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Slide 1: ARDAGH GLASS: VALUATION, COMPETITIVE ANALYSIS & DEAL STRUCTURE A Report Prepared for Battcock Jenkinson Advisors LLC by MATRIX Partners LLP
Slide 2: PRESENTATION OUTLINE INTRODUCTION VALUATION METHODOLOGY & SUMMARY STRATEGIC ANALYSIS: CORPORATE & INDUSTRY DUE DILIGENCE REQUIREMENTS VALUE CREATION EXIT SCENARIOS TRANSACTION SUMMARY APPENDICES 1 2-4 5-8 9 10 11 12 13-18
Slide 3: OVERVIEW OF PROPOSAL Transaction Value Price Equity Value Debt Value 2007 PF EBITDA 2008 EBITDA Agg. Value/2007 EBITDA Agg. Value/2008 EBITDA (Est) • • • Debt to equity ratio 65%/35% Total debt levels unchanged posttransaction Existing high yield notes and senior loans retired by bank credit facilities due to Change of Control 6.0x 5.4x €1,395 €479 €916 €233 Sources & Uses Sources Sponsor Equity New Debt Total Sources Uses Purchase of Equity Retirement of Old Debt Transaction Fees & Expenses Total Uses €479 €916 €42 €1,437 €503 €934 €1,437
Slide 4: THE VALUATION ANALYSIS RELIES UPON THE FOLLOWING METHODOLOGIES VALUATION METHODOLOGY
Slide 5: Range of Possible Valuations based on Stated Methodologies VALUATION SUMMARY Enterprise Value Equity Value €1.3B - 1.51B €248M-596M €1.05B - 1.63B €138M-717M €1.28B - 1.63B €364M-713M
Slide 6: ARDAGH REVENUES BY SECTOR (2008) COMPANY REPORTED RESULTS & PROJECTIONS (2006-2009) Income Statement (€000’s) Total Revenue Cost of Sales Gross Profit SG&A PF FY06A 1,289.8 (1,157.8) 132.0 (78.1) (7.3) 46.6 114.1 168.0 PF FY07A 1,340.6 (1,157.8) 182.8 (76.3) (11.9) 94.6 126.0 232.5 FY08E 1,423.9 (1,220.3) 203.6 (81.2) (12.8) 109.6 133.8 256.3 FY09E 1,480.8 (1,266.1) 214.7 (84.4) (13.3) 117.0 139.2 269.5 FINANCIAL OVERVIEW ARDAGH REVENUES BY REGION (2008) Other Income & Expenses EBIT Depreciation & Amortization EBITDA Margin Analysis ARDAGH HISTORIC & PROJECTED EBITDA & MARGINS Gross Profit Margin EBITDA Margin EBIT Margin Sales Growth 10.2% 13.0% 3.6% 16.5% 13.6% 17.3% 7.1% 3.9% 14.3% 18.0% 7.7% 6.2% 14.5% 18.2% 7.9% 4.0% Source: Company data, JPMorgan
Slide 7: SUMMARY REGIONAL AND GLOBAL COMPETITORS STRATEGIC SUMMARY Ardagh is a leading supplier of glass containers with significant penetration in the food, alcoholic beverages/distilled spirits, wine and pharmaceutical sectors. Within these sectors Ardagh has developed strong longterm relationships with its customer base. By its own reporting the company is the largest supplier of glass containers in Europe, controlling roughly 33% of the Northern European market and 18% of the total European market. Western European home markets with balanced demand provide stable yet maturing growth prospects. Significant demand-side growth in the Eastern European markets, coupled with lower factor costs and increasing automation make expansion into these markets highly attractive. KEY MARKET STATISTICS Owens-Illinois: Global manufacturer in the plastic & glass container segments, operating 83 plants in 22 countries along with 18 packaging facilities, 13 of which are in the US. Has European operations in 11 countries (France, Italy, Spain, Poland, the Czech Republic, Germany, Hungary, Finland and Estonia) Saint Gobain: Diversified multinational conglomerate with over €4B in glass and container sales during FY2006. They are the #2 global glass and container manufacturer Quinn Glass: Small regional competitor with aggressive growth plans in the UK, Ireland and beyond INDUSTRY/SECTOR GLASS CONTAINER GROWTH TRENDS • The global packaging industry was worth $410B in 2007 and growing annually at 5%. It is estimated to reach $470B by 2010 The European containers market grew 2.2% in 2007 to reach $133.6B and is expected to increase 11.7% by 2012 to $149.3B Glass packaging is a mature industry due to continuing proliferation of plastic packaging, which has penetrated segments previously the sole domain of glass packaging Low “perceived” differentiation of products is driving research and innovation in value added offerings (design & decoration) • • • Source: The Packing Federation 2007 Annual Report
Slide 8: POSITIVE MARKET DRIVERS NEGATIVE MARKET DRIVERS INDUSTRY DRIVERS • • • • • • Significant barriers to entry driven by high levels of required investment and manufacturing know-how Market exhibits oligopolistic structure with the top three competitors (Owens-Illinois, Saint Gobain & Ardagh) controlling roughly 95% of the glass container market. Glass containers prices have risen over 30% in last year Increasing R&D innovation is driving increased efficiency and value-added offerings. Since 1980 the industry has halved the amount of energy required to melt 1-ton of glass Mandatory recycling regulations in the European market are generating fairly stable supply of cullet, which uses less energy to process and prolongs furnace life. Recent scientific studies show that 77.8% of consumers prefer consuming beverages from glass containers over plastic • • • • • Increasing customer consolidation leading to high levels of concentrated revenues. Top 10 customers accounted for over 37% of revenues in 2007, with higher concentrations in some markets In April of 2008 Werner Langen of the EU Parliament renewed calls for an investigation into price-fixing by the three main glass manufacturers European regulators have been unable to liberalize local energy markets in order to provide secure and affordable sources of power, thus potentially driving up production costs Shifting customer demands to other materials could significantly impact operating performance Irrational competition could lead to overcapacity in certain markets (UK), which would significantly erode margins EUROPEAN CONTAINER & PACKAGING MARKET VALUE EUROPEAN CONTAINER & PACKAGING MARKET VOLUME (TONNES) Source: DataMonitor, 2007
Slide 9: ARDAGH COMPANY TIMELINE CORPORATE EVOLUTION ARDAGH STRENGTHS ARDAGH WEAKNESSES • • • • Experienced management team with significant packaging industry and acquisition expertise Stable cash flows resulting from high-switching costs and deep customer relationships Currently undertaking €450m reorganization integrating business units across EU providing greater flexibility and efficiency In-house R&D facility, which drives increased innovation and further improvements in efficiency • • • • • Faces possible penalties from EU price fixing probe Little information available about internal operations Several old/uneconomic furnaces must be shuttered High debt ratios may impact future bond ratings and hinder ability to raise further financing Complex debt/corporate structure with multiple divisions and guarantors
Slide 10: ARDAGH EUROPEAN MARKET SHARE POSITIONS ARDAGH EUROPEAN PRODUCTION CAPACITY CORPORATE STATISTICS COUNTRY Germany UK Poland Source: Company data, JPMorgan NO. of PROD. SITES 9 5 3 2 2 1 22 NO. OF GLASS FURNACES 18 13 7 4 4 1 47 PRODUCTION CAPACITY 1,364,000 989,000 306,000 375,000 267,000 81,128 3,382,128 Benelux Nordic Region Italy TOTAL: KEY SEGMENT CUSTOMERS Soft Drinks: Coca-Cola, Britvic Food: Nestle, Premier Foods, Kraft, Heinz Beer: Heineken, Carlsberg, InBev, Peroni, Anheuser-Busch, Scottish & Newcastle, SAB-Miller Wine/Spirits: Diageo, Pernod Ricard, MEK, Henkel, Absolute Vodka, Whyte & Mackay, William Grant, Bacardi-Martini, Constellation ARDAGH GLASS GROUP PLC. SHAREHOLDERS ARDAGH CORPORATE STRUCTURE
Slide 11: STRATEGIC CONSIDERATIONS TECHNICAL CONSIDERATIONS DUE DILIGENCE STRATEGY • Accurate accounting of Ardagh role in EU glass market price fixing inquiry Detailed disclosure of cullet-supply pipeline and potential disruptions Current perceptions and satisfaction levels of Ardagh customers and suppliers • • Current State of All 47 Glass Furnaces Exact nature and financial metrics of the NNPB technology licensing agreements currently in place with Owens-Illinois Current state of the innovation pipeline & IP portfolio • • • FINANCIAL CONSIDERATIONS OPERATIONAL CONSIDERATIONS • Detailed disclosure and sensitivity analysis of management projections and future growth prospects Exploration of Power/Fuel Hedging Strategies Full disclosure of past and present related-party transactions • Current state of labor relations in all operating geographies Detailed environmental impact survey (both past, present and future) Evaluation of current insurance policies and coverages, ensuring adequate protections • • • •
Slide 12: HYPOTHETICAL CAPITALISATION STRUCTURE FINANCIAL VALUATION CREATION Senior Debt Tranche A Tranche B Tranche C Second Lien Mezzanine Total Debt Weighted Average Cost of Debt Euro Libor Rate Total Equity Component Weighting 32% 17% 11% 3% 2% 65.00% 4.21% 35.00% Size Spread (bps) Interest Cost 459.8 244.3 158.1 43.1 28.7 934.1 500 550 600 750 1000 9.21% 9.71% 10.21% 11.71% 14.21% 9.78% Interest Multiple to Expense 2007 EBITDA 42.4 1.8 23.7 1.0 16.1 0.6 5.0 0.2 4.1 0.1 91.3 Senior Debt to EBITDA 3.4 503.0 Sources: Debt Weighting: Fitch Ratings, "Biding Time", 21 April 2008 & Euro Libor: FT.com, 6 June 2008 FINANCING AND CAPITAL STRUCTURE 2007 Net Debt EBITDA Senior Debt/EBITDA Net Debt/EBITDA Interest Coverage Total Debt/Capitalization 915.6 232.5 1.5 3.9 3.2 66% 2008 934.1 256.3 3.4 3.6 2.8 65% 2009 934.1 266.5 3.2 3.5 2.9 58% 2010 934.1 277.2 3.1 3.4 3.0 52% 2011 934.1 288.3 3.0 3.2 3.2 46% 2012 934.1 299.8 2.9 3.1 3.3 42% Senior Debt of 3.3x Compares Favorably to Average Q1 2008 Senior Debt/EBITDA of 4.4x Source: S&P RatingsDirect June 2, 2008
Slide 13: RECOMMENDED CORPORATE VALUE CREATION STRATEGY STRATEGIC VALUE CREATION SENIOR MANAGEMENT INCENTIVIZATION EASTERN EUROPEAN EXPANSION Snr. Mgmt 5% • Eastern Europe presents the strongest growth prospects for Ardagh Glass • Our strategy relies upon retaining and incentivizing the current management team to focus attention on Eastern Europe • By not paying down principal we expect to use FCF to pursue aggressive expansion/acquisition in the Eastern European Markets in particular (Romania, Turkey and the Ukraine) Snr. Mgmt 5% BJA 95% BJA 95% Senior Management participates in LBO on a pari-passu Basis taking an equity stake of 5% of the outstanding equity
Slide 14: STRATEGIC EXIT SCENARIOS EXAMPLE EXIT VALUATION & RETURNS EXIT SCENARIOS EBITDA in 2012 EBITDA Multiple in 2012 Enterprise Value Equity Debt Cash Returns to Equity Equity Contribution Equity Return Money Multiple IRR STRATEGIC ACQUISITION SCENARIOS SECONDARY BUY-OUT SCENARIOS 299.8 7.5 2,248.7 1,555.0 934.1 240.4 503.0 1,555.0 3.1x 32.6% Given anti-competition concerns O-I and Saint Gobain are not possible acquirers in the European market. Instead we conceive an auction scenario possible involving these two companies or similar ones: Al Tarjir Altajir Glass is the Middle East’s premier manufacturer of glass bottles. Their aggressive global expansion strategy and vertical integration are driving them to look beyond organic strategies. They have previously tried to enter the European market with mixed results. In four years time Ardagh would be well positioned to offer them a sizable position in the European market along with significant R&D expertise. Quinn Glass Quinn Glass is a strong regional competitor in the UK and Ireland however it has not yet established significant mainland European operations. Given the current and future state of the public equity markets we do not expect that a public offering of Ardagh Glass would provide the company with the greatest amount of value. Ultimately a strategic buy-out would generate the most synergies and greatest return on investment. However if a strategic acquirer fails to materialize then the secondary buy-out markets are an attractive alternative. On May 18th, 2008 Dubai International Capital partnered with Citadel Capital to acquire a 49% stake in Egypt Glass. The growing MENA provides attractive market upside for DIC. In four years time a combined Ardagh/Egypt Glass would provide compelling international growth opportunities.
Slide 15: TRANSACTION SUMMARY SUMMARY OF TERMS Not all companies are suitable targets for leveraged buy-outs, however Ardagh Glass is an interesting and attractive acquisition target. The company’s past use and management of high debt levels, stems from the relatively recession proof, stable cash flows generated from operations. Industry consolidation and macroeconomic drivers make continued growth and profitability highly likely. The favorable pricing environment should continue to remain strong as further industry consolidation materializes. The current management team has significant depth of experience in the glass packaging sector and have clearly been able to execute on an aggressive expansion and acquisition strategy all within a relatively short period of time. At our proposed Enterprise Valuation of €1.4B we believe that within the realm of possible exit scenarios an IRR of 32.6% with a 3.1x money multiple is achievable given moderate multiple expansion and conservative growth numbers. PROPOSED KEY TRANSACTION TERMS TERM Consideration Treatment of Options Tax Treatment Expected Closing Fees & Expenses €1.40 Billion SUMMARY DESCRIPTION Accelerated vesting, exception for a portion held by Ardagh Glass senior management which shall roll-over into the new company pursuant to a mutually agreeable Management Contract Taxable to Ardagh’s shareholders Q4 2008 – Effective January 1st 2008 Battcock Jenkinson Advisors (BJA) shall pay Ardagh a termination fee of $43.4M (3.1% of trans. value) if •Ardagh terminates due to a breach of BJA representation, warranty or covenant or either party terminates due to a failure to obtain the required stockholder approval Ardagh shall pay BJA a termination fee of $43.4M if •BJA terminates due to a breach by Ardagh representation, warranty or covenant •BJA terminates due to the failure to consumate the Merger by December 31, 2008 Material Adverse Changes MAC includes the following stipulations •Any change in general economic or financial market conditions •Any act of terrorism or war •Any limitation by a government authority which prohibits the extension of credit by banks or other lending institutions in the United States and United Kingdom All other associated customary covenants and restrictions set forth by legal representatives OTHER
Slide 16: APPENDIX
Slide 17: DETAILED COMPARABLES ANALYSIS COMPARABLES ANALYSIS Name ANADOLU CAM SANAYII A.S. NIHON YAMAMURA GLASS COMPANY LIMITED OWENS-ILLINOIS INCORPORATED SAINT-GOBAIN OBERLAND AG VETROPACK HOLDING SA Market Cap 453.57 149.47 6,139.22 420.32 683.18 E/D+E 0.79 0.75 0.75 1.00 0.90 EV 762.14 288.52 8,043.78 471.78 601.56 Net Debt Revenue EBITDA 151.52 50.68 871.00 92.08 115.03 Average EBIT 86.36 21.49 561.63 58.79 81.20 EV/Rev 1.46 0.61 1.55 1.01 1.53 1.23 EV/ EBITDA 5.03 5.69 9.24 5.12 5.23 6.06 EV/ EBIT 8.82 13.42 14.32 8.03 7.41 10.40 308.57 521.63 139.06 469.56 1,904.56 5,175.59 51.46 467.76 -81.63 394.10 Ardagh multiple EV net debt Equity value 2007 Revenue EBITDA 1,340.60 232.50 1.23 6.06 EBIT 106.50 10.40 ø ø ø 1,390.02 915.00 475.02 1,652.88 1,409.47 1,107.72 915.00 915.00 915.00 737.88 494.47 192.72 2007 median Enterprise Value Equity Value Revenue 1,340.60 Revenue EBITDA 232.50 EBITDA EBIT 106.50 EBIT 8.5 11 905.25 1,171.50 -9.75 256.50 net debt 915 range 1 1.3 5 6.5 2007 1,340.60 1,742.78 1,162.50 1,511.25 2007 425.60 827.78 247.50 596.25 Source: Thomson One Banker/WorldScope Financial Snapshot Report - search for SIC code 3221 (glass containers) with turnover > $200m , public companies, active
Slide 18: Discounted Cash Flow DISCOUNTED CASH FLOW ANALYSIS Profit & Loss and Cash Flow Data 2007 0 1,340.6 improvement improvement 0% Sales Sales Growth Post Transaction 2008 1 1,423.9 6.2% 2009 2 1,480.8 4.0% 2010 3 1,540.0 4.0% 2011 4 1,601.5 4.0% 2012 5 1,665.5 4.0% EBITDA EBITDA margin 0% 232.5 17.34% 256.3 18.00% 266.5 18.00% 277.2 18.00% 288.3 18.00% 299.8 18.00% Depreciation EBIT EBIT Margin % improvement 0% 126.0 106.5 7.9% 143.8 112.5 7.9% 149.6 117.0 7.9% 155.5 121.7 7.9% 161.8 126.5 7.9% 168.2 131.6 7.9% Tax Payment Tax Rate 43 40.0% 45 40.0% 47 40.0% 49 40.0% 51 40.0% 53 40.0% NOPAT Free Cash Flow Capex Change in Working Capital FCF PV(FCF) NPV (Cashflows) Perpetuity Growth Cost of Capital WACC WACCT 64 129.7 13.2 47.0 1,343.5 2% 12.61% 10.07% 67 165.0 -21.6 67.9 61.7 70 155.0 -9.7 74.5 61.5 73 120.0 0.0 108.5 81.4 76 110.0 0.0 127.7 87.0 79 110.0 0.0 137.2 1,052.0 EV Net Debt Equity Value 1,343.5 915.6 427.9 Source: Company data, JP Morgan
Slide 19: DISCOUNTED CASH FLOW SENSITIVITY ANALYSIS SENSITIVITY & WACC ANALYSIS Equi ty Va l ue EBITDA margin improvement EV EBITDA margin improvement €427.9 -2.00% Annual Revenue Growth Improvement -1.00% -0.50% 0.00% -€315.5 -€55.63 €204.28 -€234.7 €39.72 €314.16 -€151.1 €138.39 €427.90 -€64.6 €240.46 €545.56 €24.8 €345.98 €667.19 FCF Perpetual Growth 0.50% €464.18 €588.61 1.00% €724.08 €863.05 Annual Revenue Growth Improvement €1,343.5 -2.00% -1.00% 0.00% 1.00% 2.00% EV -1.00% €600.07 €680.87 -0.50% 0.00% 0.50% 1.00% -1.00% 0.00% 1.00% 2.00% Equity Value €859.97 €1,119.88 €1,379.78 €1,639.68 €955.32 €1,229.76 €1,504.21 €1,778.65 €717.41 €1,006.91 €850.65 €1,155.75 €988.41 €1,309.62 €764.49 €1,053.99 €1,343.50 €1,633.01 €1,922.51 €850.97 €1,156.06 €1,461.16 €1,766.25 €2,071.35 €940.36 €1,261.58 €1,582.79 €1,904.01 €2,225.22 FCF Perpetual Growth Tax-adjusted WACC €427.9 7.00% 8.00% 9.00% 10.07% 11.00% 0.50% 1.00% €795.94 €903.41 €1,028.79 €557.97 €635.76 €724.67 0.00% 2.00% €1,354.77 €946.93 €657.12 €427.90 €273.89 €374.12 €432.38 €218.96 €263.01 €109.44 €144.68 €497.93 €311.91 €183.44 3.00% €1,843.74 €1,258.10 Annual Revenue Growth €869.37 Improvement €576.70 €386.94 €1,343.5 0.00% 0.50% 1.00% 2.00% 3.00% 7.00% €1,711.54 €1,819.01 €1,944.39 €2,270.37 €2,759.34 8.00% €1,473.57 €1,551.36 €1,640.27 €1,862.53 €2,173.70 9.00% €1,289.72 €1,347.98 €1,413.53 €1,572.72 €1,784.97 10.07% €1,134.56 €1,178.61 €1,227.51 €1,343.50 €1,492.30 11.00% €1,025.04 €1,060.28 €1,099.04 €1,189.49 €1,302.54 WEIGHTED-AVERAGE COST OF CAPITAL ANALYSIS Input Risk-free rate Unlevered Beta Market Risk Premium Cost of Equity (unlevered) Cost of Equity (levered) WACC T 5.00% 0.82 5.50% 9.50% 17.87% 10.07% Capital Structure D/V E/V Tax Rate Cost of Debt (rD) WACC 65% 35% 40% 9.78% 12.61% 10.07% 5.00% Cost of Debt 6.00% 7.00% 8.00% 9.78% 10.00% Risk-free rate 5.00% 6.00% 8.20% 8.55% 8.59% 8.98% 9.37% 10.07% 10.15% 8.94% 9.33% 9.72% 10.42% 10.50% 7.00% 8.90% 9.29% 9.68% 10.07% 10.77% 10.85% Source: Company data, JP Morgan
Slide 20: PRECEEDING TRANSACTIONS DETAILED ANALYSIS Value of Transaction ($mil) 41.15 13.00 35.37 75.80 63.98 17.50 14.52 877.58 3.84 462.45 196.14 3.54 79.66 117.60 15.91 20.15 95.75 11.89 311.35 11.76 1,514.67 0.46 1.35 112.14 5.96 PRECEDING TRANSACTIONS Target Name Reinhold Industries Inc LCTH Corp Bhd Rotonics Manufacturing Inc First Engineering Ltd Rengo Co Ltd Tsutsunaka Plastic Industry Co Medi-Flex Ltd Consol Ltd PPK Group Ltd PW Eagle Inc Stedim Biosystems SA Fukuvi Chemical Industry Stedim Biosystems SA Bemis Co Inc First Engineering Ltd Ess Dee Aluminium Ltd Nefab AB CMA Corp Ltd Zhejiang Supor Cookware Co Ltd Lanxess ABS Ltd Metal Management Inc Asahi Printing Co Ltd Infotrek Syscom Ltd Hung Hing Printing Group Ltd Vista Group PLC Acquiror Name Jordan Co LP Fu Yu Investment Pte Ltd Rotonics Holding Corp Affinity Precision(S)Pte Ltd Rengo Co Ltd Sumitomo Bakelite Co Ltd Investor Group Newshelf 809(Pty)Ltd PPK Group Ltd J-M Manufacturing Co Inc Sartorius AG Nagase & Co Ltd Sartorius AG Bemis Co Inc Affinity Precision(S)Pte Ltd Morgan Stanley NPNC Intressenter AB Transpacific Inds Grp Ltd SEB Internationale SAS INEOS ABS(Jersey)Ltd Sims Group Ltd Asahi Printing Co Ltd Bennett Coleman & Co Ltd CVC Capital Partners Asia III Purple Spot Ltd Date Announced 02/11/2006 05/01/2007 29/08/2006 08/12/2006 13/12/2006 26/12/2006 12/10/2006 19/12/2006 19/09/2006 15/01/2007 21/02/2007 13/07/2007 21/02/2007 31/07/2007 27/04/2007 08/08/2007 27/08/2007 25/10/2007 10/08/2006 29/06/2007 24/09/2007 30/05/2007 11/04/2008 28/04/2008 02/03/2008 Target TF Mid Description Other Materials Containers & Packaging Other Materials Other Materials Containers & Packaging Other Materials Other Materials Containers & Packaging Containers & Packaging Other Materials Containers & Packaging Other Materials Containers & Packaging Containers & Packaging Other Materials Containers & Packaging Containers & Packaging Other Materials Containers & Packaging Other Materials Other Materials Containers & Packaging Other Materials Containers & Packaging Containers & Packaging average median Enterprise Value / Enterprise Value / Enterprise Value / Net Sales EBITDA EBIT 0.897 0.474 0.774 1.164 0.888 0.318 0.747 2.562 4.582 0.621 3.515 0.203 3.515 1.030 0.928 9.037 1.554 0.395 9.040 0.593 0.665 0.625 2.030 0.586 0.562 1.89 0.89 3.824 3.088 6.398 4.954 8.862 5.473 5.355 8.594 16.379 3.951 19.186 np 19.186 7.512 4.766 33.233 13.709 5.247 95.593 6.170 8.924 5.330 88.398 4.388 4.252 15.95 6.28 4.167 4.662 10.174 6.701 18.530 14.607 8.939 12.276 127.425 4.383 28.020 4.480 28.020 10.857 7.088 34.153 18.092 7.258 121.927 8.694 10.692 7.830 99.243 6.260 6.368 24.43 10.17 range Enterprise Value Equity Value Enterprise Value/ Enterprise Value/ Enterprise Value/ Net Sales EBITDA EBIT Net Sales EBITDA EBIT 2007 106.5 232.5 106.5 median 0.89 6.28 10.17 9 11 5.5 8.5 14 17 2007 958.50 1,171.50 1,278.75 1,976.25 1,491.00 1,810.50 2007 43.50 256.50 363.75 1,061.25 576.00 895.50 net debt 915 Source: Thomson One Banker M&A database - search for completed deals > $200m , effective date from 01/01/2007 - 31/05/2008
Slide 21: EXIT SCENARIOS EXIT MULTIPLE SENSITIVITY ANALYSIS Revenue Growth Improvement Relative to Existing Growth Projections 32.6% -2% -1% 0% 1% 2% 6.0 14.3% 18.2% 21.8% 25.2% 28.4% Exit Multiple (EBITDA) 6.5 7.0 18.5% 22.3% 22.2% 25.9% 25.7% 29.3% 29.0% 32.5% 32.2% 35.7% 7.5 25.8% 29.3% 32.6% 35.8% 38.9% 8.0 29.0% 32.4% 35.7% 38.8% 41.9%
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