Nordex SE NORA

Joining forces with
Hamburg,
5 October 2015
AGENDA
• Key facts of the acquisition
• Acciona S.A. / Acciona Windpower at a glance
• Key elements of the acquisition
• Strategic rationale
• Main areas of value creation
• Next Steps / Summary
Nordex + AWP | Nordex SE | October 2015
2
MANAGEMENT SUMMARY

Merger of two ambitious and fast growing wind OEMs

Combined installation volume of around 2.8 GW in 2015e

Strong global sales reach

Markets, customers and technology highly complementary

Backed by the Acciona Group as strategic shareholder
•
Establishing a global player with the clear ambition to become a TOP 5 OEM
Nordex + AWP | Nordex SE | October 2015
3
MANAGEMENT SUMMARY
Business Combination Agreement (BCA) signed on October 4th 2015
Closing subject to customary conditions including the approval of antitrust
authorities
 Purchase price EUR 785 mn payable in:
− 16.1 mn new shares at EUR 26 per share out of the company’s authorized capital
− EUR 366 mn cash component




Acciona Group new strategic industrial shareholder of Nordex
Acciona Group as potential new client for further growth of combined company
Nordex and Acciona Windpower actively shaping their own future
Nordex + AWP | Nordex SE | October 2015
4
MANAGEMENT SUMMARY
Continuity in Nordex management board:
− CEO and CFO from Nordex
− COO and CSO from AWP (currently acting at top management level of AWP)
 Two-tier board system remains. Mr. Jan Klatten remains on Nordex´ supervisory board
 Headquarter in Hamburg with parent factories in Rostock
 Pamplona and Madrid remain important hubs

Nordex and Acciona Windpower actively shaping their own future
Nordex + AWP | Nordex SE | October 2015
5
AGENDA
•
Key facts of the acquisition
•
Acciona S.A. / Acciona Windpower at a glance
•
Key elements of the acquisition
•
Strategic rationale
•
Main areas of value creation
• Next Steps / Summary
Nordex + AWP | Nordex SE | October 2015
6
ACCIONA GROUP AT A GLANCE

IBEX 35 -listed company based in Spain

Market capitalization of around EUR 4 bn

Sales of around EUR 6.5 bn

Largely family-owned company: majority of the shares held by the Entrecanales
family; in charge since a merger in 1997; original founder of root company in 1930s

Key business segments renewable energy, infrastructure and water – one of the
foremost Spanish companies

Key subsidiary Acciona Energia holds a renewable asset portfolio of 8.5 GW, thereof
>7 GW wind and is one of the biggest owners of wind assets in the world

Sustainable development as a cornerstone of the business
• Subsidiary Acciona Energia #5 global renewable operator
Nordex + AWP | Nordex SE | October 2015
7
FACTS AND FIGURES OF ACCIONA WINDPOWER

AWP founded in 1999

Track record of more than 6 GW in 18 countries

Wholly owned subsidiary of Acciona S.A.

Product range: 3.0 MW WTG for IEC I-III

Production footprint: ES, BRA, US*, IN**

Turbine assembly, blade manufacturing, concrete tower plants

Core markets: BRA, MX, RSA, US

R&D with focus on reducing Cost of Energy (CoE), concrete tower

Key figures:

Revenue 2014
EUR 717 mn
EBITDA 2014
EUR 43.5 mn
Employees
~1,400
2015e: revenues of EUR 1 bn with an EBIT margin of 6 - 7%
* Mothballed ** planned
Nordex + AWP | Nordex SE | October 2015
8
AGENDA
• Key facts of the acquisition
• Acciona S.A. / Acciona Windpower at a glance
• Key elements of the acquisition
• Strategic rationale
• Main areas of value creation
• Next Steps / Summary
Nordex + AWP | Nordex SE | October 2015
9
KEY ELEMENTS OF THE ACQUISITION: ACCIONA TO
BECOME NEW MAJOR SHAREHOLDER OF NORDEX SE
Transaction process
Free
float
64.4%
SKion/
momentum
After transaction
Cash
Free
float
12.9mn Nx shares
22.79%
Acciona
29.9%
64.4%
Nordex
Cash
16.1mn new
NX shares
Acciona
100%
100%
AWP
AWP
Cash consideration
5.7%
Nordex
100%
Cash consideration
SKion/
momentum
Share holding relation

Nordex acquires 100 % of Acciona Windpower shares

Acciona S.A. to become new major shareholder of Nordex SE

Stand still agreement: Acciona pledges a period of three years not to purchase direct
or indirect voting rights in Nordex SE and thereby increase its share in Nordex SE to
30% or more

SKion/momentum remains shareholder of Nordex with 5.7%
Nordex + AWP | Nordex SE | October 2015
10
KEY ELEMENTS OF THE ACQUISITION: CAPITAL INCREASE
AGAINST CONTRIBUTION IN KIND PLUS CASH
Purchase price
(enterprise value of AWP, cash & debt free)
1
Acquisition of AWP by Nordex
16,6%
EUR 785m
Acciona
19,0%
64,4%
New Shares



16.1m new
shares
Share price of
EUR 26.00
Use of already
authorized
capital
Cash*

SKion/momentum
Freefloat
<EUR 366 m
2
SKion/momentum sells shares to
Acciona S.A.
Acciona
17,8%
29,9%
64,4%
Freefloat
5,7%
SKion/momentum
*Cash payment can vary and is depending on the cash-/debt
balance at closing date
Nordex + AWP | Nordex SE | October 2015
11
KEY ELEMENTS OF THE ACQUISITION: THOUGHTS ON
FINANCING OF THE CASH COMPONENT
Financing of the cash components (EUR 366 mn)

Financing plan for the cash component of the transaction:
– Liquid funds,
– Bond issuance, or
– Other alternative financing instruments

Pro-forma leverage <2 expected for combined company
Nordex + AWP | Nordex SE | October 2015
12
KEY ELEMENTS OF THE ACQUISITION: ENHANCEMENT OF
CORPORATE GOVERNANCE STRUCTURE
Corporate governance structure

Nordex remain headquartered in Hamburg

Nordex will continue to be organised as a German two-tier Societas Europae (SE) with a
Management Board and a Supervisory Board

Acciona Group represented by two members on the Supervisory Board taking into account their
shareholding in Nordex

Principle of 2/3 independent members in the supervisory board for the next five years agreed
Management structure

Nordex Management Board to be extended by two further members currently being at top
management level of AWP

Lars Bondo Krogsgaard (CEO) and Bernard Schäferbarthold (CFO) stay in current positions
• Continuity in corporate and management structure
Nordex + AWP | Nordex SE | October 2015
13
KEY ELEMENTS OF THE ACQUISITION: ENHANCEMENT OF
CORPORATE GOVERNANCE STRUCTURE
Two-tier SE („Vorstand“ and „Aufsichtsrat“)
Management
Board
SKion
CSO
CFO
CEO
Supervisory Board
COO
Executive Committee
CEO –
COO –
CFO –
CSO –
Lars Bondo Krogsgaard
Deputy CEO – José Luis Blanco
Bernard Schäferbarthold
Patxi Landa
(independent) members
Acciona group represented with
two members
• Management board with around 50 years of experience in the wind industry
Nordex + AWP | Nordex SE | October 2015
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AGENDA
• Key facts of the acquisition
• Acciona S.A. / Acciona Windpower at a glance
• Key elements of the acquisition
• Strategic rationale
• Main areas of value creation
• Next Steps / Summary
Nordex + AWP | Nordex SE | October 2015
15
STRATEGIC RATIONALE: WHY DO THIS ALL?
3-5 years trend
 Wind market is developing globally – Growth is shifting to emerging
markets
 Underlying tariff systems changing towards market based auction
systems – LCoE is the key driver
 Competitive dynamics are changing
Combination of Nordex and AWP mitigates future market risks and enables growth
Nordex + AWP | Nordex SE | October 2015
16
STRATEGIC RATIONALE: SIZE BECOMES A CRITICAL
SUCCESS FACTOR IN THE WIND INDUSTRY
 Market environment
with big customers,
local content
requirements and
auctions favouring
Product Breadth
larger players
 Increasing presence
of Chinese OEMs in
emerging markets
expected
Geographic Scope
 Nordex and AWP can
actively shape their
own future
Nordex + AWP | Nordex SE | October 2015
17
AGENDA
• Key facts of the acquisition
• Acciona S.A. / Acciona Windpower at a glance
• Key elements of the acquisition
• Strategic rationale
• Main areas of value creation
• Next Steps / Summary
Nordex + AWP | Nordex SE | October 2015
18
STRONG FIT BETWEEN THE COMPANIES
AWP
Minimal overlap, no cannibalization
MARKET
CUSTOMER
PRODUCT
TECHNOLOGY
FOCUS
FOCUS
FOCUS
FOCUS
Emerging
Big utilities /
Projects without
Concrete
Markets
IPPs
land constraints
Towers
A STRONGER
+
Nordex
+
Europe
Small & mid-sized
customers
=
=
TRULY
GLOBAL
BROAD
CUSTOMER
BASE
Nordex + AWP | Nordex SE | October 2015
+
+
Complex and land
constrained
AND MORE
COMPETITIVE
Blades
projects
=
=
DIFFERENT
COMPLEMENT.
PROJECTS
TECHNOLOGIES
COMPANY
19
MAIN AREAS OF VALUE CREATION: LARGE REGIONAL
PRESENCE AROUND THE GLOBE
1
High degree of regional penetration
Global reach:
Regions highly complementary
Nordex
FOCUS ON
AWP
FOCUS ON
EMERGING
EUROPE
MARKETS
>80% of business
>70% of business
Total addressable market >80% (excl. China)
Nordex + AWP | Nordex SE | October 2015
20
BROAD CUSTOMER BASE
2
Complementary customer focus
Together:
Serving different customer segments
Nordex
Nordex
AWP
Small
cust.
SMALL &
MID-SIZED
CUSTOMERS
AWP
BIG UTILITIES
Reg. Utilities,
Financial IPP*
Developer
Typical deal:
& IPP
(incl. Acciona
Energia)
Typical deal:
Big Utilities & IPP
15 – 30 MW
100MW
Extra benefit: Strategic alliance with Acciona Energia
Nordex + AWP | Nordex SE | October 2015
21
CAPABILITY TO SERVE DIFFERENT PROJECTS
3
Complementary product focus
Together:
Winning in very different markets
Nordex
AWP
Dealing with
Projects with
RESTRICTIONS
NO LAND
& LAND
CONSTRAINTS
CONSTRAINTS
Typical project:
Typical project:
Noise restricted sites
100MW in
emerging markets
Solutions to serve customer need around the globe
Nordex + AWP | Nordex SE | October 2015
22
COMPLEMENTARY TECHNOLOGIES
4
Combining valuable experience in blade design and tower manufacturing
Nordex
Together:
Broad technology portfolio
AWP
BLADE
TECHNOLOGY
CONCRETE
Carbon fibre
TOWER
Low noise level
design with on-site
manufacturing
incl. Anti-Icing
System (AIS)
Technology assets in blades and towers as key levers for LCoE reduction
Nordex + AWP | Nordex SE | October 2015
23
FORMING A MAJOR PLAYER IN WIND
Global footprint*
GER 2x
 Active
 N+B
ES 3x
 Active
 N+B
CN 2x
 Mothballed
 N+B
US (Iowa)
 Mothballed
 N
IND
 Planned
 N
BRA
Active
N
Core Markets
N: Nacelle Manufacturing
Manufacturing Site
B: Blade Manufacturing
*tower design with on-site manufacturing not displayed
•
Good geographic fit for production purposes
Nordex + AWP | Nordex SE | October 2015
24
AGENDA
• Key facts of the acquisition
• Acciona S.A. / Acciona Windpower at a glance
• Key elements of the acquisition
• Strategic rationale
• Main areas of value creation
• Next Steps / Summary
Nordex + AWP | Nordex SE | October 2015
25
NEXT STEPS: TIMELINE OF THE TRANSACTION PROCESS
2015
4th
October
2016
OctoberDecember
 Signing of
BCA by
Nordex and
Acciona
 Start of
antitrust
approval
process
 Ad-hoc
announcement
 Start of PMI
roadmap
 Press release
 Broad
communication
to major
stakeholders
1st
January
 Date of
economic
effectiveness
February/
March
 Expected
merger
clearance
May
 Nordex AGM
 Closing of the
acquisition
 Capital increase
 Start of PMI
activities /
implementation
 CMD and
investor road
shows
Nordex + AWP | Nordex SE | October 2015
26
NEXT STEPS: SMOOTH INTEGRATION OF TWO
COMPLEMENTARY COMPANIES IN THE WIND INDUSTRY
Merger of streamlined companies with only small overlaps
No need for major restructuring
Nordex keeps it organisational structure
– Headquarter in Hamburg
– Factories in Rostock

Pamplona and Madrid remain important hubs

Joint management team consists of four members (two from Nordex and two from
AWP) and an extended Executive Committee

Integration management office (PMI) to be established as a new staff function to
secure smooth integration with low impact on daily business



Perfect fit of AWP and Nordex enables large potential of value creation
Nordex + AWP | Nordex SE | October 2015
27
SUMMARY: FORMING A MAJOR PLAYER IN WIND
Significant size from day 1 – ambitious mid-term target
2015E KEY FIGURES
TARGET
Order
Intake
€ 2.1-2.3bn
€ 1.2bn
Sales
€ 2.0-2.2bn
€ 1.0bn
EBIT
Margin
5-6%
6 - 7%
Track
record
>12 GW
>6 GW
Employees
~3,000
~1,400
Nordex + AWP | Nordex SE | October 2015
Establish Nordex and
Acciona Windpower
as a global TOP 5
company
28
PROMISING OUTLOOK TO ESTABLISH A TOP 5 OEM

Ambition to become a TOP 5 player:
– Strong global presence and production footprint
– Continuous growth
– Sustainable position in mature and emerging markets

Strong synergies to capture new business, leverage cost savings potential,
increased purchasing power and utilize production footprint

Acciona S.A. as strategic industrial anchor shareholder to shape Nordex and
AWP´s future in an attractive but highly competitive market surrounding
Further details to be presented on Nordex’ upcoming Capital Markets Day
(Frankfurt/Main, 12th November)
Nordex + AWP | Nordex SE | October 2015
29
DISCLAIMER
This presentation was produced in October 2015 by Nordex SE
solely for use as a source of general information regarding the
economic circumstances and status of Nordex SE. It does not
constitute an offer for the sale of securities or an invitation to
buy or otherwise acquire securities in the Federal Republic of
Germany or any other jurisdiction. In particular it is not
intended to be an offer, an investment recommendation or a
solicitation of an offer to anyone in the U.S., Canada, Japan
and Australia or any other jurisdiction. This presentation is
confidential. Any reproduction or distribution of this
presentation, in whole or in part, without Nordex SE’s prior
written consent is expressly prohibited.
This presentation contains certain forward-looking statements
relating to the business, financial performance and results of
Nordex SE and/or the industry in which Nordex SE operates,
these statements are generally identified by using phrases
such “aim”, “anticipate”, “believe”, “estimate”, “expect”,
“forecast”, “guidance”, “intend”, “objective”, “plan”, “predict”,
“project”, and “will be” and similar expressions. Although we
believe the expectations reflected in such forward-looking
statements are based upon reliable assumptions, they are
prepared as up-to-date and are subject to revision in the
future. We undertake no responsibility to update any forwardlooking statement. There is no assurance that our expectations
will be attained or that any deviations may not be material. No
representation or warranty can be given that the estimates,
opinions or assumptions made in, or referenced by, this
presentation will prove to be accurate.
Nordex + AWP | Nordex SE | October 2015
30
THANK YOU FOR YOUR ATTENTION.
Nordex SE
Ralf Peters
Oliver Kayser
Rolf Becker
Head of Corporate Communications
Senior Manager Investor Relations
Junior Manager Investor Relations
Langenhorner Chaussee 600, 22419 Hamburg, Germany
Phone:
+49 (0)40 30030 1000
Fax:
+49 (0)40 30030 1333
eMail:
[email protected]
NDX1
ISIN:
WKN:
DE000A0D6554
A0D655
www.nordex-online.com
Nordex + AWP | Nordex SE | October 2015
31

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