DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in...
Transcript of DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in...
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DCH Acquires
Li & Fung’s Asia Distribution Business
May 3, 2016
PAGE
1. Transaction Overview 4
2. Transaction Rationale 9
3. DCH Post Transaction 16
Table of Contents
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Disclaimer
Certain statements contained in this presentation maybe viewed as forward-looking statements. Such forward-looking statements represent the Company’sexpectations or beliefs concerning future events and involve known andunknown risks and uncertainty that could cause actual results, performance orevents to differ materially from those expressed or implied in such statements.
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Transaction Overview
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• US$350 million in cash Consideration
• Expected to close by 30 June 2016Completion
• DCH to acquire Li & Fung’s Asia distribution business - LF Distribution Holding Limited
Terms
• Internal resources and banking facilitiesFinancing
Transaction Overview
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• Approval from DCH’s shareholders
• Target Company restructuringConditions
65+ years of experience
Represent over 30 renowned motor brands and over 200
consumer brandsin Asia with a focus on
Greater China
2015 Results
Revenue HK$44,803m
EBITDA HK$1,744m
NPAT HK$648m
2015 Revenue
Consumer24%
Motor & motor related76%
(1) Includes Japan, Singapore, Taiwan and Myanmar
Hong Kong & Macao28%
Mainland China66%
Others(1)
6%
By business segment By geography
Key brands in motor Key brands in consumer
Dah Chong Hong
Leading integrated trading and distribution company in Asia
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40+ years of experience
Relationships with more than 400 key consumer
and healthcare brands
2015 Revenue
Healthcare36%
Consumer55%
2015 Results
Revenue HK$9,077m
EBITDA HK$162m
NPAT HK$87m
By business segment By geography
Malaysia & Brunei16%
Hong Kong & Macao
44%
Thailand8%
Key brands in consumer Key brands in healthcare
Mainland China23%
Singapore5%
Taiwan2%
Philippines & Indonesia
2%
Contract manufacturing
services (“CMS”) 9%
Target Company
World-class healthcare and consumer products distributor in Asia
7(1) Exchange rate: 1 USD to 7.75 HKD
(1)
Target Company - Long History as Leading Distribution Platform in Asia
1989and
Before
1999 2004 2007
Inchcape acquired J.D.
Hutchison Trading
Li & Fung acquired the
Inchcape Pacific
Marketing & Distribution
operations and
restructured it into IDS
Group Limited
2010 2011 2013 2014 2015
IDS Group Limited listed
on the Hong Kong Stock
Exchange
IDS Group Limited
acquired by Li & Fung
Entered Macao
Healthcare market
by acquiring Four Star
Group, a leading
distributor of healthcare
products in Macao
Entered Macao
Consumer market
Entered Taiwan
Consumer market
Entered the
Philippines
Healthcare market
Entered Indonesia
market
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Transaction Rationale
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Better balances DCH’s motor and consumer businesses
● expands the consumer business
● adds a broad range of leading food, personal care and healthcare brands
Extends DCH’s geographic reach
● enhances position in rapidly-growing markets in Southeast Asia
● leverages increased distribution and logistics to further enhance services
Gains strong foothold in the high-growth Asian healthcare market
● an immediate position in fast-growing healthcare market in Asia
● increases ability to capture growth
Enhances DCH’s earnings profile
● diversifies revenue streams
● earnings accretive
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Transaction Rationale
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Consumer24%
Motor & motor related76%
Pre-acquisition
10,709
19,786
Pre-acquisition Post-acquisition
2015 Revenue (HK$'m)
Post-acquisition (1)
FY15 Revenue: HK$44,803 m
FY15 combined revenue(1): HK$53,880 m
Consumer31%
Healthcare6%
Motor & motor related 63%
+85%
Enlarged consumer business
(1) The combined numbers are for reference only. They are not pro forma numbers and no reliance should be placed on them for any purposes. The circular on the transaction to be issued will contain financials and pro form financials of LF Distribution and the enlarged DCH as required by the Listing Rules. Please refer to the circular as and when available
Balances DCH’s Motor and Consumer Businesses1
(1)
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Strengthens coverage in Mainland China
deepens distribution network in Mainland China with 19 additional operating centres
opportunity to share logistics facilities and optimise capacity in Greater China
DCH
LF DistributionINDONESIA
PHILIPPINES
HONG KONG & MACAO
THAILAND
TAIWAN
SINGAPORE
JAPAN
MALAYSIA BRUNEI
MYANMAR
MAINLAND CHINA
Extends DCH’s Geographic Reach
Enhances position in rapidly-growing markets in Southeast Asia
extends entry into high-growth markets in Southeast Asia - Thailand, Malaysia, Indonesia and the Philippines
62 additional operating centres
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2
Gre
ate
r C
hin
a
12%
7%
5%
China
Hong Kong
Taiwan
Healthcare
Distribution
CAGR (2014 – 2019)
110,000
2,000
6,000
Healthcare Distribution
Market Size in 2019(US$m)
So
uth
ea
st A
sia
15%
9%
7%
5%
9%
Indonesia
Malaysia
Philippines
Singapore
Thailand
6,000
3,000
3,000
1,000
5,000
Significant opportunity in the fast-growinghealthcare market in Asia
Utilises LF Distribution’s network of healthcare customers to capture growth
Source: Roland Berger (2015)
Market leader in HIV/AIDS and liver diseasesGilead
Core strengths in diabetes and oncologySanofi
Broad range of products covering over-the-counter (“OTC”) medicines and diagnostics
Johnson&Johnson
Diversified portfolio covering nutrition and diagnosticsAbbott
Gains Strong Foothold in Asian Healthcare Market
Average CAGR (2014 – 2019): 11%
Average CAGR (2014 – 2019): 10%
Healthcare
Distribution
CAGR (2014 – 2019)
Healthcare Distribution
Market Size in 2019(US$m)
13
110,000
3
Economies of scale will enable growth from existing relationships, as well as ability to capture new opportunities
Leverages expanded sales channels and customer base
Brings synergy to the business
3136
Pre-acquisition Post-acquisition
HK$’cents
+16%
(1) The combined numbers are for reference only. They are not pro forma numbers and no reliance should be placed on them for any purpose. The circular for the transaction to be issued will contain financials and pro form financials of LF Distribution and the Enlarged Group as required by the Listing Rules. Please refer to the circular as and when it is available
(2) Without adjustments (i.e. transaction expenses, interest expenses and amortisation of intangible assets)
Enhances DCH’s Earnings Profile
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44,803
53,880
Pre-acquisition Post-acquisition
+20%
1,7441,906
Pre-acquisition Post-acquisition
+9%
Revenue EBITDA
648735
Pre-acquisition Post-acquisition
+13%
NPAT(2)EPS
HK$’m HK$’m
HK$’m
(1)
2015 Combined Financials
4
Valuation fair and reasonable based on the following considerations :
Non-recurring / one-off losses in 2015
Potential revenue and cost synergies
Rare opportunity to become the largest imported food distributor in Greater China
Immediate strong foothold in the high-growth Asian healthcare market
Aligns with DCH’s direction to better balance motor and consumer businesses
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Valuation
Source: Capital IQ as at 29 April 2016
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Average P/E of Comparable Companies:
2015 NPAT (HK$’m) P/E multiple
Valuation 87 31x
Hong Kong Global
Consumer 18x 26x
Healthcare 18x 20x
DCH Post Transaction
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DCH Food
Trading
Gilman
DCH Electrical
Appliances
Consumer Motor
Dah Chong Hong
Our Business - Post Transaction
HK & Macao
Mainland China
Taiwan Singapore
LF Distribution
Goodwell
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Channels
Selected Healthcare Channels
Customers
Selected Consumer Customers Selected Consumer Channels
Selected Healthcare Customers
Service Offerings
Value Proposition for Customers
Market intelligence
Marketing
Selling
Merchandising
Sales operations management
Distribution & logistics services
Scale & scope with pan-Asian footprint
Speed to market
Compliance with international standards
Customised solutions
Deep knowledge of consumers
O2O services
DCH +
LF Distribution
DCH’s Customers and Channels
LF Distribution’s Customers and Channels
A Powerhouse of Brands and Channels
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The Way Forward
To grow a balanced portfolio of motor and consumer businesses with dedicated management team
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To maximise potential of LF Distribution with:
• strong financial support from DCH
• geographic expansion through existing platform
• deepening of healthcare business through widening of products and regional representation
• leveraging on talent pool in various segments
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To sustain leading position and improve profitability through group synergy and economies of scale
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To enhance shareholder value through investment and expansion of high growth healthcare segment
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Thank you