A Winning Combination 3 August 2005
Nov 13, 2014
A Winning Combination
3 August 2005
Forward-Looking Statements
The statements, analyses, and other information contained herein relating to the proposed merger and anticipated synergies, savings and financial and operating performance, including estimates for growth, trends in each of adidas’ and Reebok’s operations and financial results, the markets for adidas’ and Reebok’s products, the future development of adidas’ and Reebok’s businesses, and the contingencies and uncertainties to which adidas and Reebok may be subject, as well as other statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “may,” and other similar expressions, are “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Such statements are made based upon management’s current expectations and beliefs concerning future events and their potential effects on the company. Future events and their effects on adidas and Reebok may not be those anticipated by management. Actual results may differ materially from the results anticipated in these forward-looking statements. Risks and uncertainties include, without limitation, the following: international, national and local general economic and market conditions; unanticipated shifts in consumer preferences in athletic footwear, apparel and equipment; competition; the ability to maintain advantageous licenses with our licensors; risks associated with our international sales, distribution and manufacturing; increases in raw material prices; our ability to manage and forecast our growth and inventories; the loss of significant customers and suppliers; the effect of currency fluctuations; responsiveness to existing and new products and distribution channels; the ability to achieve the cost savings and synergies contemplated by the proposed merger; the effect of regulatory conditions, if any, imposed by regulatory agencies; the reaction of Reebok’s and adidas’ customers and suppliers to the transaction; the ability to promptly and effectively integrate the businesses of Reebok and adidas; diversion of management time on merger-related issues; and increased exposure to exchange rate fluctuations. Neither adidas nor Reebok undertakes, and each specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise.
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Agenda
A Winning Combination
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Overview of Reebok
Creating Value
Financial Highlights
Closing Remarks
A Winning Combination
A Stronger Competitive Platform
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A world leader in athletic footwear and apparel
€8,899 million in net sales and €820 million in operating profit(1)
Strong positions in three key regions
Better balanced geographic sales mix
New dynamic in North America
A WinningCombination
Source: adidas and ReebokNote: Pro forma for the new adidas Group, excluding Salomon’s discontinued operations(1) Pro forma 2004 aggregate data, excluding Salomon’s discontinued operations
46% of Sales
35% of Sales
15% of Sales
Two Well-Defined Brand Identities
Sports performance
European heritage
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Sports lifestyle inspired
American sports
A WinningCombination
A Complete Range of Products
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Soccer
Running
Basketball
American Football
Hockey
Golf
Baseball
Training
Out door/hiking
Lif estyle
Tennis
A WinningCombination
Strong Presence Across Teams, Athletes, Events and Leagues
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A WinningCombination
Transaction Highlights
US$59.00 in cash per Reebok share, for an offer value of €3.2bn
Including net cash and minorities, total transaction value of €3.1bn
Annual cost synergies estimated at ca.€125m, and substantial revenue opportunities from a more complete coverage of all consumer segments
Paul and Phyllis Fireman have entered into a voting agreement whereby they will vote their 17.5% of shares in favor of the offer
Offer approved by the Board of Reebok
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A WinningCombination
Overview of Reebok
An American Sports Lifestyle Leader
Leading positions in North America
Attractive brand portfolio
Proven ability to capitalize on latest market trends
Unique portfolio of exclusive league licenses in North America
Strong operational performance
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Overview of Reebok
Leading Positions in North America
Importance of the North American market
● Largest market region in the world with sales in excess of US$52 billion
● More than 50% of global spend
Reebok enjoys leading positions in
● North American team sports
● Women’s
Source: Reebok, Profound Data Survey and SGMA International(1) Includes the Reebok brand’s Canadian business 9
Reebok 2004 Sales Breakdown
Overview of Reebok
36%
64%
Global
North America
58%
Other8%
Europe34%
Footwear
Apparel
By Geography By Category
(1)
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Attractive Portfolio of Leading Brands
Performance
Classic
Street-inspired
Casual
Hockey
Golf apparel
Overview of Reebok
Proven Ability to Capitalize on Latest Trends
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Overview of Reebok
Technology
Sport
Music
New trends
Brand identity
Commercial skills
Unique Portfolio of Long Term League Licenses
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Long term agreements with 4 professional leagues in North America
Supplier of uniforms and athletic apparel to teams
Licenses to manufacture and distribute replica jerseys, shorts and other apparel
Overview of Reebok
Strong Operating Track Record
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Strong sales growth over last several years
● 10% CAGR 2002-04
Solid operating performance with improving margins
● 17% operating profit CAGR 2002-04
● LTM operating margin of 7.7%
Overview of Reebok
215 252 294 305
3,9413,7853,485
3,128
2002 2003 2004 LTM
Reebok Financial Highlights (US$ Million)
Net Sales Operating Profit
Source: ReebokNote: Graph reflects adjusted scale
Creating Value
Six Opportunities for Value
CreatingValue
Consumers and demographics
Geographies and categories
Technology
Licenses, teams and events
Distribution channels
Operating efficiencies
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Widen Geographic and Category Impact
Idea sharing across markets and geographies
Capitalize on Reebok’s skills and know-how to accelerate adidas’ position in North America
Benefit from adidas’ expertise in Europe and Asia for Reebok
Combine expertise in branded and licensed athletic apparel
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CreatingValue
Reach a Broader Spectrum of Consumers and Demographics
Ability to identify sport / style trends
● Better product and category prioritization
● More products at more price points
Continue brand developments into new segments
Benefit from Reebok’s expertise in women’s segment
Capitalize on Reebok’s skills in sport lifestyle and leisure
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CreatingValue
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Expand Technology Expertise Across Brands
Enhance profile as technology and innovation leader
Bigger combined R&D spend
More products to capitalize on R&D developments
New technology development and awareness across brands
● Appl ications
● Mater ials
CreatingValue
PUMP 2.0 TECHNOLOGY
Maximize License, Team and Event Assets
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Transfer of skills and know-how
Management of exclusive agreements
Relationship with teams and athletes
More active events calendar
CreatingValue
Broaden Channel Relationships
Capitalize on adidas’ in-depth understanding of specialized sporting goods channel
Benefit from Reebok’s strong insights into department store and general merchandise channels
Selective channel diversification
● Expand on own retail initiatives in fast growing markets
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CreatingValue
Increase Operating Efficiencies
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CreatingValue
Operations& Sourcing
20%
Sales,Marketing &Distribution
40%
Admin.Services
& IT
40%
● Higher efficiency through combined sales and marketing scale
● Better utilization of available distribution capacity
● Greater economies of scale in global sourcing
● Improve warehousing facilities
● Simplify overlapping functions
● Remove duplicative IT systems
Synergies Selected Initiatives
Expected Benefits
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CreatingValue
Annual cost synergies and operating improvements
Operating profit impact of revenue enhancement frombetter coverage of all consumer segments
ca.€125m
Substantial
Reach broader spectrum of consumers
Widen geographic and category impact
Expand technology expertise across brands
Maximize license, team and event assets
Broaden channel relationships
Increase operating efficiencies
Financial Highlights
Reebok First Half Results – 2005 vs. 2004
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Six Months Ending June 30,
2004 2005 % Change
Net Sales US$1,645m US$1,801m 9.5%
Gross Profit 652 729 11.8%
Gross Margin 39.6% 40.4% +80bps
Operating Profit 115 126 9.5%
Operating Margin 7.0% 7.0% +0bps
Net Income 70(1) 80 14.9%
Source: Reebok(1) Net income adjusted for a one-time after-tax US$7.0m loss from early redemption of debentures
FinancialHighlights
adidas First Half Results – 2005 vs. 2004
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Six Months Ending June 30,
2004 2005 % Change
Net Sales €2,906m €3,189m 10%
Gross Profit 1,394 1,547 11%
Gross Margin 48.0% 48.5% +50bps
Operating Profit 283 357 26%
Operating Margin 9.7% 11.2% +150bps
Net Income 163 225 39%
Reported Net Income 116 171 48%
Basic EPS 3.43 4.78 39%
Source: adidasNote: Financials from continuing operations except Reported Net Income
FinancialHighlights
adidas-Salomon (1) Reebok (2) Pro Forma
Net Sales €5,856m
€3,043m
€8,899m
Gross Profit 2,812
1,204
4,016
Operating Profit 583
237
820
Source: adidas and Reebok(1) From continuing operations (2) Converted into euros at the 2004 average US$/€ exchange rate of 1.244
Pro Forma Aggregate Financials – FY 2004
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FinancialHighlights
Medium Term Outlook
Annual cost synergies and operating improvements by FY 2008:
Approximate phasing:
Year 1: 30%
Year 2: 60%
Year 3: 100%
Operating profit impact of revenue enhancement from better coverageof all consumer segments:
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FinancialHighlights
ca.€125m
Substantial
Medium Term Financial Targets
Mid to high single digit sales growth
Gross margin of approximately 46% to 48%
Operating margin greater than 11%
Double digit net income growth
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FinancialHighlights
Price per share US$59.00
Number of diluted shares(1) 65.9m
Offer value €3,183m
Net cash position(2) (77)
Minorities 8
Transaction value 3,114
(1) 59.8m basic shares outstanding plus dilution effect from options, warrants and convertible bond(2) As of June 30, 2005 adjusted for the sale of Ralph Lauren Footwear and for conversion of
convertible bond
Transaction Value
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FinancialHighlights
Transaction Metrics and TimingMultiples
● Transaction value / LTM Net Sales 1.00x● Transaction value / LTM EBITDA 11.7x(1)
● Transaction value / LTM EBITDA with synergies 7.9x(1)
EPS
● EPS accretive based on pro forma combined results in first full year after closing
Return on capital
● Transaction to generate return in excess of cost of capital in third full year after closing
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FinancialHighlights
(1) LTM EBITDA of US$326m, pro forma for the sale of Ralph Lauren Footwear
Transaction Metrics and Timing (Cont’d)Financing
● adidas intends to finance the acquisition through a combination of debt and equity, with the objective of maintaining a strong investment grade profile
Timing
● Anticipated closing during the first half of 2006
● Special meeting of Reebok shareholders to approve transaction
● Customary closing conditions include anti-trust review in various jurisdictions(US, EU, among others)
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FinancialHighlights
Closing Remarks
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A unique opportunity to position adidas for the future
Strong strategic fit and complementarity between adidas and Reebok
Well-defined highly complementary brand identities
Global leading positions in athletic apparel and footwear
Strength across all sports, leagues and events
Scope for significant value creation
ClosingRemarks
Appendix
Fiscal Year Ending December 31, 2002-04
2002 2003 2004 CAGR
Sales US$3,128m US$3,485m US$3,785m 10.0%
Gross Profit 1,198 1,338 1,498 11.8%
Gross Margin 38.3% 38.4% 39.6% n.m.
Operating Profit 215 252 294 16.9%
Operating Margin 6.9% 7.2% 7.8% n.m.
Net Income(1) 127 157 187 21.6%
Source: Reebok(1) Net income adjusted for special charges (after-tax) of US$0.3m in 2002, US$7.0m loss from early redemption of
debentures and US$12.0m one-time tax benefit in 2004
Reebok Strong Financial Performance
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Appendix