Top Banner
A Winning Combination 3 August 2005
38
Welcome message from author
This document is posted to help you gain knowledge. Please leave a comment to let me know what you think about it! Share it to your friends and learn new things together.
Transcript
Page 1: Adidas Reebok Investor Presentation

A Winning Combination

3 August 2005

Page 2: Adidas Reebok Investor Presentation

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.

1

Page 3: Adidas Reebok Investor Presentation

Agenda

A Winning Combination

2

Overview of Reebok

Creating Value

Financial Highlights

Closing Remarks

Page 4: Adidas Reebok Investor Presentation

A Winning Combination

Page 5: Adidas Reebok Investor Presentation

A Stronger Competitive Platform

3

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

Page 6: Adidas Reebok Investor Presentation

Two Well-Defined Brand Identities

Sports performance

European heritage

4

Sports lifestyle inspired

American sports

A WinningCombination

Page 7: Adidas Reebok Investor Presentation

A Complete Range of Products

5

Soccer

Running

Basketball

American Football

Hockey

Golf

Baseball

Training

Out door/hiking

Lif estyle

Tennis

A WinningCombination

Page 8: Adidas Reebok Investor Presentation

Strong Presence Across Teams, Athletes, Events and Leagues

6

A WinningCombination

Page 9: Adidas Reebok Investor Presentation

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

7

A WinningCombination

Page 10: Adidas Reebok Investor Presentation

Overview of Reebok

Page 11: Adidas Reebok Investor Presentation

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

8

Overview of Reebok

Page 12: Adidas Reebok Investor Presentation

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)

Page 13: Adidas Reebok Investor Presentation

10

Attractive Portfolio of Leading Brands

Performance

Classic

Street-inspired

Casual

Hockey

Golf apparel

Overview of Reebok

Page 14: Adidas Reebok Investor Presentation

Proven Ability to Capitalize on Latest Trends

11

Overview of Reebok

Technology

Sport

Music

New trends

Brand identity

Commercial skills

Page 15: Adidas Reebok Investor Presentation

Unique Portfolio of Long Term League Licenses

12

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

Page 16: Adidas Reebok Investor Presentation

Strong Operating Track Record

13

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

Page 17: Adidas Reebok Investor Presentation

Creating Value

Page 18: Adidas Reebok Investor Presentation

Six Opportunities for Value

CreatingValue

Consumers and demographics

Geographies and categories

Technology

Licenses, teams and events

Distribution channels

Operating efficiencies

14

Page 19: Adidas Reebok Investor Presentation

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

15

CreatingValue

Page 20: Adidas Reebok Investor Presentation

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

16

CreatingValue

Page 21: Adidas Reebok Investor Presentation

17

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

Page 22: Adidas Reebok Investor Presentation

Maximize License, Team and Event Assets

18

Transfer of skills and know-how

Management of exclusive agreements

Relationship with teams and athletes

More active events calendar

CreatingValue

Page 23: Adidas Reebok Investor Presentation

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

19

CreatingValue

Page 24: Adidas Reebok Investor Presentation

Increase Operating Efficiencies

20

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

Page 25: Adidas Reebok Investor Presentation

Expected Benefits

21

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

Page 26: Adidas Reebok Investor Presentation

Financial Highlights

Page 27: Adidas Reebok Investor Presentation

Reebok First Half Results – 2005 vs. 2004

22

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

Page 28: Adidas Reebok Investor Presentation

adidas First Half Results – 2005 vs. 2004

23

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

Page 29: Adidas Reebok Investor Presentation

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

24

FinancialHighlights

Page 30: Adidas Reebok Investor Presentation

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:

25

FinancialHighlights

ca.€125m

Substantial

Page 31: Adidas Reebok Investor Presentation

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

26

FinancialHighlights

Page 32: Adidas Reebok Investor Presentation

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

27

FinancialHighlights

Page 33: Adidas Reebok Investor Presentation

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

28

FinancialHighlights

(1) LTM EBITDA of US$326m, pro forma for the sale of Ralph Lauren Footwear

Page 34: Adidas Reebok Investor Presentation

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)

29

FinancialHighlights

Page 35: Adidas Reebok Investor Presentation

Closing Remarks

Page 36: Adidas Reebok Investor Presentation

30

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

Page 37: Adidas Reebok Investor Presentation

Appendix

Page 38: Adidas Reebok Investor Presentation

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

31

Appendix