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SAINT-GOBAIN TO ACQUIRE GCP APPLIED TECHNOLOGIES

SAINT-GOBAIN TO ACQUIREGCP APPLIED TECHNOLOGIESD ecember 6, 20212 GCP acquisition fully aligned with SAINT-GOBAIN vision and strategyEstablish a leading position worldwide in construction chemicalsStrengthen Group presence in North America and Asia PacificA growth-driven and highly value-creating acquisitionfor SAINT-GOBAIN shareholders and customers3C o m b i n e d , S a i n t-G o b a i n a n d G C P o f f e r a h i g h l y c o m p r e h e n s i v e p o r t f o l i o o f s o l u t i o n s a v a i l a b l e t o d e c a r b o n i z e c o n s t r u c t i o nConcrete admixtures Cement additivesBuilding envelopefrom foundation to STRONG PERSPECTIVES IN ALL GEOGRAPHIESS ustainabilityin mature marketsCarbon reductionx3in additives x3-5 in additives SUSTAINABILITYPERFORMANCEwURBANIZATIONAN D INFRASTRUCTURE NEEDSCIRCULARECONOMYA ggregate shortageLOW-CARBONCEMENT & CONCRETES ignificant reduction of concrete CO2emissions COST EFFECTIVENESSPRODUCTIVITYAN ATTRACTIVE emerging marketsReady-mix penetrationUp to 90% low carbon concrete by 2030 From 0 to 70% penetration of ready-mix concrete5

Dec 06, 2021 · Technologies Inc. (“GCP”) and the combined company that will result from the completion of the pending acquisition of GCP by Saint-Gobain (the “Merger”), the agreement providing for the Merger (the “Merger Agreement”), and the Merger transaction. Forward-looking statements are generally identified by the use of the words

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Transcription of SAINT-GOBAIN TO ACQUIRE GCP APPLIED TECHNOLOGIES

1 SAINT-GOBAIN TO ACQUIREGCP APPLIED TECHNOLOGIESD ecember 6, 20212 GCP acquisition fully aligned with SAINT-GOBAIN vision and strategyEstablish a leading position worldwide in construction chemicalsStrengthen Group presence in North America and Asia PacificA growth-driven and highly value-creating acquisitionfor SAINT-GOBAIN shareholders and customers3C o m b i n e d , S a i n t-G o b a i n a n d G C P o f f e r a h i g h l y c o m p r e h e n s i v e p o r t f o l i o o f s o l u t i o n s a v a i l a b l e t o d e c a r b o n i z e c o n s t r u c t i o nConcrete admixtures Cement additivesBuilding envelopefrom foundation to STRONG PERSPECTIVES IN ALL GEOGRAPHIESS ustainabilityin mature marketsCarbon reductionx3in additives x3-5 in additives SUSTAINABILITYPERFORMANCEwURBANIZATIONAN D INFRASTRUCTURE NEEDSCIRCULARECONOMYA ggregate shortageLOW-CARBONCEMENT & CONCRETES ignificant reduction of concrete CO2emissions COST EFFECTIVENESSPRODUCTIVITYAN ATTRACTIVE emerging marketsReady-mix penetrationUp to 90% low carbon concrete by 2030 From 0 to 70% penetration of ready-mix concrete5

2 TWO-STEPLOGICAL STRATEGIC INITIATIVES TO BUILDA LEADING POSITION WORLDWIDE IN CONSTRUCTION CHEMICALS12 Strengthen our presence in North America, Latin America, and Asia-PacificEnrich our growth platform in construction chemicals, notably in Europe and Middle-East Africa6>$1bn2022 ESales(1)$170m2022E EBITDA(1)~1,800 Employees50 Manufacturing Plants38 CountriesA GLOBAL PLATFORM WITH LEADING SOLUTIONS IN: Concrete admixtures Cementadditives Building envelope and roofing membranes Infrastructure and foundation waterproofingNorth America56%Latin America5%EMEA19%Asia Pacific20%SALES BY REGIONC oncrete admixturesCement additivesRoofing membranesWaterproofing membranes(1) 2022E based on SAINT-GOBAIN estimates 17%2022E EBITDA margin(1)7 GCP legacy issuesChanges in progressLack of stability in top leadership (corporate)Lower top line growth vs.

3 Industry peers Margin erosion due to unprecedented inflation and high level of SG&ATurnaround plan in motion with refreshed leadershipCustomer experience improvementOn-going cost rationalization planincl. shift of HQWhat SAINT-GOBAIN brings Experiencedand stable management team withdeepexpertise Strongtrack-record of profitable growthin NorthAmerica SuccessfulM&A integrationin the last threeyears Well-identifiedareas of improvementin R&D, operations, and value-addedofferings Variouscross-sellingopportunities Talent attraction and retention Robustsales processesand rigorousprice-costmanagement Solid costsynergies withChryso(incl. vertical integration) and CertainTeed8> plantsLATIN AMERICA36 plantsASIA PACIFIC27 plantsEMEA125 plants9+~ plants> plants+NORTHAMERICA4plants(+4)LATIN AMERICA36 plantsASIA PACIFIC34 plants(+7)EMEA148 plants(+23)10++~ plants> plants~ plantsCombined> 4bn272 plants++NORTHAMERICA> plants(+16)LATIN AMERICA> plants(+7)ASIA PACIFIC~ plants(+18)EMEA~ plants(+9)11 HIGH PERFORMANCE SOLUTIONSNORTH AMERICANREGIONC oncrete admixturesCement additivesRoofing membranesWaterproofing membranesRevenue ~$250m 24% EBITDA margin(1)Revenue ~$750m 14% EBITDA margin(1)GLOBAL TECHNOLOGYANDOPERATIONSLOCAL CUSTOMERSAND SALES CHANNELS(1)

4 2022E based on SAINT-GOBAIN estimates 12A leader in concrete admixtures in North America#1 in cement additives worldwideWorldwide footprint with 44 plants and regional development labs(1)Strong profitable positions in Asia and Latin AmericaVery broad product offering & strong IP portfolioVerifi: advanced IoTconcrete management solution(1) Including41 plants and 3 developmentlabs13 VERIFI unit installedon a customertruckValue proposition UNIQUEon the market Concrete performance monitoring within truck Complete solution including consulting services First mover on IoToffering in building materials Multiple PATENTS On-going deployment in Europe and Asia-Pacific REDUCE concrete CO2emissions by optimizing raw materials used and avoiding waste LARGESTDATABASE of fresh concrete properties14 Complementary footprint will increasepresencein North America,Latin America.

5 And Asia-Pacific+Additives & admixtures34 Production sites19 Countries75 Production sites38countriesNorth America12%Asia-Pacific8%Middle-East and Africa32%Europe48%North America29%Latin America4%Asia-Pacific20%Middle-East and Africa15%Europe32%GCP additives and admixtures industrial sitesChryso industrial sitesNORTH AMERICALATINAMERICAASIA-PACIFIC+ 36 Weber plants+ 27 Weber plants(1) Including6 in EMEA(1)15 Sales CAGR2018-2021 Chrysohas an outstandingtrack-record of profitable growthChrysohas well-identified levers to improveGCP performance and profitabilityChrysoGCP*AverageEBITDA margin2018-202120%13%>10pts EBITDA margindifferencein severalcountries incl. 3 major, thanksto leanerSG&A, vertical integrationand premium value proposition+8%-5%ChrysoGCP*.

6 Outstandinggrowthtrajectoryin bothmature and emergingmarketsVertically integrate polymers production to drive cost competitivenessBenefit from Chrysostable and highly experienced management teamBenefit from Chrysopolymer know-how and R&D capabilities to rejuvenate product offering and accelerate innovationLeverage Chrysosales processes, customer loyalty, and value-added positioning of the offer* Admixtures and additives16A leader in waterproofingStrong profitability in North America24% EBITDA marginLeading fire-proofing product with best ease of applicationA leader in roofing underlaymentHighlyspecification-driven with top-of-mind brandsProducts renowned for superior ease of application17(1) LTM as of June2021#1 in building materials in the US$ (1)20%EBITDA(1)>10%CAGR 18-21 ELeverage CertainTeed scale tobring cross-selling opportunitiesStrong top-line synergies with CertainTeed residential offerLeverage GCP for CertainTeed growth in commercial and infrastructure Leverage CertainTeed architectural organization Offer CertainTeed Fa adesystems Develop CertainTeedRoofing systems Leverage strong basis of design & technical salesorganization Top-to-bottom water protection (commercial roofing / foundation and fa ade)

7 Leverage material synergies with gypsumSameroute-to-market Unlock Monokotefire-proofing expansion across all regions of North America181 Strengthening leadership positionsNotably North America and AsiaOffer enrichment & value chain enhancementLight & sustainable construction, technology solutions for the industry2(1) SAINT-GOBAIN Capital Markets Day held on 6 October 2021 Value creation by Year 3following the closing of the transactionROCE > WACCS trong balance sheet and solid net debt / EBITDAC lear investmentcriteria192552738085 Year 1 Year 2 Year 3 Year 4 Year 5 Top-line synergiesPurchasing and Industrial OptimizationCorporateTotal synergies (excl. Implementation costs) EBITDA impactIn $mTop-line synergies Cross-selling synergies between GCP and SAINT-GOBAIN (CertainTeed, Weber, Chryso)Purchasing and industrial optimization Economies of scale on procurement Raw materials optimization $26m, including backward integration of polymerization Manufacturing footprint optimization Logistics optimization Public company listingcosts Global administrative andcorporate cost savingsCorporateCost synergies35133726%ChrysoSG&A (% of sales)CertainTeedGCP19%8%20 Cross-sell GCP offer to large contractors in EMEA, APAC, LATAMC ross-sell synergies in residential exterior products (roofing, siding)

8 Combined GCP / CertainTeed offer for commercial and infrastructure projectsLeverage CertainTeed gypsum and Weber footprint to expand Monokote salesScreed* development in North AmericaLeverage Chryso R&D and cross-sell innovations in GCP regionsADDITIONAL POTENTIAL OF SYNERGIES: $100m additional sales*Screed: smooth and level under-flooring surface21(1) As of 30 November 2021, on Bloomberg (last trading day before market rumor)(2) 2022E EBITDA of $170m based on SAINT-GOBAIN estimates FINANCIAL TERMS $32 per share in cash, of 39% over the 30-day VWAP(1) Enterprise value of $ , 2022E(2)EBITDA multiple, including full synergies ($85m) Value creation by Year 3 EPS accretive by Year 1 before synergiesFINANCING acquisition financed fully in cash Limited impact on net debt to EBITDA ratio (+ ) Expectingno change in current S&P BBB and Moody s Baa2 credit ratings Cash merger agreement signed Undertakings obtained from Starboard and Standard Investments (formerly known as 40 North)

9 / Standard Industries to vote their respective stakes of and in favor of the transaction. Closing expected by year-end 2022, subject to GCP APPLIED TECHNOLOGIES shareholders approval and regulatory approvalsTRANSACTION PROCESS22 Strengthen Group presence in North America and emerging marketsA growth-driven andvalue-creating acquisition for SAINT-GOBAIN s shareholders and customersEstablish a leading position worldwide in construction chemicalsVery solid team ready & committed to deliver strong value creationSAINT-GOBAIN TO ACQUIREGCP APPLIED TECHNOLOGIESD ecember 6, 202124 This document contains forward-looking statements with respect to the financial condition, results, business, strategy, plans and outlook of SAINT-GOBAIN , GCP APPLIED TECHNOLOGIES Inc.

10 ( GCP ) and the combined company that will result from the completion of the pending acquisition of GCP by SAINT-GOBAIN (the Merger ), the agreement providing for the Merger (the Merger agreement ), and the Merger transaction. Forward-looking statements are generally identified by the use of the words expect , anticipate , believe", "intend", "estimate", "plan" and similar SAINT-GOBAIN believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions as at the time of publishing this document, investors are cautioned that these statements are not guarantees of future performance, results or occurrences. Actualperformance, results and occurrences may differ materially from the forward-looking statements as a result of a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and are generally beyond the control of SAINT-GOBAIN , including but not limited to the risks described in the Risk Factors section of SAINT-GOBAIN s Universal Registration Document available on its website ( ) and the following factors: the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger agreement .


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