Mergers and Acquisitions: Growth Value in Uncertain Times. Milan, June 5 th 2013

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1 Mergers and Acquisitions: Growth Value in Uncertain Times Milan, June 5 th 2013 BOCCONI CAREFIN, June 5 th

2 Global Cables Reference Market World-Wide Cable Reference Market Size, Global Cables Reference Market Energy Cables Reference Market (~ 93bn) 117 bn Latin 4% North 16% Latin 4% North 13% APAC 52% EMEA 31% APAC 50% EMEA 30% Telecom Cables Reference Market (~ 24bn ) Latin 5% North 26% Energy Cables Reference Market ~ 93bn Trade and Installers Utilities Industrial Telecom Cables Reference Market ~ 24bn Optical cables and fiber Copper Cables MMS APAC 40% EMEA 29% Source: Company analysis based on CRU data April Prysmian reference markets are obtained by excluding from the global cable market the segments where the company does not compete (winding wire for energy business). Energy = Low Voltage and Power Cable; TLC = External Copper Tlc Cable, Fibre Optic, Internal Telecom/Data BOCCONI CAREFIN, June 5 th

3 World s Leading Cables & Systems Companies bn, 2012 Sales 7,800 6,300 + Niche players Medium sized Continental players Tens Hundreds 5,500 Small local players Thousands 4,500 4,100 3,900 3,800 3,000 2,800 1,100 Prysmian Group Nexans LS Cable & System General Cable Southwire Furukawa Leoni Fujikura Hitachi Cable NKT Cables Source: Companies' public documents. Note: Nexans excluding Other segment (mainly Electrical Wire); General Cable excluding Rod Mill Products; Furukawa considering only Telecommunications and Energy & Industrial Products segments, LTM figures as of 31-Dec-2012; Southwire FY; Fujikura considering only Telecom and Metal Cable & Systems segments, LTM figures as of 31-Dec-2012; Hitachi Cable considering Sales to Customers only for Industrial Infrastructure Products, Electronic & Automotive Products and Information Systems Devices & Materials segments, LTM figures as of 31-Dec All figures are expressed in based on the average exchange rate of the reference period BOCCONI CAREFIN, June 5 th

4 Prysmian Group Key Milestones Establishment Company founded as Pirelli Cavi Product range enlargement International -ization Growth by acquisition Acquisitions (Siemens, NKF, MM, BICC) Restructuring process Profitable growth Managing the downturn Closure of 11 plants Disposal of non core activities Listing July 28, 05: GS May 3, 07: acquisition Listing and birth on the of Prysmian Milan Stock Group Exchange (IPO) Strategic investments preparing for the economic recovery Public Company March 10: Prysmian became a full Public Company Growth by acquisition #1 Cable Maker February 11: Draka acquisition Sales - bn Establishment of first operations in Italy Organic growth 2001 Source: Pirelli Group Annual Reports, data reported under Italian GAAP; Prysmian accounts, data reported under IFRS. Draka consolidated since 1 March 4

5 Prysmian Historical Key Financials m, % of Sales Pre Draka acquisition Sales Adjusted EBITDA (1) Sales Net Financial Position Stable top-line evolution (when excluding temporary impacts due to global crisis) % 8.1% 10.3% 10.5% 10.8% 8.5% Profitability leadership in the industry (steadily more than 2p.p. above closest competitor ) Deleverage (1) Adjusted excluding non-recurring income/expenses 5

6 Unique and Highly Complementary Combination Strengthening Geographical Presence Enlarged presence in Industrial cables in key markets of North, Germany and China Increased presence in attractive emerging markets (e.g. China, Middle East, Brazil, ASEAN, India and Russia) Improved country mix in Europe as a result of complementary geographical presence; Draka in Northern Europe and Prysmian in Southern Europe Increased presence in the Telecom business across EMEA, North and South and China 6

7 Merger process overview Q1 Q2 Transaction steps Start of discussions (mid Nov 10) Execution of Merger Agreement (22/11/ 10) Launch of Public Offer (06/01/ 11) - 50% cash-50% equity - 37% premium over avg. price of the previous 6 months of Draka End of Post-Closing (22/02/ 11) period and first settlement % of ordinary shares tendered - 501m cash - 420m capital increase - 357m Draka NFP Draka de-listing From Q3 PMI Design PMI Execution New Group Organization and Key People Appointment Deployment of new organization and processes Base Business Protection Finalize synergies plan and start delivering Corporate Brand Mission & Vision Kick-off of main integration workstreams (mid Jul 11) (Since 07/04/ 11) 7

8 Synergies targets and achievements Update on Synergies Plan -15 Overheads (Fixed costs) Euro million ~175 Procurement ~150 Operations FY11 FY12 Achieved Achieved FY13 Target FY14 Target FY15 Old Target FY15 New Target 200 ~250 Strong decrease in cyclical demand require new actions to limit overcapacity in Europe Selective production rationalization to improve ROCE in cyclical segments Additional synergies mainly generated in Operations Restructuring costs Note: Cumulated synergies figures are not audited. Calculation is based on internal reporting 8

9 FY 2012 Key Financials m, % on Sales Sales Full combined(2) Reported(1) Adjusted EBITDA * Org. Growth (excl.draka) 2012 **Org.Growth combined Full combined(2) Reported(1) % Net Financial Position (3) 586 Reported(1) % 7.5% 7.3% % (1) Reported figures include Draka Group s results since 1 March ; (2) Full combined figures include Draka Group s results for the period 1 January 31 December; (3) Adjusted excluding nonrecurring income/expenses 9