Brice de La Morandière
Contemplated voluntary public tender offer on Sperian Protection
31 March 2010
1
Proposed transaction
Key terms of the offer
ƒ Cinven expressed its intention to acquire, via
a holding company, a minimum of 57% of
Sperian share capital through a voluntary
public tender offer at €701 per Sperian share
ƒ Signed agreements between Cinven, Essilor
and Mrs Dalloz
ƒ Essilor and Mrs Dalloz will contribute their
respective 15% and 13% stakes in Sperian
to the holding company based on a price of
€70 per share, provided that at least 28% of
share capital is tendered to the offer
ƒ Sperian’s Board of Directors on March 31st,
2010 confirmed the friendly nature of the offer
ƒ It corresponds to Sperian growth strategy
and provides immediate exit opportunity to
minority shareholders at a significant price
premium
Shareholding structure post transaction
Essilor
≤ 26% 2
Mrs Dalloz
Cinven
≤ 23% 2
Management
> 50% 2
≤ 1% 2
Holding
(Menelas France SAS)
≥57%
≤43%
Sperian
Free float
Notes
1 Dividend attached
2 Depends on success rate of the offer
ƒ Exclusivity granted to Cinven
2
Rationale of the transaction for Sperian and its minority
shareholders
For minority shareholders
Exit opportunity at significant
premium
ƒ Implied premium of 16% to 33% on
recent share prices
ƒ Implied equity multiples of 9.0x
EBITDA 09 and 12.0x EBIT 09
For Sperian
A financial support to implement its
growth strategy
ƒ Adhere to growth strategy
supported by Essilor and Mrs.
Dalloz
ƒ An experienced investment fund
aligned with Sperian’s
management strategy
3
Reference leadership requires financial support
End-customer
Innovation
Need for
financial
support
Mobilisation
Vertical markets with high growth potential
…by investing
in organic
growth
initiatives
…by investing
in external
growth
opportunities
Developing countries
4
Rationale for Sperian’s shareholders (1/3)
Premiums on Sperian recent share prices
205.1%
31.4%
Offer price:
€70
32.5%
23.7%
15.7%
13.1%
Spot (30/03/10) 1-month average 3-month average 6-month average
€60.5
€56.6
€53.3
€52.8
1-year high
1-year low
€61.9
€22.9
16% to 33% premium on recent share prices
5
Rationale for Sperian’s shareholders (2/3)
Share price evolution - 2 years
(€)
100
85
Sperian performance on a 2-year period
(17% )
SBF 120 performance on a 2-year period
(14% )
Offer Price: €70
70
55
40
25
10
Mar-08
Jun-08
Sep-08
Dec-08
Sperian
Mar-09
Jun-09
Sep-09
Dec-09
Mar-10
SBF 120
6
Rationale for Sperian’s shareholders (3/3)
Implied offer multiples
EBITDA 09: €85m
EBIT 09: €64m
Net income 09: €19m
28.5x
Implied equity value (@70€): €532m
Implied enterprise value (@70€): €766m¹
12.0x
Offer implied multiples
9.0x
6.4x
13.5x
7.7x
Average 2006-2010
historical multiples²
VE / EBITDA
09
VE / EBIT 09
P/E 09
Notes
1
Including €216m of net debt and €18m of factoring as of 31/12/2009
2
Average of Sperian historical trading multiples in March 2007, March 2008, March 2009 and March 2010
7
Cinven: an appropriate shareholder for Sperian
Cinven: an experienced financial sponsor
ƒ Leading European private equity fund founded in 1977
ƒ €60bn completed transactions
ƒ Cinven fund IV: €6.5bn under management
ƒ Presence in France since 1997 with 10 transactions completed
Support to the management strategy
ƒ Support to management strategy for Sperian in terms of organic growth as well as
external growth
8
Indicative timetable
31st March
•
Signing of the agreements between Cinven, Essilor and Mrs Dalloz
Filing with the French Ministry of Economy, Industry and Employment
Before end
of April
•
•
•
Fairness opinion from independent expert (3 weeks)
Approval of potential new shareholder by Sperian financing banks
Signature of the Tender Offer Agreement
End of April
•
•
Board’s final recommendation on Cinven’s offer
Filing by Cinven of its tender offer to Autorités des Marches Financiers
[Beginning of
June]
•
Approval from the French Ministry of Economy, Industry and
Employment
D
[Beginning of
June]
•
Opening of the tender offer for 25 trading days
D+25
[Mid-July]
•
End of the tender offer / offer results
Preparatory
period
Offer period
9
Appendix
Terms of Cinven offer
Structure
Conditions precedent
ƒ Voluntary public offer launched by Menelas
France SAS, holding company created by
Cinven
ƒ Before notification to AMF
ƒ Shares owned by Essilor (15.05%) and Mrs
Dalloz (13.21%) will be contributed to Menelas
France SAS based on a price of €70 per share
if offer is successful
ƒ Financing: 100% in equity; no additional debt
at Sperian level as well as Menelas France
level
Price & Other
ƒ Offer price: €70, dividend 2009 (€1.0) attached
ƒ Approval of new shareholder by financing
banks
ƒ Fairness opinion on offer price by
independent expert
ƒ Final recommendation of Sperian’s board
ƒ After notification to AMF
ƒ Approval from Ministère de l’Economie, de
l’Industrie et de l’Emploi on foreign
investments
ƒ Minimum threshold of 57%, including shares
contributed by Essilor and Mrs Dalloz
(directly and indirectly)
ƒ Offer is not subject to anti-trust approval, even
though Menelas will notify the transaction to
anti-trust authorities
ƒ Management will be offered to invest in
Menelas upon certain conditions
ƒ No squeeze-out contemplated
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