Attached files

file filename
EX-99.1 - EXHIBIT 99.1 - EnerSysex99-1.htm
EX-2.1 - EXHIBIT 2.1 - EnerSysex2-1.htm
8-K - ENERSYS FORM 8-K - EnerSysenersys8k.htm
Exhibit 99.2
 

 we are proud to be EnerSys  29 October 2018  EnerSys to Acquire Alpha Group A Compelling Combination, Providing a Full Suite of Power Solutions 
 

 Forward-Looking Information  This presentation includes forward-looking statements and/or information, which are based on the Company’s current expectations and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to materially differ from those anticipated. Such risks include, among others, risks associated with competitive actions, technology development and implementation, intellectual property infringement, failure to integrate acquired businesses, penetration of existing markets, expansion into new markets, hiring and retaining high quality management and key employees and general economic conditions including the risks described in the Company’s most recent annual/quarterly report, as applicable, on Form 10-K/10-Q respectively, filed with the SEC, along with other unforeseen risks. Nothing that we say today should be interpreted as an update to the information or guidance that we provided in our most recent investor call, our most recent quarterly/annual report, as applicable, on Form 10-Q/10-K respectively, filed with the SEC, and our current reports filed with the SEC on Form 8-K since such quarterly/annual report. 
 

 A Uniquely Compelling Acquisition  North American leader in commercial-grade energy solutions for the broadband, telecom, and industrial markets, with strongly recognized brands  Provides immediate material market share to attractive secular megatrends AND establishes an additional long-term growth platform  Enables EnerSys to become the sole fully-integrated power and energy storage solution provider  Complementary financial profile – accretive to near term growth and margins  Compelling value creation through more than $25mm of annual run-rate synergies   Immediately accretive to earnings; EnerSys retains strong balance sheet 
 

 Key Transaction Terms  Structure & Consideration  EnerSys to acquire Alpha Group (“Alpha”) from its founders in a cash and stock transaction $750mm1 total consideration, or 11x LTM EBITDA pre-synergies (8x including run-rate synergies2)$650mm in cash consideration, funded with existing cash and credit facilities and new debt$100mm in stock consideration, issued to Fred Kaiser, founder of Alpha  Management  Drew Zogby to lead the division as President, post transactionKey Alpha management to remain with the business on retention plans  Expected Transaction Benefits   Accelerates revenue growth, and establishes additional platform for long-term growthCombined LTM revenue of over $3.2 billion and adjusted EBITDA of ~$422 mm2, or ~13% marginOver $25mm of identified run-rate cost and revenue synergiesTransaction immediately accretive to earnings in FY 2019 (before one-time acquisition costs)   Timing and Closing Conditions  Completion subject to antitrust clearances and other customary conditionsClosing expected by year end   Total consideration subject to regular working capital adjustmentsIncludes full run-rate synergies of over $25mm 
 

 Alpha at a Glance  Provider of highly integrated power solutions and services to Broadband, Telecom, Renewable and Industrial customers Industry leading reputation and brand with end-to-end power solutionsU.S. market leader with global blue-chip customer base across diverse, global and growing end marketsConsistent growth, profitability and cash flow generation  Alpha's Value Proposition  ¹ Displays breakdown for FY2017.  Revenue by Segment¹  Revenue by Solution¹  Blue Chip Customers    Key Financial Highlights  $591mmLTM Jun-2018 Revenue  11%LTM Jun-2018 Adj. EBITDA Margin  1,000+Customers  >100CountriesSold Into  20%Jun-17 to Jun-18LTM Revenue Growth  Revenue by Geography¹                                Renewable  Industrial  Telecom                                                            Broadband  Product      Services    U.S.  Canada          RoW  Largest Broadband Operators  Multi National Industrial OEM  Largest Mobile Network Operators   
 

 Strong Position in Broadband and Telecom  ¹ As of December 31, 2017, Includes Product and Service Revenue.              Broadband(71% of Revenue)1  Telecom(15% of Revenue)1  Renewable(8% of Revenue)1  Industrial(6% of Revenue)1  Serving Broadband and Internet Providers GloballyProviding products and services to support Outside Plant, Facility and Fiber Network Equipment        Serving all major Telecommunication providers Nationwide in the U.S.Supporting Line Power, Central Offices, Small Cell and Base Station Power needs  Serving residential and non-residential renewable energy providersSupporting energy production, storage, engineered systems and management  Serving indoor and outdoor private and public industrial customersProviding key backup solutions for Smart City and Internet-of-Things enabled infrastructure 
 

 Alpha Benefits from Favorable End Markets                        Source: Cisco, Small Cell Forum, Future Market Insights, Morgan Stanley Research, Fiber Broadband Association  Changes in Infrastructure  Applications, Data & Speed    Drive    Headend and Outside Plant infrastructure upgrades to support DOCSIS3.1 expected to take 5+ years and require billions in spending FTTx will continue to grow at a 14% CAGR through 2027 for a total market size of $37BNSmall cells expected to reach >5mm by 2021Global 5G rollout expected to last until 2040 for a cumulative spend of $225bn  All Initiatives that Require More Power Solutions & Services  Global IP Traffic (Exabytes per Month)  Billions of Connected Devices 
 

 Two Highly Complementary Businesses  Mission  Powering the Future – Everywhere for EveryoneThe global leader in stored energy solutions for industry  Keep the world working by delivering solutions that meet today’s and future power challenges  LTM Net Revenues1  $2,630mm  $591mm  Adjusted LTM EBITDA / Margin1  $330mm / 13%  $67mm / 11% ($92mm, 16% incl. synergies2)  Distinctive Capabilities  Advanced lead-acid battery capabilities, global manufacturing capabilities, global services and support capabilities  Platform designs for inverters, rectifiers and gateway devices  Key End Markets  Industrial Forklifts, Telecom, UPS, Fleet, Medical, Utility, Transportation, Government, Aerospace, Defense and other  Broadband, Telecom & Wireless, Renewable Energy, Industrial  Customers  Diversified dealers / OEMsEnd users  Broadband operators and wireless tower and small cell operators  Employees  ~9,600  ~1,300      1 LTM figures are as of 30-Jun-20182 Includes full run-rate synergies of over $25mm  Two highly complementary platforms poised for synergy and growth acceleration 
 

 Attractive Synergy Opportunity  Estimated Annual Run-rate Synergies of $25mm+ by 2021+  FYE-March  Approximate Synergy Breakdown by Type  Builds on EnerSys’ Existing $25mm Annual Savings Programs  Alpha management fully-retainedEnerSys has significant expertise in successfully integrating acquisitionsManagement teams have been cooperating in developing joint plan for a smooth integrationRevenue synergies to consist of incremental sales from integrated DC solutions and improvement of salesforce productivityCost synergies to be achieved by eliminating redundancies and increasing manufacturing scale100% of run-rate synergies to be achieved within two years of close  Key Elements of Integration 
 

 Pro Forma Financial Impact      FY 2016-18A Revenue CAGR  LTM EBITDA Margin  2019E Earnings Per Share1  Net Debt / LTM EBITDA  +  +  +  +  1 Per IBES median estimates2 Includes full run-rate synergies3 Includes 50% run-rate synergies  ~70 bps CAGR increase  ~50 bps margin expansion  2 
 

 Summary of Transaction Benefits  North American leader in commercial-grade energy solutions for the broadband, telecom, and industrial markets, with strongly recognized brands    A uniquely attractive platform for growth for ENS  Provides immediate material market share to attractive secular megatrends AND establishes an additional long-term growth platform      Enables EnerSys to become the sole fully-integrated power and energy storage solution provider      Complementary financial profile – accretive to near term growth and margins      Compelling value creation through more than $25mm of annual run-rate synergies       Immediately accretive to earnings; EnerSys retains strong balance sheet