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Presentation of Cushman and Wakefield takeover by IFIL - EXOR
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Press Briefing
December 19, 2006
Forward Looking Statements
This presentation contains forward-looking statements and projections, including statements and projections regarding the future financial performance and business expectations, beliefs, hopes, intentions and strategies of Cushman & Wakefield and IFIL Group (“IFIL”). Although Cushman & Wakefield and IFIL believe that such forward-looking statements and projections are based on reasonable assumptions, these statements involve a number of risks and uncertainties. As a result, actual results may differ materially due to various factors, including the successful completion of the transaction between Cushman & Wakefield and IFIL described herein (the “Transaction”), the ultimate structure of the Transaction, the effect the transfer of ownership of Cushman & Wakefield will have on Cushman & Wakefield’s operations as a result of the Transaction, the receipt of necessary regulatory approvals, Cushman & Wakefield's ability to successfully complete and integrate strategic acquisitions and implement initiatives, the effect of governmental policies and competition in the real estate services industry generally, global and regional economic trends and changes in tax, interest and foreign rates. Without limiting the generality of the foregoing, the inclusion of forward-looking statements and projections herein should not be regarded as a representation by Cushman & Wakefield or IFIL or any of their respective affiliates of the results that will actually be achieved by Cushman & Wakefield or IFIL. All forward-looking statements and projections included in this presentation are based upon information available to Cushman & Wakefield and IFIL as of the date hereof, and Cushman & Wakefield and IFIL assume no obligation to update any such forward-looking statements, projections or financial information. This presentation is not an offering document and does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction.
This document has been prepared solely for use of this presentation. You agree that you will not forward, copy, release, reproduce or make use of the information contained in this presentation for any other purpose.
1. Introduction
Bruce Mosler: President and CEO, Cushman &
Wakefield
Agenda
1. Introduction – Bruce Mosler and Jon Green
2. Transaction Overview – John Elkann
3. An Introduction to IFIL – Carlo Sant’Albano
4. Cushman & Wakefield Overview – Bruce
Mosler
5. Questions and Answers
Cushman & Wakefield Timeline1917 — Founded in NYC1947 — United Nations transaction completed1960 — National (U.S.) branch network established1969 — Project developer for Sears Tower1970 — RCA acquires C&W1976 — RGI acquires RCA interest in C&W1983 — C&W sets $4.7 billion industry sales record 1990 — UK Partnership with Healey & Baker1994 — Partnerships in Europe, Asia, South America1998 — Merger with Healey & Baker2004 — C&W surpasses $1 billion in revenue2005 — 38% of revenues outside U.S.2006 — C&W exceeds $1.4 billion in revenue2006 — IFIL acquires RGI interest in C&W
2006 Revenue Growth
Targeting 50% revenues ex-US
Americas: 19%
EMEA: 33%
Asia: 48%
*Year-over-year growth based on revenues through November.
• 11,500 Employees• 197 Offices• 55 Countries
Global Footprint
Jon Green: President and CEO, Rockefeller Group International
2. Transaction Overview
John Elkann: Vice Chairman, IFIL
Transaction Highlights
• IFIL to acquire 67.5% stake in Cushman & Wakefield for $563 million in cash – IFIL will replace Rockefeller Group International, as
controlling shareholder of C&W– Implied enterprise value for Cushman & Wakefield is $975
million– IFIL may acquire up to a further 8.1% from Cushman &
Wakefield management and employees at the close of the transaction
• Day-to-day company operations will continue under the current successful team, headed by CEO Bruce Mosler– The deal gives Cushman & Wakefield the financial
flexibility to pursue its growth plans– Cushman & Wakefield management and employees will
retain a stake of up to 32.5% on completion
• The deal is expected to close at the end of January 2007, subject to regulatory approvals
The IFIL / Cushman & Wakefield Fit• For IFIL this investment represents:
– The addition to our investment portfolio of a leading global brand in a growing market, led by a strong management team
– An excellent opportunity to diversify our portfolio geographically, in terms of currency and by sector
– A return to the US market
• IFIL offers Cushman & Wakefield:– A partner with a track record of supporting
management in implementing growth strategies– Financial flexibility to maximise future organic and
external growth: the transaction places no debt on Cushman & Wakefield
– IFIL’s financial expertise and accumulated knowledge, experience and intelligence in Europe and Asia
– Continuity, certainty and stability
3. An Introduction to IFIL
Carlo Sant’Albano: CEO, IFIL
Overview of IFIL• An Investment Company based in Turin, controlled by the
Agnellis – The Agnelli family controls approximately 68% of IFIL
ordinary capital– In 1899, Giovanni Agnelli I founded the FIAT group – the
starting point of the family’s investments– The grandson of Giovanni Agnelli II, John Elkann, serves as
Vice Chairman of both IFIL and FIAT
• IFIL has significant investment capacity and a strong financial profile – Listed on the Italian Stock Exchange with a market cap of
$8.5 billion (€ 6.5 bn) and a Net Asset Value of $11.7 billion (€ 8.9 bn)
• IFIL operates in two distinct areas:– A diversified portfolio in four industry sectors: Financial
Services, Business Services, Paper and Leisure and Entertainment
– The long-term shareholder of reference in the FIAT Group
IFIL Structure
30.45 %Ordinary capital30.09%Preferred capital
Turismo&Immobiliare
100% (b)
5.85% (a)
60%
100% 25%
9.6% About 13.2%AGR / COSTR EQUIPMENT
AUTO
TRUCKS / LCV
AUTOMOTIVE COMPONENTS
100% (b)
DIVERSIFIEDPORTFOLIO
DIVERSIFIEDPORTFOLIO
a) Equal 2.44% of Intesa-Sanpaolo ord. capital post merger
b) Through Sequana Capital
IFIL’s Investment Philosophy
Operate with an entrepreneurial spirit and financial discipline to:
Build a diversified portfolio of investments with value creation potential– Minimum equity commitment at $200 million– Maximum allocation to each investment at 20% diversified
portfolio ~ $800 million– Access investment opportunities in Europe and US– Capitalize on Asian growth potential by investing in India and
Greater China with local partners– Maintain geographic and industry diversification within the
portfolio
Take substantial, long-term stakes in companies meeting certain key criteria– Strong management, high standing and growth potential– Strong profitability and cash flow generation– Market leadership in the sector in which they operate
4. Cushman & Wakefield Overview
Bruce Mosler
Corporate Alignment
• Elite brand, management and reputation• Long-term, client focus• Unburdened by debt• Compatible culture• Shared industry vision
Current Expansion Activity
MoscowBirminghamLyonPusan
RomaniaFinland India (2 additional offices)Mexico (multiple acquisitions)
Comprehensive Real Estate Services
Capital Markets
• More than $50 Billion projected in 2006 capital transactions
• Top new talent to grow existing $6 Billion Debt & Equity Finance business
• More than $7.5 Billion in funds under management in EMEA
• $200 Million underway in new Asia Fund
Strategic Relationships C&W serves 75% of the Fortune
500.
5. Questions & Answers