Press Information Booklet. June 15, 2013

Transcription

1 Press Information Booklet June 15,

2 Mahindra + CIE Global Alliance Overview Mahindra & Mahindra (M&M), India and CIE Automotive ( CIE ), Spain enter into a global alliance in the component business Cross investment by both groups M&M to invest in CIE Automotive (Spain) CIE s Brazilian listed subsidiary Autometal to invest in the component businesses of M&M s Systech Sector (Mahindra Systech) Amalgamation of all component companies of Mahindra Systech into an India-listed component supplier with partnership of CIE (Mahindra CIE Automotive) consisting of Mahindra Systech s Automotive Components business (FY13 Sales ~ INR 4,000 Cr/EUR 580 mn) with operations in India, UK, Italy and Germany CIE s European Forgings business (CY12 Sales ~ INR 1,050 Cr/EUR 150 mn) with operations in Spain and Lithuania 2

3 Mahindra + CIE Global Alliance M&M to be a Partner at 2 levels CIE Group, Spain & Mahindra CIE Automotive, India M&M CIE Automotive Forgings Mahindra Systech Castings + Magnetics Composites Stampings Gears Mahindra CIE Automotive Limited Note: Mahindra Systech is not a legal entity All companies, listed or unlisted, will be merged into Mahindra Forgings Ltd. to be renamed as Mahindra CIE Automotive Ltd Forgings* Machining Stampings Aluminium Plastics Bio Fuels Inf. & Comm. Tech * CIE Forgings plants in Spain & Lithuania Autometal Brazil Mexico USA China Indicates transaction Indicates merger Listed company Forgings, Machining Castings, Stampings, Plastics, Painting Aluminum, Forgings, Machining, Stampings Plastics, Painting Plastics Forgings 3

4 Industry Characteristics Global presence especially in emerging economies vital for suppliers Global Product Convergence Localization Accelerating India becoming an important auto hub Passenger Vehicle platforms and standards converging globally Emerging trend in Heavy Trucks Customers seeking global suppliers for global platforms (OEMs and Tier1s) Volume growth in BRIC markets driving localization (OEMs achieving scale) Tariff regimes benefit local content CIE customers seeking local content in India Mahindra Systech customers seeking local content in Americas Local Light Vehicle output grows from 3 M (2010) to 7 M (2017) 16% of Indian car production currently exported Small car hub: Suzuki Alto, Hyundai i10, Nissan Micra Most global car & truck OEMs in India The Alliance extends the reach of CIE into India and Mahindra to the Americas and China Source: Society of Indian Automobile Manufacturers database, ACMA, McKinsey, CSM 4

5 Industry Structure As industry consolidates via acquisitions/partnerships, global presence is key 30,000 Number of Automotive OEMs ,000 10,000 Number of suppliers Supplier consolidation is faster than OEM consolidation Global presence (emerging + developed world) becoming key for suppliers Source: Boston Consulting Group, E&Y 1. Global OEMs only; local OEMs not taken into account 5

6 Rationale for Mahindra CIE Alliance Creates global alliance; realises One Systech vision M&M + CIE Creates a larger and diversified autocomponents business Systech + CIE Forge Realizes vision of OneSystech - Large listed Indian auto component company Enables global presence especially in key emerging markets Transaction Rationale Ensures larger product and technology portfolio; addresses continuously upgrading operational requirements Builds on Shared Values Supports CIE customers in India; Supports Mahindra customers in other markets 6

7 Rationale for Mahindra CIE Alliance Mahindra + CIE will be a large global component group Mahindra Systech CIE Automotive Segments Forgings, Castings, Composites, Stampings, Gears Forgings, Castings, Composites, St ampings, Roof Systems Markets India, Germany, UK, Italy NAFTA, Mercosur, Europe, China, Russia, Morocco Market Position Amongst large Indian auto comp groups with focus on : Crankshafts for Cars+UVs in India & Heavy Truck Forgings in Europe Amongst large European, Brazilian and Nafta auto component groups Size (Eur mn) 575 (FY2013) 1,647 (CY2012) EUR 1 = INR 70 7

8 Rationale for Mahindra CIE Alliance Mahindra + CIE will have presence in most key automotive markets 4W Vehicle Production Volumes 2011 vs 2017 Total Sales of the global alliance: EUR 2.2 bn/ Rs 15,000cr., of which BRIC ~40% Presence in all key markets (except Korea/Japan) Exchange Listings in India, Brazil, Spain EUR 1 = INR 70 Source: CSM A Globally Networked Auto Supplier 8

9 Rationale for Mahindra CIE Alliance Mahindra + CIE have complementary product market presence Process EU NAFTA Brazil Russia India China Stampings Forgings 1 Gears/ Machining 2 Plastics Aluminium Castings Painting Roof Sys. Composites Magnets 1. Forgings in EU largely complementary CIE serves car markets while Systech serves CV market 2. Gears/ Machining complementary Systech manufactures gears while CIE machines other components CIE Presence Systech Presence 9

10 One Systech Group Rationale for Mahindra CIE Alliance Large listed multi technology co. in India with BRIC linkages & global knowhow ONE SYSTECH + CIE FORGINGS (EUROPE) Mahindra Castings Mahindra Composites One Systech key benefits: Gears India One Systech MUSCO (Stampings) Higher value for shareholders Higher ability to capture synergies Enhanced ability to make investments Gears Europe Mahindra Forgings Greater focus on engineering for differentiation Mahindra CIE Alliance key benefits: CIE Forging IBERIA CIE Forging Lithuania Mahindra CIE One Systech Business Model/ Management Global Customers Know-How What CIE brings Access to car markets of Europe, Brazil, Mexico Large product and technology portfolio Proven and successful global business model What Systech brings Access to Indian auto market Access to truck & off road markets of Europe 10

11 Rationale for Mahindra CIE Alliance Mahindra CIE create a Global Forgings Powerhouse New Mahindra-CIE Forgings Business Mahindra Forgings India Mahindra Forgings Europe CIE Forgings Main Products Crankshafts + Steering Knuckles for cars + UVs Axle Beams and other CV Forgings Crankshafts + Spindles + Hubs for cars Key Markets Forged c/shafts for cars/ UVs in India (~1mn pcs/ yr) Commercial vehicle forgings in Europe Car c/shafts in Europe (~2.5mn pcs/ yr) Size (Eur mn) *CY2012/ FY

12 Overview of Mahindra Systech Business Overview Largest part of Mahindra s Systech Sector (~80%) FY13 Sales of ~INR 40,000 mn / EUR 580 mn 19 Manufacturing facilities in India, Germany, UK, Italy 55% of revenues from European operations Sales By Business Others 4% Financial Summary INR mn FY11 FY12 FY13 Sales: India 14,377 18,205 18,151 Sales: Europe 19,246 24,843 21,991 Sales: Total 33,623 43,048 40,142 *1 Euro = INR 70.0 Corporate Structure Systech Sector Stampings 19% Auto Components Steel Gears 13% Castings 9% Forgings 55% Listed: Mahindra Forgings (India, Germany, UK) [M&M: 53%] MUSCO Stampings (India) [M&M: 50.7%] Mahindra Composites (India) [M&M: 35.4%] Private: Mahindra Hinoday (Castings + Magnets, India) [M&M: 65%] Mahindra Gears (India) [M&M: 76.7%] Metalcastello (Gears, Italy) [M&M: 51%] [M&M: Shareholding] Engg Services Aerospace Not Part of Transaction 12

13 Overview of CIE Automotive Company Overview Listed in Spain with a significant subsidiary listed in Brazil Key business areas include forgings, machining, stampings, casting, plastics, Alu minum and painting. Locations - Europe, Brazil, Mexico, USA, China, Russia, Morocco Shareholding Pattern of CIE Financial Summary EUR Mn CY 10 CY 11 CY 12 Sales 1,591 1,840 1,647 EBITDA EBITDA margin 12.1% 12.7% 13.6% PAT Net Debt Corporate Structure Free float 21.5% T.S. 10.0% Institutions 18.5% Gestamp 25.9% Management Team / Family Office 24.4% Key Businesses: Aluminum Forgings Castings Stampings Machining Plastics Non key businesses: Biofuels IT CIE (Spain) 75% Autometal (Brazil) Sales: Eur 1,647 mn EBITDA: Eur 224 mn Market Cap: Eur 659 mn Sales: Eur 641 mn EBITDA: Eur 108 mn Market Cap: Eur 978 mn Source: Company Filings; Bloomberg, 1 EUR = 2.66 BRL 13

14 Mahindra CIE Automotive Limited How would Mahindra CIE look like on F13 numbers M&M CIE Public 20.18% 51.12% 28.70% Systech Autocomp cos. ~Rs 4000cr. Mahindra CIE CIE Forge cos. ~Rs 1000cr. Multi-Technology Platform (Rs cr.) Forgings Castings + Magnets Composites Gears Stampings ~3270 ~480 ~50 ~500 ~770 Total ~5070 * FY13 Sales in INR Crores Mahindra CIE will be a Large Listed Multi Technology Multinational Company 14

15 Transaction Structure (Step 1) CIE/Autometal to purchase stakes in MFL, MCL and MHIL CIE (Spain) 28% 75% Autometal (Brazil) 72% PIA 2 (Spain) 100% PIA 3 (Spain) 100% Share Purchase + Open Offer 79.2% Share Purchase + Open Offer 61.7% Share Purchase 64.9% Mahindra Forgings Mahindra Composites Mahindra Hinoday Industries MIIPL (1) 53.0% 30.0% 64.9% 100% M&M CIE Forgings MGIL (2) 100% *Assuming 100% open offer subscription MUSCO 50.7% (1) MIIPL holds M&M s investment in MGTPL (Gears India) (2) MGIL holds M&M s investment in MGGL which holds ~95% in Metalcastello (Gears Europe) MHL holds 5% in MCL, Mahindra Family owns 4.8% in MUSCO & 9.4% in MCL 15

16 Transaction Structure (Step 2) Mahindra CIE is created via a merger of Systech Companies & CIE Forgings M&M ~20% 13.5% 28% PIA 2 (Spain) 72 % CIE ~75% Autometal ~51% Mahindra Forgings (Europe) Mahindra CIE Automotive * Merger MUSCO Mahindra Composites Mahindra Investments (India) Mahindra Gears International. Mahindra Hinoday PIA 3 Mahindra Gears & Transmission (India) Metalcastello (Italy) CIE Forgings *Mahindra Forgings is proposed to be renamed as Mahindra CIE Automotive Mahindra Family to hold ~1% in Mahindra CIE Automotive Ltd. 16

17 Swap Ratios No of shares of MFL to be issued for every 100 shares of companies as below: Company Swap Ratio MHIL 110 MCL 90 MIIPL 17 MGIL 20 MUSCO 284 PIA

18 Estimated Timeline & Regulatory Approvals Timeline Event Estimated Dates Transaction Signing June 15, 2013 Closure of Open Offer* Oct, 2013 Receipt of High Court Approval April, 2014 *Subject to receipt of regulatory approvals Regulatory Approvals Competition Commission of India Bundeskartelamt, Germany (Anti-Trust Authority) SEBI Clearance for the Letter of Offer (Open Offer) High Court and shareholders approval for the merger 18

19 Advisors Transaction Advisor Legal Advisors Diligence Advisors S R BATLIBOI NM RAIJI Valuers providing Swap Ratios for Merger Fairness Opinion provider for Mahindra Forgings Limited Fairness Opinion provider for Mahindra Composites Limited Fairness Opinion provider for MUSCO 19

20 Thank you 20