DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in...

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1 1 DCH Acquires Li & Fungs Asia Distribution Business May 3, 2016

Transcript of DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in...

Page 1: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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DCH Acquires

Li & Fung’s Asia Distribution Business

May 3, 2016

Page 2: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

PAGE

1. Transaction Overview 4

2. Transaction Rationale 9

3. DCH Post Transaction 16

Table of Contents

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Page 3: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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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Page 4: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

Transaction Overview

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Page 5: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

• 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

Page 6: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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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Page 7: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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)

Page 8: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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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Page 9: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

Transaction Rationale

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Page 10: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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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4

Transaction Rationale

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Page 11: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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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Page 12: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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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Page 13: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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)

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110,000

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Page 14: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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

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Page 15: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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

Page 16: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

DCH Post Transaction

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Page 17: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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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Page 18: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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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Page 19: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

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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Page 20: DCH Acquires Li & Fung s Asia Distribution · PDF fileConsideration •US$350 million in cash Completion •Expected to close by 30 June 2016 •DCH to acquire Li & Fung’s Asia distribution

Thank you