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Focus on digital portfolio
PubliGroupe sells Publicitas to Aurelius
Zurich, 2 April 2014
2
Overview presentation order
Agenda item Presenter
Overview and key facts of transaction Hans-Peter Rohner
Chairman of th...
3
!  Sale of Publicitas to Aurelius, a publicly listed company traded on the
Munich stock exchange
!  PubliGroupe with no ...
4
Starting point for strategy evaluation
Aurelius better owner for Publicitas in current situation
•  Board of Directors o...
5
Transaction overview
Expeditious sales process
* Depending on clearance of competition authorities
•  Sale of Publicitas...
6
Separation process
Spin-off through sale of Publicitas to Aurelius
Current structure Structure post separation
Sharehold...
7
Background Aurelius
•  AURELIUS is a listed German investment group with offices in Munich and
London, operating through...
8|
THE BUSINESS
MODEL
ACQUISITION, OPERATIONAL DEVELOPMENT AND DISPOSAL OF COMPANIES WHICH ARE IN A
SPECIAL SITUATION
!  R...
9|
PORTFOLIO COMPANIES
PORTFOLIO
(I)
The investment portfolio of AURELIUS Group currently comprises 17 companies and sever...
| 10
PORTFOLIO
(II)
PORTFOLIO COMPANIES
The investment portfolio of AURELIUS Group currently comprises 17 companies and se...
11|
MANAGEMENT
TEAM
Gert Purkert, Dr. Dirk Markus, Donatus Albrecht
Donatus Albrecht
! M&A experts
! Corporate Finance
Dr....
12|
KEY
FIGURES
2009 – 2013
(in EURm)
2009 2010 2011 2012 2013
Group Revenues 902.3 935.5 1,262.6 1,378.1 1,525.2
EBITDA (...
13
PubliGroupe going forward
Arndt C. Groth, CEO
14
PubliGroupe strategic focus going forward
Capitalising on key market trends
"  Internet ads growing at double digit rat...
15
2012 2013 2014 2015 2016 2017
Universal Connectivity
Intelligent Automation
Performance Driven
Global marketing network...
16
PG aims to take a European leadership position
Focus on digital business portfolio
Brand
2
Consumer
Engagement
Value-ad...
17
Buyers Sellers
Advertiser
Technology
Media Owner
Technology
Smart
Data
Ad Trading
Ad Technology
Ad Intelligence
PubliGr...
18
"  Leaner and now focused group able to
pursue consistent growth strategy and
embrace key trends (RTA, mobile, social)
...
19
Transformation to digital company with mix of established and fast-
growing companies; >80% share of digital products a...
20
Conclusion by the
Chairman
Hans-Peter Rohner
Chairman of the Board
21
!  Aurelius is acquiring Publicitas with all its 39 affiliated companies in
Switzerland and abroad as well as the 49% s...
22
!  Clear PubliGroupe strategy oriented to participations in the area of digital
advertising trading and processing stra...
23
Q&A
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Presentation publigroupe sale publicitas aurelius

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Publigroupe sells Publicitas

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Transcript of "Presentation publigroupe sale publicitas aurelius"

  1. 1. 1 Focus on digital portfolio PubliGroupe sells Publicitas to Aurelius Zurich, 2 April 2014
  2. 2. 2 Overview presentation order Agenda item Presenter Overview and key facts of transaction Hans-Peter Rohner Chairman of the Board of Directors PubliGroupe Donatus Albrecht, Managing Director M&A Aurelius 1 PubliGroupe going forward Arndt C. Groth CEO PubliGroupe 2 Conclusion by the Chairman3 Hans-Peter Rohner Q&A4
  3. 3. 3 !  Sale of Publicitas to Aurelius, a publicly listed company traded on the Munich stock exchange !  PubliGroupe with no further financial obligations towards Publicitas apart from customary guarantees !  Sales price in the low double-digit million CHF range; one-time write-off of CHF 30-40 million; solid Group equity base maintained !  Under new structure >80% of PubliGroupe revenue with digital products and services !  Annual General Meeting of 29 April 2014 to approve transaction by adopting a change of purpose of PubliGroupe Ltd.; closing expected in Q2 2014 Executive summary Sale of Publicitas as decisive step in transformation of PubliGroupe
  4. 4. 4 Starting point for strategy evaluation Aurelius better owner for Publicitas in current situation •  Board of Directors of PubliGroupe made thorough evaluation of the strategic options for Publicitas in 2013 – together with Group CEO and new CEO of Publicitas •  Result of strategy evaluation: sale of Publicitas best solution. •  Publicitas has a concise, strategic plan that it can develop under new, long-term minded owner •  Aurelius is acquiring Publicitas with all its 39 affiliated companies in Switzerland and abroad as well as the 49% share of xentive SA, taking on the some 860 employees and assuming all contractual obligations, in particular vis-à-vis media providers, advertisers and agencies •  New owner confident about future and potential of Publicitas and the management team under its CEO Alain D. Bandle •  Aurelius will fully support the strategy in implementation since August 2013 and continue to invest in its future development of the company
  5. 5. 5 Transaction overview Expeditious sales process * Depending on clearance of competition authorities •  Sale of Publicitas and related affiliates (i.e. 39 companies in Switzerland and abroad) to Aurelius •  AGM approval required to change company purpose, changing the scope of activities of the Group Transaction structure •  Signing of transaction 1 April 2014 •  Annual General Meeting of PubliGroupe 29 April 2014 to approve change of purpose •  Expected closing of transaction* 2nd Q. 2014 Expected timetable
  6. 6. 6 Separation process Spin-off through sale of Publicitas to Aurelius Current structure Structure post separation ShareholdersShareholders SIX listed 100% SIX listed 100% Aurelius SIX listed 100%
  7. 7. 7 Background Aurelius •  AURELIUS is a listed German investment group with offices in Munich and London, operating throughout Europe with 17 portfolio companies belonging to the Group, among them Connectis AG and other, smaller assets in Switzerland •  The holding company with its 75 employees has a long-time investment horizon, focusing on companies with development potential through operational engagement •  In 2013 AURELIUS increased the Group revenue by 11% to EUR 1’525.5 million. The operating EBITDA reached EUR 106.2 million. There are 11’110 employees belonging to the Group •  The company has a wealth of experience resulting from >60 transactions, relying on strong, bank independent financial strength •  AURELIUS plans to continue to develop Publicitas according to the plan presented by Alain D. Bandle and the management
  8. 8. 8| THE BUSINESS MODEL ACQUISITION, OPERATIONAL DEVELOPMENT AND DISPOSAL OF COMPANIES WHICH ARE IN A SPECIAL SITUATION !  Revenues between EUR 30m and EUR 750m !  Average purchase price of EUR 8m, range from negative to plus EUR 15m !  Complex transaction structures/carve outs and/or redemption of existing creditors Corporate spin-offs … disputes among shareholders Succession issues Obvious optimisation potential SPECIAL SITUATION
  9. 9. 9| PORTFOLIO COMPANIES PORTFOLIO (I) The investment portfolio of AURELIUS Group currently comprises 17 companies and several add-ons June 2008 AURELIUS Group has acquired sunrise business solutions from January 2006 AURELIUS Group has acquired Deutsche Post Wohnen from April 2007 AURELIUS Group has acquired 49 % of a former JV of BNP Paribas and Arcandor from September 2008 AURELIUS Group has acquired from the families Berentzen, Wolff and Richarz March 2009 AURELIUS Group has acquired from March 2009 AURELIUS Group has acquired LD Didactic Group from insolvency administrator March 2010 AURELIUS Group has acquired from November 2010 AURELIUS Group has acquired Secop (former Danfoss Household Compressors) from November 2010 AURELIUS Group has acquired KemFine UK Ltd from December 2010 AURELIUS Group has acquired 5 hotel real estate locations as add-on for from add on
  10. 10. | 10 PORTFOLIO (II) PORTFOLIO COMPANIES The investment portfolio of AURELIUS Group currently comprises 17 companies and several add-ons * Thales CIS (Madrid, Spain) has been integrated into Getronics Europe as of June 2012 add on October 2012 AURELIUS Group has acquired from November 2012 AURELIUS Group has acquired from November 2011 AURELIUS Group has acquired HanseYachts AG from CEO and founder Michael Schmidt May 2012 AURELIUS Group has acquired Getronics Europe and APAC from February 2012 AURELIUS Group has acquired* THALES CIS from add on December 2012 AURELIUS Group has acquired from February 2013 AURELIUS Group has acquired brightONE (former Tieto) Germany/Netherlands/ Poland/India from March 2013 AURELIUS Group has acquired fidelis HR (former TDS HR Services & Solutions) from December 2013 AURELIUS Group has acquired Telvent Global Services (Spain/Brazil/Chile) from
  11. 11. 11| MANAGEMENT TEAM Gert Purkert, Dr. Dirk Markus, Donatus Albrecht Donatus Albrecht ! M&A experts ! Corporate Finance Dr. Dirk Markus (CEO) !  Corporate strategy and development ! Turnaround CEOs and Task Force (in all 35 employees ) ! Corporate Communication / Investor Relations (1) ! Finance ! Internal audit ! Legal Gert Purkert ! Turnaround CEOs and Task Force (in all 35 employees ) ! IT and infrastructure ! Human Ressources
  12. 12. 12| KEY FIGURES 2009 – 2013 (in EURm) 2009 2010 2011 2012 2013 Group Revenues 902.3 935.5 1,262.6 1,378.1 1,525.2 EBITDA (operating) 23.4 85.0 98.7 114.0 106.2 Dividend paid (base + special dividend per share, EUR) 0.37 0.43 0.50 + 0.17 0.60 + 0.77 0.70 + 0.35 Dividend paid 10.8 12.5 19.2 39.4 33.3 Cash and cash equivalents 155.6 177.2 154.4 244.7 223.9 Employees 3,523 6,803 6,631 10,226 11,110
  13. 13. 13 PubliGroupe going forward Arndt C. Groth, CEO
  14. 14. 14 PubliGroupe strategic focus going forward Capitalising on key market trends "  Internet ads growing at double digit rate, driven by continued increase in online penetration and higher share of ads budget allocated to this media "  PubliGroupe focuses on online and is ideally positioned to capture the growing demand for ad trading and ad technology solutions 1. Capitalising on digital transformation… 2. and value enhancing services "  Offering a comprehensive palette from branding to lead generation "  Investing in transaction-oriented fields and fast growing RTA/programmatic buying market that provides better rates for long-tail inventory Western Europe Internet ad spend 2005-2015F US$ bn, % share of total Ad Spend 5.3 28.7 5% 28% 05 06 07 08 09 10 11 12 13F 14F 15F Market Share Western Europe Ad Spend CAGR 2005-2015F (4.4%) (4.8%) (0.3%) (0.1%) (0.2%) 0.3% 18.5% Newspapers Magazines Television Radio Cinema Outdoor Internet Source: ZenithOptimedia, Advertising Expenditure Forecasts September 2013.
  15. 15. 15 2012 2013 2014 2015 2016 2017 Universal Connectivity Intelligent Automation Performance Driven Global marketing networks connect consumers to supply and demand Smart systems interact effectively within complex systems in real-time Specific performance KPIs (ROI, yield) are tracked, analysed and executed upon Programmatic Advertising Spend, Western Europe, 2012-17 US$ bn 6.7 56% 44% RTA +43% +39% Non-RTA +35% 5.3 45% 55% 50%1.3 51% 49% 3.9 47% 53% 3.0 48% 52% 2.2 50% A new marketing ecosystem has emerged New marketing opportunities drive fast innovation
  16. 16. 16 PG aims to take a European leadership position Focus on digital business portfolio Brand 2 Consumer Engagement Value-add & Relevance A A A P P P CPA / Performance CPM / Branding P Publisher A Advertiser
  17. 17. 17 Buyers Sellers Advertiser Technology Media Owner Technology Smart Data Ad Trading Ad Technology Ad Intelligence PubliGroupe offers expertise and execution power for both buyers and sellers PubliGroupe offers smart use of internal and external data to enhance performance PubliGroupe offers state-of-the-art tools enabling clients to buy and sell in real -time, reliably, and efficiently 1 2 3 PG offers best-in-class people, intelligence and tech Enabling customers to optimise their marketing performance
  18. 18. 18 "  Leaner and now focused group able to pursue consistent growth strategy and embrace key trends (RTA, mobile, social) "  CHF 150 million after sale of Media Sales "  Solid organic growth per year; further growth expected from selected, very targeted acquisitions Revenue "  Will improve to around CHF 20 million (without Media Sales) "  Is foreseen to further grow in the 2015 - 2017 period Operating Result Profitability strongly improving Operating result 2014 will reach around CHF 20 million Divest targets Acquisition focus "  FPH and other press participations "  Several small operating units foreseen for divestment "  CHF > 60 million expected for 2014 - 2015 divest proceeds and simplification of group structure "  Opportunity to strengthen the business portfolio through selective M&A in a fragmented technology-based industry "  Investment expected at 10x - 15x EBITDA valuation "  Target to add a low double digit million operating result between 2015 - 2017 by acquisition
  19. 19. 19 Transformation to digital company with mix of established and fast- growing companies; >80% share of digital products and services Immediate improvement of profitability through sale of Media Sales. Continued divestment of non-core assets or assets that are not providing financial returns. Continued adaptation of holding in line with industry benchmarks. Profitability Increasing market demand for ad technology and ad trading services. Growth potential Leader in Swiss directory match-making market; European leadership in supply-side technology with Improve Digital and leader in performance-advertising market with Zanox. Relevant market share Key driver Measures Summary key investment highlights of PubliGroupe Sale drives profitability; back to growth in expanding markets
  20. 20. 20 Conclusion by the Chairman Hans-Peter Rohner Chairman of the Board
  21. 21. 21 !  Aurelius is acquiring Publicitas with all its 39 affiliated companies in Switzerland and abroad as well as the 49% share of xentive SA !  With Aurelius PubliGroupe found a committed owner for Publicitas who is confident about its future !  Aurelius will fully support the strategy in implementation since August 2013 and continue to invest in its future development of the company !  Good financial solution for all parties, sustainable and long-term perspective !  Sale of Publicitas a decisive step for PubliGroupe !  PubliGroupe to become a fully digital-oriented Group with local.ch and the leading European performance marketing network Zanox, Improve Digital and Spree7, both presenting promising growth opportunities in Europe Summary (1) Committed owner found for Publicitas
  22. 22. 22 !  Clear PubliGroupe strategy oriented to participations in the area of digital advertising trading and processing strategy as presented by Arndt C. Groth, CEO of PubliGroupe !  Legacy issues successfully addressed !  Immediate increase of performance perspective due to sale of Publicitas !  Proposal of "one share – one vote" to the AGM; if accepted by AGM this will accelerate the positive dynamics !  Divestment of remaining non-core assets, i.e. press participations in the next 12 to 24 months !  PubliGroupe holding structure to be reviewed and adapted to the smaller size of the Group Summary (2) "One share – one vote" would further accelerate the positive dynamics
  23. 23. 23 Q&A
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