Implenia and Bilfinger Construction - Implenia | Bau …excavations, supports, deep foundations)...

Anton Affentranger, CEO

Beat Fellmann, CFO

Conference call for media

Dietlikon, 22 December 2014

Implenia and Bilfinger Construction

Strong together in the

European infrastructure market

© Implenia | Conference call for media - Bilfinger Construction acquisition | 22.12.2014 | 2

Agenda

Strong together in the European infrastructure market


Transaction Highlights

Agenda

Themes

Introducing Bilfinger Construction

Business rationale

Next steps

Implenia – who we are


Implenia

Who we are


Implenia…

…is a young company with more than 150 years of experience

1872

Conradin Zschokke founds “Castor,

Hersent et Zschokke”

1997

Merger of Preiswerk,

Stuag and Schmalz to

form Batigroup, number 2

in the Swiss market

1977 -

1998

Zschokke grows to be Switzerland’s

largest construction company

2006

Zschokke and Batigroup merge

to form Implenia

2011

1st Sustainability Report 2010

Acquisition of Sulzer

Immobilien AG

2011

Entry into Norwegian market

with acquisition of

Betonmast Anlegg AS

2012

Acquisition of Locher

Bauunternehmer AG

1862

Hermann Preiswerk

founds Preiswerk

2013

Implenia achieves target

EBIT of CHF 100 million

for the first time

2013

Daring to Shape

the Future


45%

55%

Private

Öffentliche Hand

4%

Abroad Domestic

14%

…is the Swiss market leader

Implenia…

Strong market position in Switzerland

Market leader

~10% share of infrastructure construction market

~15-20% share of GC/TC work

One of Switzerland's leading real estate project

developers

Transparent

Only listed Swiss construction company in

Switzerland (IFRS)

Geographical breakdown of revenue

2013 2009

International Switzerland

Breakdown of revenue by client

Private

Public


…has a clear-cut vision

Implenia…

Vision

We develop and build the

Switzerland of tomorrow

We establish ourselves as an

expert for complex international

infrastructure projects

Sustainability is our passion

We are the partner of choice for

customers and employees alike


... lives up to its values

Implenia…

Values

We are reliable

We support and promote sustainability

We have integrity

We are alert to opportunities and risks

We are transparent

We demand operational and financial

excellence of ourselves

Our actions are focused on solutions and on

our customers

We are innovative


Implenia…

…has a clear sector and regional organization

"One company, one goal, one spirit"

Modernisation Development Buildings Tunnelling & CE Construction

Switzerland

Norge

Consulting

TC/GC

Execution

Wood constr.

Engineering

Real estate

project

development

TC/GC

Complex

building

construction

Underground

construction

Civil engineering

Special

Foundations

Refurbishment

Civil works

Road building

Regional

building

construction

Plants

Underground

construction

Civil engineering

Specialities


…focuses on sustainability

Implenia…

- Customer relations

- Products and services

- Supplier relations

Sustainable

products and

services

- Energy and resource

efficiency

Respect for

the environment

- Code of Conduct

- Stakeholder dialogue

- Communication

- Sponsorship

Social

commitment and

compliance

- Training and

development

- Talent management

- Health and safety

Attractive working

environment

- Improve results / create

value

- Risk management

Financial

excellence


Implenia…

...has a good financial track record and creates value

in CHF m

17

39

59 68

78

94

110 116

54 85 99 105 113 141 154 158

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Operating Income EBITDA

New Mid-Term Target (EBIT CHF 140-150 mn) Merger Target (EBITDA CHF 100 mn)

Second Mid-Term Target (EBIT CHF 100 mn)


Topics


Acquisition of Bilfinger Construction

Structure

100% acquisition of Bilfinger Construction

Full integration

Bilfinger Construction – a sector and area business

"One brand" strategy

Value & financing

Purchase price based on business plan

Cash payment

Additionally required guarantee lines secured

Prospects

Growth of infrastructure market in Europe

Leading infrastructure specialist in Europe

Strategic and operational synergies

Positive contribution to profits


We develop and build the Switzerland of tomorrow.

We establish ourselves as an expert for complex infrastructure projects.

Sustainability is our passion.

We are the partner for customers and employees alike.


A forward-looking step

Established as infrastructure experts

Expert & Premium Builderr

Expert

Generalist

Discounter Premium

Infrastructure

Specialist

Selective geographic expansion

Core markets

German-speaking markets

Scandinavian markets

Export markets

Neighbouring European countries

Our vision

Strategic focus


Systematic expansion of international infrastructure business


2011

Acquisition of

Betonmast Anlegg AS,

Norway

2013

Establishment of

Implenia Salzburg,

Austria

2014

Acquisition of

Bilfinger Construction,

Germany

2006

Merger of Zschokke and

Batigroup to form Implenia

http://www.google.ch/url?sa=i&rct=j&q=&esrc=s&frm=1&source=images&cd=&cad=rja&uact=8&ved=0CAcQjRw&url=http://www.gograph.com/stock-illustration/germany-flag-glossy-button.html&ei=h9qJVK2vDJLSaNTmgMgG&bvm=bv.81456516,d.ZGU&psig=AFQjCNEXkJfU9mIxnJUbKmRT18K9bSJCPA&ust=1418406914006064



Leading infrastructure specialist in Western Europe

Civil Engineering

Regional & Technical

Main locations

Bilfinger Construction's core markets

Production output by segment

70%

30%

Civil Engineering Regional & Technical

Bilfinger Construction

Civil Engineering Regional & Technical

Production output:

EUR ~ 450 million

Employees: ~ 1050

Production output:

EUR ~ 200 million

Employees: ~ 800

Services:

Tunnelling

(*TBM, D&B)

Special Foundations

(excavations, supports,

deep foundations)

Civil engineering

(bridges, power stations,

metros, sound insulation)

Maintenance

(tunnels, bridges, parking

garages, buildings, etc.)

Regional services:

Civil works and road

building

Civil engineering

Turnkey construction

Technical services:

Formwork construction

Post tensioning

Refurbishment and

maintenance of

infrastructure facilities

Core markets:

- Germany

- Norway, Sweden

Core markets:

- Southern Germany, Austria

- Technologies: worldwide

Basis: 2013A *) TBM=tunnel boring machines, D&B=Drill & Blast



Sector and regional business with attractive project portfolio

Sector business

Excellent sector expertise in infrastructure construction

Leading player in special foundations, civil engineering

and tunnelling

Target markets: Germany, Austria, Norway and

Sweden

High degree of technical expertise

Attractive project portfolio

Area business

Strong local presence thanks to regional and technical

companies

Specialist services in the civil works, roadbuilding, civil

engineering, formwork, regional building construction

and other sectors

Core markets are Germany and Austria

U5 (Metro)

Berlin

Key mobility and energy projects

City Line

Stockholm

Ship lift Niederfinow

Wehrhahn Line,

Düsseldorf

Vasatunnel

Stockholm Major power station

Mannheim


Business rationale



Switzerland 4%

Norway 4%

Austria 2%

Sweden 4%

Germany 17%

France 16% Italy 12%

UK 11%

Spain 5%

Rest Western Europe 16%

Eastern Europe 8%

Business rationale

Market recovery and tripling of targetable market

Source: Euroconstruct December 2014

Based on infrastructure investment in Europe 2014

Recovery of European infrastructure market 2014 infrastructure investments (in EUR bn)

Implenia is tripling size of directly targetable market in

Europe

250

260

270

280

290

300

310

320

330

2011 2012 2013 2014 2015 2016 2017

Europa (EC-19) Westeuropa (EC-15)

Original market Additional market

31%

Europe (EC-19) Western Europe (EC-15)


Austria

Belgium

Denmark Finland

France Germany

Ireland

Italy

Netherlands

Norway

Portugal

Spain

Sweden

Switzerland

UK

0.0%

0.5%

1.0%

1.5%

2.0%

2.5%

3.0%

3.5%

4.0%

4.5%

-3.0% -2.0% -1.0% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0%

Business rationale

Successfully positioned in Europe's most attractive markets

Source: www.standardandpoors.com, Euroconstruct December 2014

GD

P C

AG

R 2

014-

17

Infrastructure volumes CAGR 2014-17

GDP and infrastructure growth, size of market (CAGR 2014-17; in EUR bn)

AAA

AA

A

BBB

BB

B

Credit Rating

Standard&Poors

EUR 50 bn

12

11

11

7


Business rationale

Growing markets and significant investment programmes

Solid growth in targeted markets Market growth Output (indexed 2011)

Transport infrastructure investment as stable backbone Market growth Output Implenia markets (indexed 2011)

Source: Euroconstruct December 2014

Switzerland

Rail infrastructure funding (FABI) 2016-2025

Main Roads and Conurbation Transport Fund (NAF)

approved by Federal Council

Exit from nuclear by 2034

Norway

National Transport Plan 2014-23 (EUR ~55 bn)

Austria

"Zielnetz 2025+" rail project needs major investment

Completion of Brenner base tunnel: targeted for 2025

Germany

EUR 120 billion investment backlog

Car tolls from 2016 for road network expansion

Exit from nuclear planned by 2022

EU 2020 energy transition requires investment

Sweden

EUR 35 billion investment backlog

National Transport Plan 2014-25 (EUR 68 bn)

Infrastructure megatrend gaining in importance

90

100

110

120

2011 2012 2013 2014 2015 2016 2017

Road Railways Transport Others

Energy+Water Others

100.0 99.5 99.6 102.7 105.1 106.2 106.9

88.4 83.6 83.2 84.1 86.1 88.4

60.0

80.0

100.0

120.0

2011 2012 2013 2014 2015 2016 2017

Implenia markets "new" Rest Western Europe


Business rationale

Complementary geographical expansion in attractive markets

Bilfinger Construction

Implenia Tunnelling & Civil Engineering,

Implenia Norge

Core market Expansion market

Core market Expansion market

Core market

Implenia "New"

+

Top customers

http://www.google.ch/url?sa=i&source=images&cd=&cad=rja&uact=8&ved=0CAgQjRw&url=http://www.buy-smart.info/gute-praxisbeispiele/fahrzeuge2/bvg&ei=liOUVNykFMfAPN6TgNgI&psig=AFQjCNG766KK6ZE0kj2GESEqwyo7wQi8jA&ust=1419080982407680


Business rationale

Expansion and diversification of international business

Perfect geographic fit

Better portfolio risk diversification

Reduction of Swiss exposure

Breakdown of Group production output 2013A Breakdown of production output Tunnelling & Civil Engineering and Norge 2013A

Wide regional diversification

International 12%

Switzerland 88%

International 29%

Switzerland 71%

ex-ante

ex-post

57%

28%

41%

22%

1%

8%

1%

28%

4%

9%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

T&CE, Norge (ex ante) T&CE, Norge (ex post)

Others

Austria

Germany

Sweden

Norway

Switzerland


Business rationale

Significant strengthening of technical expertise

Technical platform – USP Experience

Project engineering Comprehensive implementation from planning to execution

Special technical solutions

Choice of different in-house contractual models

(e.g. EPC – Engineering-Procurement-Construction)

Logistics platform Inventory management/workshops

Strong technical machinery department

Pioneer in foundation engineering and complex civil engineering New leading provider in Germany and Switzerland

Strong reference portfolio

Technical specialities Materials lab

Formworks

Post tensioning

Infrastructure repairs


Business rationale

We invest in skills

Strong workforce

Great (number) and wide (complexity) project

experience

Highly qualified employees ensure solid engineering

know-how

High level of loyalty – average of 15 years' service

High mobility ("Expat Centre" and around 100

transfers per year)

“White Collar”

59%

“Blue Collar” 36%

Management 5%

High level of engineering competence

approx. 1900 employees


Business rationale

Shared culture for more than 15 years

Key projects already executed together

NEAT Tunnel, Sedrun

DML Weinberg Tunnel

DML escape and rescue shafts

Kirchenwald Tunnel, Hergiswil

2002-2014

2007-2014

Exploratory shaft, Lungern

2008-2009

2000-2008

2000-2003

Engineering and service competence

Quality

Precision

Reliability

Commitment

Open and transparent

References

Many years of experience in project business

Union between Germany's and Switzerland's leading

providers

Core business

Bilfinger Construction is going back to its roots with

Implenia

Cultural fit between two partners with excellent

reputations

http://www.google.ch/url?sa=i&rct=j&q=&esrc=s&frm=1&source=images&cd=&cad=rja&uact=8&ved=0CAcQjRw&url=http://www.abendblatt.de/hamburg/article1665367/Durchbruch-Die-Schweiz-feiert-den-weltlaengsten-Tunnel.html&ei=56OKVIaqJIiYPNr-gIAP&bvm=bv.81828268,d.d24&psig=AFQjCNEkPVBTw2egdyDDc8cDHKhhX74wpw&ust=1418458457076652


Business rationale

Strong basis for a successful future in the European

infrastructure market

Summary

International reach and critical mass

Competitive advantage in European infrastructure market thanks to

strong technical platform

Investment in skills with a high cultural fit

«Pole Position» to exploit the infrastructure megatrend

Positioning in healthy, growing markets in Europe


Next steps



Next steps

Transaction to be completed end-Q1

Signing and announcement of transaction 22 December 2014

Information for analysts and media 22 December 2014

Closing of transaction February/March 2015

Publication of Implenia annual results for 2014 24 February 2015

Implenia 2015 AGM 24 March 2015


Disclaimer

Cautionary note regarding forward-looking statements

THESE MATERIALS DO NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE, OR ANY

SOLICITATION OR INVITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES, NOR

SHALL PART, OR ALL, OF THESE MATERIALS OR THEIR DISTRIBUTION FORM THE BASIS OF, OR BE RELIED ON

IN CONNECTION WITH, ANY CONTRACT OR INVESTMENT DECISION IN RELATION TO ANY SECURITIES.

THESE MATERIALS ARE BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION AND ARE STRICTLY

CONFIDENTIAL AND MUST NOT BE REPRODUCED, DISCLOSED OR FURTHER DISTRIBUTED TO ANY OTHER

PERSON, OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE.

THE MATERIALS MIGHT CONTAIN FORWARD-LOOKING STATEMENTS BASED ON THE CURRENTLY HELD

BELIEFS AND ASSUMPTIONS OF THE MANAGEMENT OF IMPLENIA AG (THE "COMPANY", AND TOGETHER WITH

ITS SUBSIDIARIES, THE "GROUP"), WHICH ARE EXPRESSED IN GOOD FAITH AND, IN THE MANAGEMENT’S OWN

OPINION, REASONABLE. FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,

UNCERTAINTIES AND OTHER FACTORS, WHICH MAY CAUSE THE ACTUAL RESULTS, FINANCIAL CONDITION,

PERFORMANCE, OR ACHIEVEMENTS OF THE GROUP, OR INDUSTRY RESULTS, TO DIFFER MATERIALLY FROM

THE RESULTS, FINANCIAL CONDITION, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH

FORWARD-LOOKING STATEMENTS. GIVEN THESE RISKS, UNCERTAINTIES AND OTHER FACTORS, RECIPIENTS

OF THIS DOCUMENT ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING

STATEMENTS. THE GROUP DISCLAIMS ANY OBLIGATION TO UPDATE THESE FORWARD-LOOKING STATEMENTS

TO REFLECT FUTURE EVENTS OR DEVELOPMENTS. OPINIONS AND FORWARD-LOOKING INFORMATION

PRESENTED HEREIN ARE BASED ON GENERAL INFORMATION GATHERED AT THE TIME OF WRITING.

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