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8-K - FORM 8-K - VISTEON CORP | d375127d8k.htm |
EX-99.1 - PRESS RELEASE OF VISTEON DATED JULY 4, 2012 - VISTEON CORP | d375127dex991.htm |
Visteon Acquisition of Remaining 30% Interest in Halla Climate Control Corporation
July 20125,
Strictly Private and Confidential
Visteon to Acquire Remaining 30% of Halla
Visteon has commenced a tender offer to acquire the 30% of Halla Climate Control Corp. it does not currently own
All-cash deal valued at approx. million USD equity value billion(913 KRW)
Approx. million value, net of cash acquired Net benefit of removing non-controlling interest accretive to EPS by ~ 25.0$
Additional accretion from operational and tax synergies ( million in first full year post completion)
Halla Climate Control Corp.
Leading automotive components company in South Korea with operations in N. America, Europe and Asia, specializing in climate control products 2011 revenues of 0.3$ billion Net cash of approx. million 70% currently owned by Visteon Remaining 30% trades on Korea Stock Exchange
Visteon Acquisition of Remaining 30% of Halla Climate Control Corporation is Natural Continuation of a 13-Year Partnership
Note: All financials in U Dollars. and U . GAAP, unless otherwise noted.
Please see appendix for important disclosures regarding Forward Looking Information and Use of Non-GAAP Financial Information
Page 2
Transaction Overview
Transaction
Purchase Price
Tender Period
Financing
Timing
Tender offer to acquire remaining 30% of Halla Climate Control Corporation
Price: 28,500 KRW (approx. 15% premium to pre-announcement stock price)
Total size: million USD
Tender period: 20 calendar days / closing on July 24th
Minimum tender threshold: 95% acceptance of total outstanding shares Tender will cancel at end of period if minimum acceptance not met
Fully committed local financing Tax-efficient local borrowing structure / denominated in KRW
Pricing approximately equivalent to existing U borrowing. costs
Tender commenced beginning morning of July 5th local Korea time
Customary de-listing process following completion of successful tender offer
Transaction Has Unanimous Support of Visteons Board of Directors
Please see appendix for important disclosures regarding Forward Looking Information
Page 3
Purchase Summary
(U.S. Dollars. in Millions, unless otherwise noted)
Purchase Price Summary (1)
Halla
Tender Price per Share (KRW) 28, 500 USD Tender Price per Share (1,135 KRW to USD) $25.1130% of Shares Outstanding (Millions) (2)32.0 Equity Value for 30% Stake $805 Less: 30% of Estimated Halla Net Cash(60) Enterprise Value for 30% Stake
$745 Enterprise Value, Including Net Cash Acquired
Excludes transaction fees and expenses.(2) 30% of total Halla shares outstanding of 106.8 million.
Please see appendix for important disclosures regarding Forward Looking Information
Page 4
Transaction Impact
Visteon Today
Own 70% of Halla Climate Control shares Significant non-controlling interest related to
Halla Climate Control
$663 million of minority interest
$62 million of net income attributable to non-controlling interest Inefficient corporate structure to Visteon shareholders due to 30% traded on the KOSPI
Visteon at 100% HCC Ownership
Simplified corporate structure optimizes operating and capex efficiency
Operational and tax synergies
$20 million in first full year post completion
Additional synergy upside potential Prudent financing structure with $680 million of cost-efficient, local financing
??$50 million of initial annual interest expense
2011 EPS Impact of Transaction
2011
Diluted EPS $1.54
Add: Net income attributable to non-controlling interest 1.02 (1)
Add: After-tax interest expense (0.75)
Sub-total $1.81
Add: After-tax synergies in first full year 0.38
Diluted EPS Adjusted for Impact of Transaction $2.19
% Accretion from Synergies 21%
(1) $62 million of total Halla net income attributable to non-controlling interest. Assumes $9 million remains post transaction.
Please see appendix for important disclosures regarding Forward Looking Information and Use of Non-GAAP Financial Information
Page 5
Transaction Aligned with Visteon Strategy
Visteon Strategy
Focus on two strongest product lines Climate and Electronics
Capitalize on strength and capture growth in emerging markets
Sharp focus on cost structure Double-digit EBITDA margins Generate positive free cash flow Leverage U.S. tax NOLs Simplify overall corporate structure
Transaction Highlights
Solidifies Visteons #2 global Climate market position
Immediately accretive to Adjusted EBITDA and EPS
$20 million of synergies in first full year
Full benefit of Climate business accrues to Visteon shareholders
Geographic alignment of debt with cash flows and enhanced cash management
Halla cash flows enable significant local debt facility paydown over the near term
Strategically and Financially Attractive Transaction
Please see appendix for important disclosures regarding Forward Looking Information and Use of Non-GAAP Financial Information
Page 6
Value Creation Opportunities with Halla
Leverage full global resources, technologies and expertise
Operational
Synergies Material, labor and overhead savings and elimination of duplicative tasks
Economies of scale (e.g. purchasing savings, design standardization)
Cash Flow Reduced capital spending through better capacity utilization
Benefits Recapture dividend payments to public float
Tax Optimizes Visteons global tax profile
Optimization Improves efficiency of global cash management
Opportunities Facilitates inclusion of Halla U.S. into Visteon U.S. consolidated tax return
Leverage full global resources, technologies and expertise
Operational
Synergies Material, labor and overhead savings and elimination of duplicative tasks
Economies of scale (e.g. purchasing savings, design standardization)
Cash Flow Reduced capital spending through better capacity utilization
Benefits Recapture dividend payments to public float
Tax Optimizes Visteons global tax profile
Optimization Improves efficiency of global cash management
Opportunities Facilitates inclusion of Halla U.S. into Visteon U.S. consolidated tax return
First Full Year Synergies of $20 Million
Please see appendix for important disclosures regarding Forward Looking Information
Page 7
Halla Climate Control Corporation Overview
Strictly Private and Confidential
Halla Climate Control Corporation
Overview Leading automotive components company in South Korea with operations in North America, Europe and Asia
Develops and manufactures automotive climate control products, including air-conditioning systems, modules, compressors and heat exchangers
70% owned by Visteon with remaining 30% trading on Korea Stock Exchange
Strong Product Portfolio
HVAC System Front-End Module Compressor
Radiator Evaporator Core Heater Core
Condenser Intercooler Controller
Technology Leader with Complete Climate Solution
Page 9
Halla Financial Overview
(U.S. Dollars and U.S. GAAP)
Strong Footprint Growing Sales
2011 Sales $3.0 Billion $3.0B
$2.0B
Employees 6,600 $1.3B
Climate 14
Facilities
2005 2008 2011
2011 Sales Breakdown
By Region By Customer
Europe Other
12% 18%
S. Korea
N. America 35%
14%
10% 72%
Rest of Asia
39%
Established Global Business with Strong Track Record of Growth
Note: Sales, employees and facilities represent 2011 actuals.
Page 10
2015 Visteon Climate EBITDA Margin Target
2015 margin target of 13% for Visteon Climate product line
Achieved by leveraging full global Halla and Visteon resources, technologies and expertise
Key initiatives:
Direct materials
Product costs
Global engineering
Corporate support functions
Information technology
13.0% (1)
(1) |
|
8.9%
2011 2015
Actual Target
Global Savings and Synergies Help Drive Best-in-Class Adjusted EBITDA Margins
(1) Represents fully-allocated Adjusted EBITDA (i.e. includes allocation of Visteon central costs based on sales), before equity in affiliates and deduction for non-controlling interests.
Please see appendix for important disclosures regarding Forward Looking Information and Use of Non-GAAP Financial Information
Page 11
Transaction Summary
Solidifies Visteons #2 global Climate market position Immediately accretive to Adjusted EBITDA and EPS $20 million of synergies in first full year
Full benefit of Climate business accrues to Visteon shareholders
Geographic alignment of debt with cash flows and enhanced cash management
Halla cash flows enable significant local debt facility paydown over the near term
Please see appendix for important disclosures regarding Forward Looking Information and Use of Non-GAAP Financial Information
Page 12
Appendix
Strictly Private and Confidential
Transaction Structure / Financing
Summary Transaction Structure
Visteon
Corporation
Local Tender
100% Offer Financing
Korean
Acquisition
Company
70% Minority Halla
30% Shareholders
Halla Climate
Control
Corporation
Financing
Visteon has obtained fully committed local financing for the transaction y
The tender offer is contingent upon a 95% minimum threshold
Ensures tender closes in only the event of most efficient pro forma ownership structure y
Tender period is 20 days, after which a successful tender would lead to standard delisting process
Strong Halla cash flows enable significant paydown of facility in 3-5 years
Other Considerations
Korean tender rules prohibit tender conditionality based on local / macro market changes
Accordingly, Visteon has entered into a hedge against severe downside in the market during the tender period
Please see important disclosures regarding Forward Looking Information
Page 14
Halla Ownership Structure
70%
100%
U.S.
Canada Beijing CN
(HCC 80%, BAIC 20%)
Dalian CN
India Jinan CN
(HCC >99%, Geely <1%)
Portugal
Shanghai CN
Slovakia
Thailand
Turkey
11 Different Operations Outside of Korea
Page 15
Use of Non-GAAP Financial Information
Throughout this presentation, the Company has provided information regarding certain non-GAAP financial measures. These measures include Adjusted EBITDA. Adjusted EBITDA represents net income (loss) attributable to Visteon, plus net interest expense, provision for income taxes and depreciation and amortization, as further adjusted to eliminate the impact of asset impairments, gains or losses on divestitures, net restructuring expenses and other reimbursable costs, certain non-recurring employee charges and benefits, reorganization items, and other non-operating gains and losses.
Management believes Adjusted EBITDA is useful to investors because it provides meaningful supplemental information regarding the Companys operating results because the excluded items may vary significantly in timing or amounts and/or may obscure trends useful in evaluating and comparing the Companys continuing operating activities. Management uses this measure for planning and forecasting in future periods. Adjusted EBITDA is not a recognized term under accounting principles generally accepted in the United States and does not purport to be an alternative to net earnings (losses) as an indicator of operating performance or to cash flows from operating activities as a measure of liquidity. Because not all companies use identical calculations, this presentation of Adjusted EBITDA may not be comparable to other similarly titled measures of other companies. Additionally, Adjusted EBITDA is not intended to be a measure of cash flow available for managements discretionary use, as it does not consider certain cash requirements such as interest payments, tax payments and debt service requirements.
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Forward-Looking Information
This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not guarantees of future results and conditions but rather are subject to various factors, risks and uncertainties that could cause our actual results to differ materially from those expressed in these forward-looking statements, including, but not limited to, your ability to satisfy future capital and liquidity requirements; including our ability to access the credit and capital markets at the times and in the amounts needed and on terms acceptable to us; our ability to comply with financial and other covenants in our credit agreements; and the continuation of acceptable supplier payment terms; your ability to satisfy pension and other post-employment benefit obligations; your ability to access funds generated by foreign subsidiaries and joint ventures on a timely and cost effective basis; conditions within the automotive industry, including (i) the automotive vehicle production volumes and schedules of our customers, and in particular Fords and Hyundai-Kias vehicle production volumes, (ii) the financial condition of our customers or suppliers and the effects of any restructuring or reorganization plans that may be undertaken by our customers or suppliers or work stoppages at our customers or suppliers, and (iii) possible disruptions in the supply of commodities to us or our customers due to financial distress, work stoppages, natural disasters or civil unrest; yew business wins and re-wins do not represent firm orders or firm commitments from customers, but are based on various assumptions, including the timing and duration of product launches, vehicle productions levels, customer price reductions and currency exchange rates; general economic conditions, including changes in interest rates and fuel prices; the timing and expenses related to internal restructurings, employee reductions, acquisitions or dispositions and the effect of pension and other post-employment benefit obligations; increases in raw material and energy costs and our ability to offset or recover these costs, increases in our warranty, product liability and recall costs or the outcome of legal or regulatory proceedings to which we are or may become a party; and those factors identified in our filings with the SEC (including our Annual Report on Form 10-K for the fiscal year ended December 31, 2011).
Caution should be taken not to place undue reliance on our forward-looking statements, which represent our view only as of the date of this presentation, and which we assume no obligation to update.
Page 17
visteon
www.visteon.com