Grene and
Kramp merger
Creating Europe’s largest supplier of spare parts
and accessories for the agricultural sector
Investor Presentation
29 August 2013
Grene and Kramp merging
• Leading European suppliers of spare parts
and accessories for the agricultural sector
• Grene: Nordic region and Poland
• Kramp: All western European countries
• The perfect geographical match
• Nine central warehouses covering
22 European countries
• Creates new possibilities for
customers by extending assortments
and product lines
• One strong distribution partner for
suppliers throughout Europe
• Value-creating combination
• Building ‘bigger and stronger
businesses’ key strategic
target for Schouw & Co.
• Optimising Grene by
becoming part of the
leading European agro supplier
29.08.2013
MERGER OF GRENE AND KRAMP
2
Kramp
excl. 50% of Russia
Grene
excl. 50% of Russia
Group
pro forma incl. Russia
Revenues
403
165
577
EBITDA
51
17
68
- margin
12.7%
10.1%
11.8%
2012 key figures, EURm
Nine distribution centers covers 22 European countries.
Existing Kramp in blue, Grene’s in orange and Russian JV in turquoise
Merger highlights
• In kind contribution of Grene into Kramp
• Schouw & Co. gets 20% ownership interest in
the combined entity
• No changes to existing shareholder base
• Shareholder agreement
• Management has full operational responsibility
• Kramp Management controls 51% of the votes
• Dividend policy secures cash flow to owners
• Four person Supervisory Board with one member
appointed by Schouw & Co. and an independent
chairman
• Long-term development of Kramp
• All parties committed to long-term value creation
• No pre-defined exit strategy
• Part of the business plan is to evaluate opportunities
for entering new markets and making attractive long-
term investments
• Future presentation in Schouw & Co. accounts
• Recognised as associate in P/L and balance sheet, i.e.
not included in consolidated revenue, EBIT etc.
• No change in level of information and guidance
Kramp
mgmt.
NPM
Capital
Schouw
& Co.
Kramp Groep B.V.
20%
32%
48%
Wholly owned subsidiaries,
including former Grene country units
Kramp Management
Controlled by Kramp executive
management.
NPM Capital
A privately-owned Dutch PE company with
a long-term investment horizon. Acquired
40% of Kramp in 2008.
Schouw & Co.
Danish industrial conglomerate listed on
NASDAQ OMX in Copenhagen. Acquired
Grene in 1988.
29.08.2013
MERGER OF GRENE AND KRAMP
3
Ambitious business plan
• Market ambition
• To become the world’s leading parts
distributor to the agro aftermarket
• Top 1 position in all major European markets
in combination with healthy profitability
• Continued focus on further strengthening the
European core business
‐ Market-leading positions in all developed Western
European and Nordic markets
‐ Continued profitable growth in Eastern European
markets resulting in medium-term market leadership
‐ Joint development of new customer segments
• Opportunistic growth outside of Europe
• Business model ambition
• Core strengths: by far the biggest assortment
for the agro aftermarket in combination with
superior scale in outbound logistics to dealers
and end customers
• Unique value creating solutions for both
customers and suppliers fueled by core
strengths and technology leadership
‐ One stop shop – close to the market
‐ By far the biggest assortment
‐ Best service in the industry in combination with
second-to-none user-friendliness
• No. 1 for customers in terms of ease of
dealing with (choice, speed, user-friendliness)
• No. 1 for suppliers in terms of relevance,
service and market support
29.08.2013
MERGER OF GRENE AND KRAMP
4
2013 COMBINED OUTLOOK
Revenue
approx. EUR 625m
EBITDA
approx. EUR 70m
Kramp
ex. Russia
Grene
ex. Russia
Russia
JV
Group
pro forma
Revenues
403
165
9
577
EBITDA
51
17
0
68
EBITDA margin
12.7%
10.1%
3.1%
11.8%
Net debt/EBITDA
1.8
3.3
n/a
2.2
Solvency
42%
34%
22%
39%
Number of employees
1.400
800
50
2.250
Number of countries
15
6
1
22
Number of warehouses
4
4
1
9
Number of customers
66,000
15,400
800
82,200
Number of products
635,000 250,000 30,000 700,000
Total orders per day
10,500
2,150
50
12,700
2017 FINANCIAL AMBITION
Revenue
EUR 1bn
EBITDA
>13%
2012 key figures, EURm
Five synergy streams
Expanding product ranges
• Introducing Grene products to
Kramp markets (e.g. workwear,
animal husbandry, combine)
• Introducing Kramp products to
Grene markets (e.g. tractor parts,
forest and garden)
Growing OEM business
• Increasing partnerships (full range
of non-OE parts to OE dealers)
• Supplying OE production processes
(i.e. OEs are customers)
• Distributing OE parts throughout
Europe (i.e. OEs are suppliers)
Margin increase through scale
• Better purchasing conditions
• Retendering existing comparable articles
• Integrating private label ranges
• Concentration of “A brand” suppliers
Best practice operational savings
• Warehouse optimisation
• Simplifying logistics
• Streamlining IT platforms
• Benchmark catalogue and content
management
Reducing capital employed
• Optimising inventory management
• Increasing stock turn
Annual potential synergies
in the range of EUR 10-30m
for the combined business
29.08.2013
MERGER OF GRENE AND KRAMP
5
GR
O
WING
TOP
-LINE
GR
O
WING
TOP
-LINE
INCR
EASIN
G
PR
OFI
T
INCR
EASIN
G
PR
OFI
T
FREEIN
G
C
AP
IT
AL
Impact on Schouw & Co. figures
DKK million
BEFORE
AFTER
Revenue
~13,500
~12,000
…
…
…
Operating profit (EBIT)
680-770
605-685
Profit from associates
~0
*
…
…
…
Profit from discontinued operations
~270
~520
29.08.2013
MERGER OF GRENE AND KRAMP
6
No changes to guidance in Schouw
& Co. but Grene will no longer be
part of consolidated revenue and
EBIT.
After closing 20% of the profit in
Kramp will be recognised as profit
from associates.
Profit from Kramp will be subject
to additional depreciation due to
purchase price adjustment,
primarily in the first two years.
The combined entity’s profit (after tax) in the
period between closing and year-end 2013 will
be recognised as profit from associates.
Profit from associates will be subject to
additional depreciation due to the accounting
treatment of any purchase price adjustment.
Profit (after tax) in Grene until closing and the
accounting profit computed when transferring
ownership to Kramp will be recognised in profit
from discontinued operations.
With closing in Q4 this is expected to be in the
region of DKK 250m.
In addition, profit from discontinued operations
also includes the effect from the divestment of
Martin Professional of approx. DKK 270m.
Aktieselskabet
Schouw & Co.
Chr. Filtenborgs Plads 1
DK-8000 Aarhus C
T +45 86 11 22 22
F +45 86 11 33 22
schouw@schouw.dk
www.schouw.dk
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