 7.9% 3.8% 5.2% 3.9% 3.0% 4.8% 3.2% < 0,5 0,5 - 0,1 1,0 - 2,5 2,5 - 5 5,0 - 10 > 10 EBIT Margin in % Revenue CAGR (07-13)
  • 18. 18 Industry trends Not all sectors are expected to grow at the same pace, cars with network solutions are on the rise and expected to Source: McKinsey (2013) – The road to 2020 and beyond: What’s driving the global automotive industry INDUSTRY ANALYSIS Installed car base Connectivity 1,05 1.09 1.13 1.18 1.22 1.27 1.32 8% 10% 12% 14% 17% 19% 22% 2014 15 16 17 18 19 20 Traditional cars Cars with network solutions +4,0% CAGR +18,0% CAGR Global installed car base (billion units) • The installed base of cars with network solutions is expected to grow about 4 times faster than the installed base of traditional cars • Similar to phones, cars are becoming smart going forward, through active safety features and various types of information features • Thereby connectivity is becoming increasingly important • The number of networked cars is expected to rise by 18% per year until 2020  About 50% of these cars are expected to be in the premium segment  The value to mid-priced cars segments will also install more network solutions going forward
  • 19. 19 Industry trends Growing consolidation pressure for automotive suppliers leading to an increased number of deals, besides American suppliers are increasingly attractive targets Note: Second half of 2014 forecasted Source: PWC (2014) – Consolidation in the Global Automotive Supply Industry 2014 INDUSTRY ANALYSIS 9% 35 12 20 4 10 11 12 15 262 275 214 189 278 303 243 186 211 100 150 200 250 300 350 2006 2007 2008 2009 2010 2011 2012 2013 2014 Deal value Number of deals Growing M&A Activity Who is buying/bought • M&A activity of automotive suppliers was picking up in 2014, and expected to gain momentum going forward • Especially the number of deals is picking up and for the first time growing since 2011 • However, the average deal values remains at a low level, even slightly lower than in 2013 30% 32% 8% 5% 25% Europe NAM Japan Cina ROW 36% 31% 3% 6% 24% Component supplier M&A activity (value in $ bn) HQ of Acquirer company (2014) HQ of Target company (2014) • Europe and NAM (North America) are the most active M&A markets, both form the acquirer perspective and the target perspective • European suppliers remain the main target of acquisitions, however US suppliers experienced a strong increase, rising from around 20% of all targets in 2013 to above 30% in 2014
  • 20. 20 Five Forces Analysis Competitive pressures in the automotive supplier industry, mostly affected by bargaining power of car OEMs and technological innovation Source: Company websites, Annual reports INDUSTRY ANALYSIS Supplier power Compet. Rivalry Custome r power Threat of new entrants Threat of substi- tutes Threat of new entrants • Given the growing importance of technology in the auto industry, the threat of new entrants is growing due to the rapid evolution in the technology field. However, the quantity and terms of delivery of OEMs limit the ability of small suppliers to gain the business of most large OEMs. Bargaining power of buyers • Bargining power of buyers, or OEMs, has traditionally been high in the auto supplier industry. OEMs have the threat of backward integration and often use that threat. This keeps margins in the industry realitivly low.They also demand very high quality inputs. Buyer power can sometimes be held in check by their lack of infomation. Threat of substitutes • For differentiated products and high-tech applications, there are very large, emmerging substitutes from auto suppliers and tech companies. There are also threats of substitutes from emerging market companies. For the thermal energy management components, the threat of substitues is lower because the products are less differentiated and Visteon is a low- cost leader. Bargaining power of suppliers • Supplier power is usually low because of the commodity like nature of the supplies. However, some suppliers provide crucial components that can effect quality. Also, this industry is characterized by high labor unionzation and workers can have a significant amount of power.
  • 21. 21 Agenda • Executive Summary • Economic/M&A environment • Industry analysis • Company profile – Continental • Company profile – Visteon • Strategic implications • Valuation • Due Diligence • Merged entity & integration
  • 22. 22 Company overview Continental is with globally 190.000 employers, 200 locations in 53 countries regarded as the world’s largest automotive supplier Source: Company website; Annual report COMPANY PROFILE - CONTINENTAL Company overview Financial overview Key facts  Continental was founded in 1871 in Germany and today is headquartered in Hanover, Germany  The company is divided into two separate groups, the automotive and the rubber group, whereas this proposal mainly focuses on the Automotive group  The rubber group is divided into a Tires and ContiTech division and employs about 74.250 people  Approximately 103.217 people work for the automotive group, which is divided into a Chassis & Safety, a Powertrain and an Interior division Management team and board • Dr Elmar Degenhart Chairman Executive Board • José A. Avila Executive VP & CFO • Dr. Ralf Cramer President and CEO China • Frank Jourdan Chassis & Safety Division • Wolfgang Schäfer Finance, Controlling, Compliance, Law, and IT Key financials In $m 2012 2013 2014 2015 Sales 42.095 44.274 45.840 41.653 Growth -0,9% 5,2% 3,5% -9,13% EBIT 4.112 4.363 4.540 4.663 Margin 9,77% 9,86% 9,90% 11,2% CAPEX 2.594 2.631 2.717 2.332 Depr. 2.290 2.432 2.376 1.890 • Market cap: $46.271m • Shares outstanding: 200m • EPS: $13,90 • P/E: $19,47 Stock performance
  • 23. 23 Product overview Continental’s automotive group is divided into a chassis & safety division, a powertrain division and the interior division; the rubber group is out of scope for the proposed deal Source: Company website COMPANY PROFILE - CONTINENTAL Interior The Chassis & Safety Division is divided into four Business Units: Vehicle Dynamics, Hydraulic Brake Systems, Passive Safety & Sensors and Advanced Driver Assistance Systems. In this division, Continental creates, develop and improves all the products involved in chassis’ construction. Safety is a priority for Continental. They’re constantly developing new ways to protect the passengers. Chassis & Safety The Powertrain Division integrates innovative and efficient powertrain system solutions from today and tomorrow for vehicles of all categories. Continental’s products do not only make driving more environmentally friendly, they also enhance comfort and driving pleasure. Starting with the concept of Clean Power, Continental offers our customers a comprehensive product portfolio. Powertrain ContiTech is a leading specialist for rubber and plastics technology. Continental develops and produce functional parts, components and systems for the automotive industry and other important industries. ContiTech Continental is the second largest seller of tires in the World. With more than 140 years of history in this segment, this branch of the company is of extreme importance. Safety allied with innovation allow Continental to keep its growth trajectory and to be always one step ahead of its competitors. Tires’ division is divided in: car tires, SUV/4x4 Tires and Van Tires. Tires The Interior division bundles together the full array of activities dealing with information management in vehicles – i.e. the presentation, exchange and administration of information.
  • 24. 24 Capital structure Continental is 79% equity financed, whereas the Schaeffler Group holds 46% of the shares outstanding Source: Company website; Bloomberg COMPANY PROFILE - CONTINENTAL Shareholder’s Equity 79% Liabilities 21% Capital structure Shareholders TOP 5 Investors 1) Schaeffler Group 46,0% 2) Blackrock 4,49% 3) Dekabank Deutsche 3,01% 4) GIC Private Limited 2,90% 5) Deutsche Bank 1,90% 920 903 498 1931 2300 3000 Secured Loans Secured Bonds Commercial Paper Senior Unsecured Loans Senior Unsecured Bonds Liabilities (in $m) Amount Available Amount Outstanding 57% 36.32% 5.22% Ownership structure in % Other Investment Advisor Government Pension Fund Insurance Companies
  • 25. 25 Financial performance Source: Company website; Bloomberg COMPANY PROFILE - CONTINENTAL By region By product Continental generates more than 50% of total sales in Europe, which implies a high dependence on region where growth is relatively low Sales by category in 2013Sales by geography in 2013 28% 11% 22% 19% 20% Tires ContiTech Chassis & Safety Powertrain Interior 23,8%21,8% 29,8% 19,3% • More than 50% of Continental’s sales are generated in Europe, almost 24% represent the sales in Germany • Continental share of sales is lower in higher growth markets, as Asia and North America • The rubber group, namely Tires and ContiTech account for approximately 40% of Continental’s sales • Moreover, the automotive group, initially not Conti’s core, in 2013 accounts for more than 60% of sales
  • 26. 26 Agenda • Executive Summary • Economic/M&A environment • Industry analysis • Company profile – Continental • Company profile – Visteon • Strategic implications • Valuation • Due Diligence • Merged entity & integration
  • 27. 27 Company overview Visteon is a leading automotive supplier, that designs and manufacturers parts and solutions for the automotive industry in 28 different countries across the globe Note: Visteon Corp. said Monday (16.03.2015) that Chief Executive Timothy Leuliette would leave the company by the end of the year Company website; annual report; Wall Street Journal COMPANY PROFILE - VISTEON Company overview Financial overview Key facts  Visteon Corporation is a US-based global automotive parts supplier  The Company was founded on June 28, 2000 after a spin- off from it’s mother company Ford  Visteon was thereafter able to sustain a close relationship to Ford, which is still one of it’s major customers  Currently more than 24.000 people are employed for Visteon worldwide  The company Is headquartered in Van Buren Township, Michigan, United States  Key products include thermal energy management modules and systems and cockpit electronics Management team and board • Timothy D. Leuliette President & CEO1 • Jeffrey M. Stafeil Executive VP & CFO • Martin Thall President, Electronics Product • Michael J. Widgren Senior VP & CAO • Peter M. Ziparo VP & General Counsel • Yong Hwan Park President & CEO of HVVC Key financials In $m 2012 2013 2014 2015 Sales 6.857 7.439 7.509 4.600 Growth -8,96% 8,49% 0,94% -38,7% EBIT 141 278 365 254 Margin 2,06% 3,74% 4,86% 5,53% CAPEX 229 269 5 340 138 Depr. 259 262 270 199 • Market cap: $4.342mm • EPS: $3,10 • P/E: $31,51 Stock performance
  • 28. 28 Product overview Visteon’s main product focus is on cockpit electronics and thermal climate systems and components; the interiors segment is comparably small, as the majority of this segment was recently divested Note: 1 Visteon is considering spinning off the interiors unit Source: Company website COMPANY PROFILE - VISTEON User Interfaces combining superior graphics display performance with touch, voice, sound and haptic technologies to deliver human-machine interaction (HMI). Connectivity that entertains and informs through smartphone integration, media access and reproduction technologies and wireless data connections. Open Architectures including selected and architectural elements that enable effective ecosystem participation. Cockpit Electronics Climate Systems are fully integrated heating, ventilation and air conditioning (“HVAC”) systems. Products contained in this area include: evaporators, condensers, heater cores, climate controls, compressors, air handling cases and fluid transport systems. Powertrain Cooling Systems provide cooling and thermal management for the vehicle’s engine and transmission, as well as for batteries and power electronics on hybrid and electric vehicles. Products include: radiators, oil coolers, charge air coolers, exhaust gas coolers, battery and power electronics coolers and systems and fluid transport systems. Thermal Climate Designing, developing and manufacturing modular interior systems, mainly instrument panels, door and trim panels, cockpit modules and floor consoleInteriors1
  • 29. 29 Capital structure Visteon is 77% equity financed, whereas most of the investors are institutional Source: Annual reports, Bloomberg COMPANY PROFILE - VISTEON 597 128 15 69 200 First Lien Loans Secured Loans Municipal Loans Non disclosed Liabilities (in $m) Amount Available Amount Outstanding Shareholder’s Equity 77% Liabilities 23% Capital structure Shareholders Mutual/Hedge Funds, 40% Investment Advisor, 55% Ownership Structure Government Pension Fund Mutual Funds and Hedge Funds Bank Private Equity Investment Advisor TOP 5 Investors 1) Standard Life Investments Ltd 8,05% 2) Vanguard Group, Inc (The) 6,54% 3) Solus Alternative Asset Management , LP 4,69% 4) Morgan Stanley 4,21% 5) Iridian Asset Management LLC 3,47%
  • 30. 30 28% 67% 2% Electronics Climate Other Financial performance Source: Company website, Bloomberg COMPANY PROFILE - VISTEON By region By product 18,9% 5,1% 46% 30,1% Asia remains as Visteon’s strongest revenue generating area, climate is still the top selling segment, whereas electronics is expected to significantly increase going forward Sales by category in 2013Sales by geography in 2013 • Almost 50% of Visteon’s sales are generated in Asia, Europe and North America account for almost the other 50% of sales in 2013 • Sales in the climate segment account for 67% of total sales • The electronics segment accounts for 28% at the moment, which is expected to increase, due to Visteon’s technology advantage in that segment
  • 31. 31 Competitors Visteon is facing different kinds of competitors, dependent on the market segment as well as diversified firms, that cover a wide range of segments Source: Company website COMPANY PROFILE - VISTEON Thermal Energy Management Electronics Diversified Germany competitor in thermal management, well positioned in the European market. • 2013 Sales: 7,31 B$ Mahle Group A French based supplier of interiors and emmisions control systems. • 2013 Sales: 19,95 B$ Faresia SA Japanese supplier of air conditioning units for automotive and commercial applications. • 2013 Sales: 2,26 B$ Sanden Corp A Canadian supplier, well positioned in America, expanding through bolt-on acquisitions into the electronics business • 2013 Sales: 32.42 B$ Magna Inter- national Diversified, Japanese electronics company competing with Visteon in the electronics industry. • 2013 Sales: 4.104 B$ Pioneer Corp. Japanese based supplier well positioned for the low-cost oriented OEMs. • 2013 Sales: 7.569 B$ Calsomi c Kansei U.S. based supplier well positioned in the U.S. market (GM) and investing heavily in R&D • 2013 Sales: 17.02 B$ Delphi Automo- tive Robert Bosch GmbH Valeo SA ZF Friedrichshafen Others
  • 32. 32 Relative performance Comparing the R&D spending and employee efficiency of Visteon with some of their closest competitors Note: R&D spending and sales per employee for 2013 Source: Company website; Annual report COMPANY PROFILE - VISTEON R&D Spending Employee efficiency Comparing R&D spending on a percentage of sales, Visteon is near the average for this small peer group. There is more room for Visteon to expand its R&D spending if they want to capitalize on the growth of autonomous vehicles and the luxury market in Germany. Comparing sales per employee, Visteon is one of the best performing, most efficient companies in this peer group. Visteon has taken appropriate restructuring steps as part of its business plan. It has also chosen to focus on higher margin products.
  • 33. 33 Agenda • Executive Summary • Economic/M&A environment • Industry analysis • Company profile – Continental • Company profile – Visteon • Strategic implications • Valuation • Due Diligence • Merged entity & integration
  • 34. 34 Deal rationales The main strategic rationales for the acquisition of Visteon are the following in declining order Source: Company website; Annual report STRATEGIC IMPLICATIONS • Visteon is a leader in climate control, vehicle detection and "The Connected Car“ • This will cause a boost in Continental’s Technological segment and diversify their segments in the auto-parts industry R&D • Continental would moreover benefit through having access to new products and key customers, e.g. KIA and Ford • This will improve further deals in the other Continental’s segments, e.g. tires. It can be seen as potential source of business development Product/ Market expansion • General industry consolidation; Visteon was restructuring in 2014 • Increasing pressure to keep up with competitors, e.g. ZF Friedrichshafen bought TRW Automotive a few months ago Over-capacity/Com- petition • Visteon has a large presence in Asia and America, this will increase Continental’s presence in the Asian and American marketGeographic roll up
  • 35. 35 Geographic fit Visteon has a strong manufacturing and customer presence in NAM and Asia, it’s rather weak position in Europe can be complemented by Continental’s strong presence there Note: Visteon climate excluding Halla Visteon Climate Control; 1 Only Customer Centers Source: Company websites STRATEGIC IMPLICATIONS Visteon manufacturing footprint Strategic implications North America • Limited overlap in manufacturing plants, however high potential to combine sales and service facilities • Possibility to have exclusive access to existing Visteon customers in the United States and possibility to cross- sell products to existing American customers Europe • Visteon would benefit from Continental’s very strong manufacturing and service present in Europe • Moreover Visteon’s existing customer service centers in France and Germany could be closed • Possibility to cross-sell Visteon’s products to existing European customers Asia • Due to the increasing competitiveness of the Asian market, strong potential to consolidate manufacturing sites, especially in China • Moreover possibility of benefitting from Visteon’s strong customer base South America • Both companies with strongholds in Brazil, especially in the interior segment Manufacturing and Technical Centers • Climate: Argentina, Brazil, Portugal and South Africa • Electronics: Brazil, China, India, Indonesia, Japan, Mexico, Portugal, Russia, South Korea, Thailand, United Kingdom, United States, (Germany and France)1 • Interiors: Argentina, Brazil and Thailand
  • 36. 36 R&D Consolidation Estimated impact of combining both R&D capacities Source: Company websites; Annual reports Strategic Implications Development of HUD (heads up displays) for surround views and autonomus driving Networking and information specifically the partnership Visteon has with Verizon Wireless Leveraging thermal energy technology to imporve efficency and battery life Specific R&D Synergies VISTEON TOTAL R&D • $446m (2014) • $325m (2013) • $299m (2012) CONTINENTAL TOTAL R&D • $1,99bn (2013) • $1,83bn (2012) COMBINED TOTAL R&D ESTIMATE: • $2,50bn 2013 comparison: = $1,3bn = $336m = $2,1bn
  • 37. 37 Measure/ Source Expected effect 2016 2017 2018 2019 2020 Cross-selling Continental's product line through expansion and leveraging Visteon's existing customer base in Asia 0,50% 1,35% 1,75% 2,50% 2,50% Cross-selling Continental's product line through expansion and leveraging Visteon's existing customer base in North America 0,20% 0,40% 0,60% 0,90% 1,00% Cross-selling Visteon’s climate and thermal management systems to Continental's customers 0,50% 0,50% 0,75% 0,75% 0,50% Cross-selling Visteon’s vehicle cockpit electronics, connected car solutions and battery technology line to Continental's customer base 0,20% 0,00% 0,90% 1,10% 1,50% Combine R&D to find new product solutions and be faster to the market 0,00% 1,00% 0,35% 0,50% 0,50% Total 1,40% 3,25% 4,35% 5,75% 6,00% Synergies – sales growth The following synergies were considered for the growth in revenue STRATEGIC IMPLICATIONS Source: Annual reports
  • 38. 38 Measure/ Source Expected effect 2016 2017 2018 2019 2020 Base case margin 15,15% 15,36% 15,37% 15,48% 15,49% Reduction in overhead costs from combined HR, payroll, accounting systems -0,50% 0,20% 0,60% 0,65% 0,20% Utilize existing Visteon infrastructure including manufacturing plants and corporate offices 0,00% 0,10% 0,30% 0,40% 0,30% Greater pricing power due to increased economies of scale 0,00% 0,30% 0,30% 0,35% 0,30% Lower COGS as a result of better bargaining power with suppliers 0,00% 0,30% 0,35% 0,40% 0,20% Total change in margin -0,50% 0,90% 1,55% 1,80% 1,00% New margin including synergies 14,65% 16,26% 16,92% 17,28% 16,49% Synergies – Profit margin The following synergies were considered for improvements in the EBITDA margin STRATEGIC IMPLICATIONS Source: Annual reports
  • 39. 39 Measure/ Source Expected effect 2016 2017 2018 2019 2020 Lower taxes, because of tax benefits: tax synergy • Potential for tax benefits through optimal transfer pricing Lower Net working Capital needs • Reduce net working capital by lowering A/R from customers, A/P from vendors and sharing best practices to decrease inventory Higher debt ratio because of lower risk: debt capacity • Increase amount of debt capitalization possible than a standalone Visteon • Lower WACC leading to more investment opportunities Other synergies Since the impact of some of the other synergies is hard to estimate, some of them were not considered in the valuation STRATEGIC IMPLICATIONS Note: This was a comment on synergies within the automotive supplier industry from a 2014 ZF Friedrichshafen press release about their merger with TRW Automotive Source: Annual reports • Since the impact of tax synergies and decreased relatively lower NWC needs are very hard to compute, they are not included in the valuations • However, as seen in the sensitivity analysis, they can have a huge impact. Therefore these factors should be further analyzed in the Due Diligence stage
  • 40. 40 Opportunity Costs STRATEGIC IMPLICATIONS Opportunity costs There are alternatives to Visteon’s acquisition, the most reasonable would be a strategic alliance between Visteon and Continental Best Alternative to the acquisition: Strategic Alliance Pros Cons • Lower level risk • Test to the acquisition • Reduction of disynergies in a case of an acquisition • Lower level of responsibilities • Competitors may go to similar acquisitions first, inspired by the alliance • The reasons for the strategic alliance come from the fact that the major part of the synergies derive from the increase in sales and the decrease in COGS. • This cross-selling may be acquired from an alliance, and if so, Continental may be able to get the same increase in profits as with Visteon’s acquisition.
  • 41. 41 SWOT Analysis Combining Continental and Visteon has many different positive effects, but also comes with a few drawbacks and risks Source: Company websites STRATEGIC IMPLICATIONS SWOT analysis SWOT (ctnd.) Strength Opportuniti es Weaknes s Threats InternalExternal Weaknesses • Potentially bureaucratic organizational structure with cultural differences • Highly diversified company could loose focus and market share in specific end-industries Opportunities • Capitalize on Visteon’s strengths in connected cars and thermal energy management, both growth industries • Look for opportunities to enhance capital structure, optimize working capital, and utilize tax shields • Expand sales of Continental’s products to Visteon’s customers Threats • Dependent on Global OEM market for almost all demand, a drop in one OEM’s production could lead to major problems • Backwards integration by OEM’s could also negatively effect demand • Competitors entering the thermal energy management or connected car industry could negatively affect profitability Strengths • Leveraging sales knowledge and growth from Visteon’s presence in North America and Asia to increase growth rate • Combine R&D, best practices, to bring better products to the market and increase margins • Very diversified product offering and close to a “one- stop-shop” for car OEMs
  • 42. 42 Strategic Partnerships STRATEGIC IMPLICATIONS Source: Company websites Partnership with Verizon Wireless (4G LTE) • The largest wireless carrier in The U.S. to develop “firmware over the air” (FOTA) • First technology that allows vehicle manufacturers to communicate and update embedded automotive technology 70% Ownership in Halla Visteon Climate Control Corp. • Leader in climate control and thermal energy management, crucial technologies for gas, diesel, and electric cars • Well positioned in high growth markets, new plant in India Partnership with 3M • Designing specialty materials for vehicle cockpits to increase ecstatic appeal, acoustics, and functionality • Designing electronic solutions for cockpits like 3D displays and wireless charging for phones Continental will not only profit from integrating Visteon itself, but will moreover also profit from Visteon’s strategic partnerships
  • 43. 43 ZF’s TRW acquisition Implications can be drawn from another recent cross-border deal between a German and an American auto supplier – ZF Friedrichshafen acquiring TRW Note: 1 equivalent to 16,,8 bn Euro, exchange rate as of 10.03.2015 Source: Company websites STRATEGIC IMPLICATIONS ZF Friedrichshafen 16% premiu m TRW Automotive$105,6 per share Revenue (13): $18,2 bn1 Revenue (13): $17,4 bn Premium • $105.60 per share representing a 16% premium to TRW’s undisturbed price and a 15% premium to undisturbed all-time high price; equivalent to a multiples of 7.6x TRW’s previous 12-month adjusted EBITDA Valuation/Terms • TRW valued at 13.5 Billion Dollars, 77.5% of sales and $208,000 per employee (65,000 employees) • All-cash deal was financed by ZF Friedrichshafen’s cash on hand and debt financing by both Citigroup and Deutsche Implication • Similar to the Visteon-Continental deal, buying TRW allowed ZF to more than double its sales in the United States and China, two countries with high drivers for growth • The merger is still in the closing phases but it has dramatically increased the geographic scope, customer profile, and R&D capabilities of ZF Friedrichshafen, a major competitor to Continental and Visteon
  • 44. 44 Agenda • Executive Summary • Economic/M&A environment • Industry analysis • Company profile – Continental • Company profile – Visteon • Strategic implications • Valuation • Due Diligence • Merged entity & integration
  • 45. 45 Visteon - Sales and cost of capital VALUATION Source: Case information, Bloomberg The calculated WACC is 7,73% Sales forecast Cost of capital Values Observations Rf 2,24% US treas. 10Y β 1,16 Visteon levered beta MRP 5,69% Damodaran Value Re 8,64% CAPM  Average Beta Peer Group:  Re Peer Group: 1) Recalculation, based on Damodaran Ke = Rf + β * MRP forecastedhistorical Re = 8,64% reasonable after comparison with peer group RD = 3,98% WACC =7,73% 2) Comparison with peer group: β = 1,35 Re = 9,92% 0 1000 2000 3000 4000 5000 6000 7000 8000 9000 2011 2012 2013 2014 2015 Sales by region in $m Asia Europe North America South America Based on forecasted from Bloomberg platform
  • 46. 46 Visteon - Further assumptions VALUATION All assumptions are based on the peer group or approaches suggested by Damodaran Assumed the US tax rate for simplification purposes.35%Tax Rate 3,6% Depr./ Sales t-1 Average % of revenues t-1 in the previous years. 6,58% EBIT Margin Assumed to be constant after 2016. Peer group has a bigger margin, but we decided to be conservative. 3% CAPEX/ Sales Assumed to be 3% of revenues, average of the previous years. CAPEX has been very unstable. 5,1% ∆WC/ Sales t-1 Ratio of 5,1%, coming from the average the % of change in NWC to sales t-1 in previous years. 2011 2010 Previous business cycle Explicit period 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Source: Bloomberg
  • 47. 47 Visteon - DCF method (I) VALUATION The base case DCF-method results in an Enterprise Value of $4.532 million Source: Bloomberg
  • 48. 48 • The Terminal Value = $3.674m is computed by using the Gordon Growth model and discounted back to the PV with WACC:  Forecasted avg. FCFF16-20: $215m  Terminal growth rate (g): 3,3% (expected long term growth rate after 2020) 859 3.673 PV FCFF Explicit Period PV Terminal Value Visteon - DCF method (II) VALUATION The base case DCF-method results in an Enterprise Value of $4.532 million TV = Average(FCFF16-20 ) (WACC - g) Value composition Terminal value Terminal Value accounts for 81% of the total Enterprise Value Source: Bloomberg Value composition (in M$)
  • 49. 49 Visteon - Sensitivity analysis The sensitivity analysis reveals a smaller downside risk of -51% in comparison to an upside potential of 93% VALUATION +93% -51% Upside Scenario1 Parameter PROFIT MARGIN R&D is a main differentiator in this sector. SALES GROWTH Fluctuations in the Autoparts industry COST OF CAPITAL Changes in WACC possible but only with limited impact due to their Worlwide presence NPV: $ 8.417m NPV: $4.532m NPV: $2.222m EBITDA: -2,5% Growth Sales: -1,5% WACC: +1,0% EBITDA: +2,5% Growth Sales: +1,5% WACC: -1,0% Downside Scenario Source: Bloomberg
  • 50. 50 7.926 4.616 2500 3000 3500 4000 4500 5000 5500 6000 EV / Sales EV / EBITDA Visteon - Multiples VALUATION Only EV/EBITDA Multiples seem to be reasonable and in line with the DCF valuation Multiple valuation (in $m) Source: Bloomberg, Damodaran (Investment Valuation) EV/Sales • Less depended on different accounting systems • EV not reasonable, due to Visteon lower margins. Rationale EV/EBITDA • Similar to the DCF. • More reliable, once it is a proxy of CF ✔
  • 51. 51 Continental - Sales and Cost of Capital VALUATION Source: Bloomberg The calculated WACC is 7,75% Sales forecast Cost of capital Values Observations Rf 2,24% US treas. 10Y β 1,12 Continental lev. beta MRP 5,69% Damodaran Value Re 7,75% CAPM  Average Beta Peer Group:  Re Peer Group: 1) Recalculation, based on Damodaran Ke = Rf + β * MRP forecastedhistorical Re = 8,64% reasonable after comparison with peer group RD=3,4% WACC=7,75% 2) Comparison with peer group: β = 1,35 Re = 9,92% 0 10000 20000 30000 40000 50000 2011 2012 2013 2014 2015 Sales by region in $m Asia Europe North America Other Based on forecasted from Bloomberg platform
  • 52. 52 Continental - Further assumptions VALUATION All assumptions are based on the peer group or approaches suggested by Damodaran Assumed the US tax rate for simplification purposes.35%Tax Rate 15,89% Depr./ Sales t-1 Average % of revenues t-1 in the previous years. 6,58% EBIT Margin Assumed to be constant after 2016. Peer group has a bigger margin, but we decided to be conservative. 5,6% CAPEX/ Sales Assumed to be 5,6% of revenues, average of the previous years. CAPEX has been very unstable. 1,9% ∆WC/ Sales t-1 Ratio of 1,9%, coming from the average the % of change in NWC to sales t-1 in previous years 2011 2010 Previous business cycle Explicit period 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Source: Company website; Bloomberg
  • 53. 53 Continental - DCF method (I) VALUATION The base case DCF-method results in an Enterprise Value of $33.029 million Source: Bloomberg
  • 54. 54 • The Terminal Value = $27.061m is computed by using the Gordon Growth model and discounted back to the PV with WACC:  Forecasted avg. FCFF16-20: $1.502m  Terminal growth rate (g): 3,3% (expected long term growth rate after 2020) Continental - DCF method (II) VALUATION The base case DCF-method results in an Enterprise Value of $4.532 million TV = Average(FCFF16-20 ) (WACC - g) Value composition Terminal value Terminal Value accounts for 82,6% of the total Enterprise Value Source: Bloomberg 5.698 27.061 PV FCFF Explicit Period PV Terminal Value Value composition (in M$)
  • 55. 55 Valuation of synergies The main source of added value are revenue and cost synergies, as stated in the strategic implication part, however disynergies still have to be considered Source: Company website; Annual report VALUATION Synergies Disynergies -1,592.73 -507.66 -234.62 99.85 452.36 -2000 -1500 -1000 -500 0 500 1000 1500 2000 2016E 2017E 2018E 2019E 2020E Structure of synergies in the explicit period (m$) • Revenue  ST Synergies: Expansion and Leverage Visteon’s Customer base (1,40% in 2016 and 2,25% in 2017)  LT Synergies: Combined R&D and increase innovativeness leading to more products that are brought to the market • Cost  ST Synergies: Decrease in the number of employees  LT Synergies: Economies of Scale, Reduction in Production costs due to combined factories, Better bargaining power (0,20% starting in 2017) • Integration costs • Employees compensation • Advisor Fees • Lawyer Fees
  • 56. 56 Agenda • Executive Summary • Economic/M&A environment • Industry analysis • Company profile – Continental • Company profile – Visteon • Strategic implications • Valuation • Due Diligence • Merged entity & integration
  • 57. 57 Strategic Due Diligence •Market Trends •Business Unit Analysis •Strategic Fit •Post-merger Synergies Commercial Due Diligence •Industry Structure & Consolidation Trends •Competitive Analysis •Supplier Reaction and Opportunities •Customer Reaction and Opportunities •Business Plan analysis and assessment Operational Due Diligence •Analysis and Comparisons of Best Practices •Integration Compatibility •Indentify Key Areas of Improvement •Survey Foreign Operations and Subsidiaries to Ensure Proper Practices Cultural Due Diligence •Identify Key Value Adding Employees and Make Sure They’re On Board •Don’t Ignore Soft Issues That Could Jeopardize Synergies •Work With IT to Determine if New Systems Will Be Properly Utilized by Visteon Employees Financial Due Diligence •Full, Independent Audit of Financial Statements & Controls •Review of Management Forecasts •Understand and Control Deal Financing •Perform Detailed Valuation Accounting Due Diligence •Determine Visteon’s Accounting Practices •Understand Pension Liabilities •Consolidate Between U.S. GAAP and IFRS Legal Due Diligence •Understand Tax Liabilities and Opportunities for Tax Related Synergies •Determine Feasibility based upon Antitrust Laws •Understand Employment Laws, Union Rights, and Safety Standards •Overview of Corporate Structure and Ownership Key accounts The following topics should be covered in the due diligence stage, whereas the services of the respective firms should be considered Source: Company websites DUE DILIGENCE
  • 58. 58 Commercial Due Diligence The Commercial Due Diligence should among others, focus on the individual firm’s customer dependence and the implications of combining both firms Source: Company website; Annual reports DUE DILIGENCE Visteon Customer Dependence • Kia accounted for 36% of sales in 2014, 33% of sales in both 2013 and 2012 • Ford accounted for 27% of sales in 2014, 28% of sales in 2013, and 27% of sales in 2012. Continental Customer Dependence • Largely dependent on German luxury manufacturers • Daimler, Fiat, Ford, GM, and VW generate 45% of Continental’s sales in 2013 • Europe generates 54% of Continental's sales. Combine Customer Dependence • Large share of sales generated from Ford • Greater diversification into North American and Asian markets • Exposure to both middle market OEMs and High-end OEMS
  • 59. 59 Commercial Due Diligence The following risks can be inherited from acquiring Visteon and should be further analyzed in the commercial due diligence Source: Company website; Annual report DUE DILIGENCE ”Demand for the Company’s products is directly related to the automotive vehicle production of the Company’s major customers. Automotive sales and production can be affected by general economic or industry conditions, labor relations issues, fuel prices, regulatory requirements, government initiatives, trade agreements and other factors. Automotive industry conditions in North America and Europe have been and continue to be extremely challenging. In North America, the industry is characterized by significant overcapacity and fierce competition. In Europe, the market structure is more fragmented with significant overcapacity and declining sales. While Asia continues to grow, the rate of growth is expected to decline.” Visteon (2014) Discontinuation or failure of a particular vehicle model Risk’s from Customer’s Business: Work stoppages Escalating price pressure Decline in production levels of cars
  • 60. 60 Accounting GAAP vs. IFRS There are significant differences between the two firms accounting systems DUE DILIGENCE Development Costs Under U.S. GAAP, Visteon is not allowed to capitalize development costs, and strict guidelines exist particularly for software development Employee Benefits Expense Major differences in Pension cost fund gains and losses between IFRS and GAAP, careful analysis must be performed on Visteon’s pension liabilities and assets. Also, differences between accounting for stock compensation Contingencies Different thresholds for contingent liability recognition should be analyzed Impairment and Inventory IFRS and GAAP differ on their standards for asset impairment and write- downs. Also, GAAP permits LIFO inventory pricing, however, Visteon states in its financial statements that it uses FIFO, so this is not an issue. Currency Risk Continental will need to work with American financiers to determine how best to finance, in Dollars, the purchase. Continental may want to utilize foreign currency forward contracts or option's contract to lock in a specific Dollar value Revenue Recognition Under U.S. GAAP, industries have specific guidelines on how to record revenue, Visteon records revenue when price is determinable and collectability is reasonably assured
  • 61. 61 Agenda • Executive Summary • Economic/M&A environment • Industry analysis • Company profile – Continental • Company profile – Visteon • Strategic implications • Valuation • Due Diligence • Merged entity & integration
  • 62. 62 Merged Entity The minimum bid Continental should pay is $102,31 per share. The walk-away price is $147,46, which offers room for bargaining MERGED ENTITY & INTEGRATION 46,249 33,030 4,532 8,687 - 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 50,000 Total Continental Visteon Synergies •Visteon will fully become a part of Continental. •There will no longer exist Visteon after 2/3 years after the merger. •The Visteon will be fully paid in cash by Continental •The acquisition will only happen if all shareholders accept selling the shares to Continental •Minimum price for Visteon: $4.532mm ($ 102,31 per share) •Maximum price for Visteon: $6.532 mm ($ 147,46 per share) •Premium $2b •Visteon’s shares outstanding: 44,30 mm •The premium is significantly lower than the synergies, because the risk of the transaction is high. •Synergies are not always easy to put in place nor forecast. •Headquarters :Continental •~200.000 employees Added value of the Merged Entity (in $m) Minimum bid: $102,31 per share Maximum bid: $147,46 per share As shown before, Visteon has very few concentrated structure of shareholders. This poses a risk for the deal to go through and could prevent Continental to fully integrate Visteon, in case they could not acquire all shares. In order to take advantage of at least part of the synergies, Continental has to gain control and acquire at least 51% of the shares.
  • 63. 63 Integration issues The following issues should be considered during the integration stage, however many of these issues should already be tackled during the Due Diligence phase MERGED ENTITY & INTEGRATION  Cultural Integration: Much like Daimler’s acquisition of Chrysler, there can be major hurdles involved when merging a German auto company with a U.S. company. Specific attention needs to be paid to key strategic employees.  Combining IT & Accounting Systems: After the acquisition, one of the first synergies that can be achieved and savings can be realized is in the systems arena. This can’t be done though without a well planned and executed systems integration. This shouldn’t be done without the help of an experienced consultant.  Exploring Best Practices: Not only can Visteon benefit from some of Continental’s best practices, but Visteon may have some valuable best practices as well that Continental can utilize, especially in the area of high-tech R&D.  Communicating with Customers, Suppliers, and Partners: Continental needs to leverage Visteon’s customer in order to cross-sell Continental products and vice versa. Continental can gain bargaining power by determining the best suppliers to deal with. Finally, Visteon’s partnerships with 3M and Verizon should be leveraged to achieve additional synergies with Continental products.  Debt Servicing: Continental should continually look at opportunities to change their new capital structure with early repayment of debt if possible.  Restructuring: If necessary, Continental should look for opportunities to restructure operating and support activities and positions.
  • 64. Mergers & Acquisition Professor: António Borges de Assunção André Pedro (152414056) Ben Barteau (152114226) Catarina Carvalho (152414014) Daniel Hoene (152114206) Lisbon, 26th February 2015 We are looking forward to hearing your feedback to the proposed acquisition! André Pedro (152414056) Ben Barteau (152114226) Catarina Carvalho (152414014) Daniel Hoene (152114206)
  • 65. 65 Information base I Articles and papers • BCG (2014) – The 2014 M&A Report • Bloomberg (2014) – Global M&A Market Review Financial Rankings • Bloomberg (2015) • EY (2015) – Key trends that could see M&A scale new heights in 2015 • IMF (2015) – World Economic Outlook database • IMF (2014) – World Economic Outlook report • KPMG: 2015 M&A Outlook Survey Report • PWC (2014) – Consolidation in the Global Automotive Supply Industry 2014 • Roland Berger (2013) – Global Automotive Supplier Study 2013 • Roland Berger (2014) – Global Automotive Supplier Study 2014
  • 66. 66 Information base II Internet sources • http://www.statista.com/statistics/262747/worldwide-automobile-production-since-2000/ • http://www.statista.com/statistics/269618/size-of-the-automotive-supplier-market-worldwide-since-1985/ • http://www.dealogic.com/media/market-insights/ma-statshot/ • http://www.bakermckenzie.com/goingglobal/ • https://www.bcgperspectives.com/content/articles/mergers_acquisitions_divestitures_2014_m_a_report/ • http://www.ey.com/GL/en/Newsroom/News-releases/news-ey-trends-that-could-see-mergers-and-acquisitions-scale-new- heights-in-2015 • http://www.statista.com/statistics/199703/10-leading-global-automotive-original-equipment-suppliers/ • http://www.statista.com/statistics/200005/international-car-sales-by-region-since-1990/ • http://globenewswire.com/news-release/2015/02/03/702386/10118319/en/Global-Automotive-Industry-Key-Sub-sectors- Study-by-Persistence-Market-Research.html • http://www.wsj.com/articles/visteon-ceo-timothy-leuliette-to-step-down-1426509950 • http://bloomberg.com