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Acquisition of Allus Global BPO Center April 2011

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Acquisition of Allus Global BPO Center

April 2011

SECTION 1

Transaction Rationale

2

Contax with a complete customer relationship

management solution in Latin America

● Customer service

● Debt Collection

● Telemarketing and

retention

● Technology services

● POS – Trade Marketing – Ability

● Back-Office Solutions

CONTAX’S STRATEGIC PLANCRM BPO in Latin America

CORE

BUSINESS

New

products

New

geography

● Argentina (organic)

● Acquisition (operation

in preferential

countries: Argentina,

Colombia, Peru and

Mexico)

Acquisition

in progress

3

ENTRY IN LATIN AMERICA GEOGRAPHIC EXPANSION

● Access to new Contact Center and Debt Collection markets

● Opportunities with current clients that expand to Latin America having Brazil as a base

● Cultural and geographic proximity

● Offshoring base to the U.S. and Spanish markets

● Fragmented markets with opportunity to increase added value

● Preferential locations: Mexico, Colombia, Peru and Argentina

● Entry strategy via acquisition

● Addressable market estimated at R$15 billion

● LATAM market with high growth rates (CAGR 10E-13E of 14%)

4

Medellin

Bogota

Lima

Mendoza

Córdoba

Colombia

Workstations: 4,791

Employees: 6,386

Peru

Workstations: 1,160

Employees: 1,765

Argentina

Workstations: 2,457

Employees: 4,917

5

● One of the largest spanish-speaking services

companies in Latin America, with consolidated

presence in the region, currently controlled by

Eton Park Capital Management

● Operations in Colombia, Argentina and Peru,

countries with attractive opportunities given the

availability and qualification of the workforce,

competitive costs, convenient time zones and

favorable regulatory scenario

● Multi-country platform offers adaptation

flexibility to the economic changes in the

countries, reducing business volatility

● It also has commercial activities in Spain and in

the U.S., allowing access to global clients for the

sale of offshore services

● It has an excellent operational model, strong

management, growth history and consistent

profitability

● 63 clients, including: financial institutions,

telecom, media, utilities, retail and other

companies

ALLUS

FINANCIAL INDICATORS

Net Revenue (US$ MM) and EBITDA Margin

Client base (%) - 2010 Revenue per Country (%) - 2010

Local88.2%

Off-shore11.8% Colômbia

48.9%

Argentina41.0%

Peru10.1%

6

112 143 142 174 191

21.6%

14.4% 13.8% 14.5%16.5%

2007 2008 2009 2010 2011E

Revenue (US$MM) EBITDA Margin (%)

ALLUS IN COLOMBIA

Market Share

● Leader in Colombia, with a market share of 20%

● Operations located in the country’s two main cities: Medellín and Bogotá

● 6,386 employees in December 2010

● Over 12 years of development and implementation of successful practices in Customer Service, Telesales, Credit Recovery and BPO

● Experienced management team and centralized decision-making

● International quality certificates

Allus20%

Teleperformance

19%CC

Americas17%

Atento11%

SITEL11%

Emtelco9%

Digitex8%

Others5%

7

Employees and WS (thousand)

4.1

5.76.1

6.8 6.96.4

2.6

3.54.2

5.04.5 4.8

2005 2006 2007 2008 2009 2010

Employees Workstations

ALLUS IN ARGENTINA

Market Share

● 8 operational sites and offices in Córdoba and Mendoza

● 4,917 employees in December 2010

● Strong operational model and human resource structure

● Technology and infrastructure with special attention to critical processes

● Over 12 years of development and implementation of successful practices in Customer Service, Telesales and BPO

● Experienced management team and centralized decision-making

● International quality certificates

Teleperformance

15%

Atento14%

Allus13%

Actionline8%

Sykes8%

Teletech7%

IBM6%

ACS Multivoice

4%

Others25%

8

Employees and WS (thousand)

2.9

3.8

6.1 6.35.7

4.9

1.61.9

2.9 2.9 2.92.5

2005 2006 2007 2008 2009 2010

Employees Workstations

ALLUS IN PERU

Market Share

● The operations started in 4Q09. In December 2010, the company had 1,160 workstations and 1,765 employees

● A modern site in Lima, with available space for expansion

● Peru is the platform for offshore services and complements Argentina and Colombia, providing flexibility to adapt to the changes in the macroeconomic conditions between the countries

● Peru operations are focused on Customer Service and Telesales

Atento37%

Allus6%

GSS6%Digitex

5%

Telemark Spain

5%

Adecco5%

Fortel CC4%

Others32%

9

Employees and WS (thousand)

0.4

0.91.0

1.3

1.8

0.50.3

0.50.6

1.2

4Q09 1Q10 2Q10 3Q10 4Q10

Employees Workstations

SECTION 2

Transaction Conditions

10

TRANSACTION CONDITIONS

11

●Contax acquires 100% of Allus for an Enterprise Value of

between R$ 307 million and R$ 332 million

●R$ 254 million will be paid in cash* and R$ 25 million may be

paid in the next 24 months, depending on the EBITDA growth in

this period (“earn out”)

● Implicit 2011 EV/EBITDA of the deal between 5.8X and 6.7X,

depending on the earn out

• R$13 million of which deposited in an escrow account with eventual adjustment of working capital and net cash.Amounts in dollars translated into Reais at the exchange rate prevailing on this date.11

SECTION 3

Schedule

12

TRANSACTION STAGES

13

ESTIMATED SCHEDULE

April 8th

Call to Contax’s

Extraordinary

Shareholders’

Meeting to approve

the transaction

April 5th

Signature of

purchase

agreements

April 25th

Extraordinary

Shareholders’

Meeting of Contax

Part. and Contax

S.A.

April 25th

Closing – Payment

of the Acquisition

Price