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Multi-Color Corporation Acquisition of Constantia Labels
July 17, 2017
NASDAQ: LABL www.mcclabel.com
SAFE HARBOR STATEMENT
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transactions between Multi-Color Corporation, Constantia Labels GmbH and their respective affiliates and the expected timing and completion of the transactions. Words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” “support,” and other similar expressions and the negative versions thereof are intended to identify forward-looking statements. Such statements are based upon the current beliefs and expectations of Multi-Color’s management and involve a number of significant risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the parties to the acquisition agreements. Actual results may differ materially from the results anticipated in these forward-looking statements. There can be no assurance as to the timing of the closing of the transactions, or whether the transactions will close at all. Any number of factors — many of which are beyond our control — could cause our performance to differ significantly from what is described in the forward-looking statements. These factors include, but are not limited to: the occurrence of any event, change or other circumstance that could result in the termination of the purchase agreement; the outcome of any legal proceedings that may be instituted against Multi-Color or others following announcement of the acquisition; the inability to satisfy the conditions to complete the acquisition (or to complete the acquisition on a timely basis); risks that the proposed transaction disrupts current operations or poses potential difficulties in employee retention or otherwise affects financial or operating results; the ability to recognize the benefits of the acquisition, including potential synergies and cost savings or the failure of the acquired company to achieve its plans and objectives generally; and legislative, regulatory and economic developments. For a more in-depth discussion of these and other factors that could cause actual results to differ from those contained in forward-looking statements, see the discussions under the heading “Risk Factors” in item 1A of Multi-Color’s Annual Report on Form 10-K for the year ended March 31, 2017 filed with the Securities and Exchange Commission (SEC). Multi-Color can give no assurance that any of the contemplated transactions will be completed or that the conditions to the acquisition will be satisfied. Multi-Color assumes no obligation to update or revise any forward looking information as a result of new information, developments or otherwise.
1
Multi-Color Corporation
Home and Personal Care Wine & Spirit Healthcare Consumer Durables
Constantia Labels
Beer Soft drinks Food Home and Personal Care
2
COMBINING OUR STRENGTHS
ACQUISITION COMBINES COMPLEMENTARY BUSINESSES TO CREATE A GLOBAL LEADER IN LABELS
3
48%
15%
14%
4%
10%
4% 5%
49%
36%
4% 11%
22%
23%
33%
8%
14%
End Markets
Geography
Technology
Pro Forma Combined Constantia Labels Multi-Color
Pressure sensitive
Cut & stack
In-mold
Heat transfer
Aluminum
Shrink sleeve
Durables & other
Americas Middle East
Europe Asia Pacific
Home & personal care
Food & beverage
Wine & spirit
Specialty
Beer
Pro forma latest year revenue of $1.6bn
Approximately 18% EBITDA margins
Approximately $300m EBITDA business
Legend
62%
25%
1% 12%
31%
50%
9%
10%
5%
62%
33%
26%
22% 21%
17%
10% 4%
64% 10%
9%
7% 5% 5%
35%
40%
12%
13%
ENHANCED GEOGRAPHIC DISPERSION WITH 67 FACILITIES IN 25 COUNTRIES
Headquarters Facilities per geography
4
16
2
3 18
28
TRANSACTION SUMMARY
Transaction Overview
Consideration
Synergies
Enterprise Value: €1.15bn / $1.3bn1
Implied multiple of EBITDA pre-synergy at 10.25x
Implied multiple of EBITDA post-synergy of 9.2x
Closing expected October 2017
Cash Consideration: ~€925m
Stock Consideration: ~€225m (~3.4m shares at $75 per share)
Synergies estimated at $15m by 2020 (3 year target phasing)
– Procurement, SG&A, Manufacturing
– Opportunity to utilize Constantia Labels pressure sensitive substrate manufacturing capabilities in the United States and Europe
Note 1) EUR / USD exchange rate of $1.14
5
PRO FORMA FINANCIAL IMPACT
Core EPS
Leverage
Growth
Neutral impact FY 2018E
$0.40 - $0.50 accretion by FY 2019E
$0.80 - $1.00 accretion by FY 2020E
~5x net debt to EBITDA at close
Approximately $100m free cash flow1 per annum
~4x net debt to EBITDA goal achievable in medium term
Maintain outlook for 3% - 5% topline growth
Platform bigger and better for future bolt-on acquisitions
Supports growth of 20% CAGR Total Shareholder Return
6 Note 1) Operating cash flow less capital expenditures
Managed the Labels Division of Constantia for 3 years including the integration of Spear, Premara and Afripack acquisitions
Owner and manager of the Spear Group since September 1999; 17 years in the label industry
Served on the board of various industrial companies including Marling industries PLC and Norbain PLC
Started his career at KPMG focusing on international manufacturing companies including M&A advisory work
Holds a degree in Accounting & Finance from Kingston University, UK and is a Chartered Accountant
KEY CHANGES AT MULTI-COLOR
Multi-Color welcomes Mike Henry as CEO-elect
MCC also welcomes two representatives of Constantia Flexibles to its Board of Directors as a 16.6% shareholder
– Constantia Flexibles stock subject to customary lock-up provisions
Multi-Color thanks Vadis Rodato, current CEO, for his outstanding service and commitment, as he will retire in early 2018 post-transition
7
Q&A
FY 2018 OUTLOOK
Forward Guidance
Experiencing some softness due to production inefficiencies in one plant primarily caused by timing of onboarding new and redesigned work
― Additional capacity on-stream in Q2 FY 2018
Management reconfirms FY 2018 outlook for Core EPS of $4
8
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