Eitzen Maritime Services ASA Acquisition of Seven Seas Shipchandlers LLC MUSD 50 Private Placement June 2008
Disclaimer This presentation and its enclosures and appendices (hereinafter jointly referred to as the “Presentation” has been prepared by Eitzen Maritime Services ASA (the ”Company”) exclusively for information purposes. This Presentation has not been reviewed or registered with any public authority or stock exchange. Recipients of this Presentation may not reproduce, redistribute or pass on, in whole or in part, the Presentation to any other person. The distribution of this Presentation and the offering, subscription, purchase or sale of securities issued by the Company in certain jurisdictions is restricted by law. Persons into whose possession this Presentation may come are required by the Company to inform themselves about and to comply with all applicable laws and regulations in force in any jurisdiction in or from which it invests or receives or possesses this Presentation and must obtain any consent, approval or permission required under the laws and regulations in force in such jurisdiction, and the Company shall not have any responsibility or liability for these obligations. This Presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such jurisdiction. NEITHER THIS PRESENTATION NOR ANY PART OF COPY OF IT MAY BE TAKEN OR TRANSMITTED INTO THE UNITED STATES OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES. THE SHARES OF THE COMPANY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES. ACCORDINGLY, SHARES IN THE COMPANY WILL ONLY BE OFFERED OR SOLD OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN ACCORDANCE WITH REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. NONE OF THE COMPANY’S SHARES HAS BEEN OR WILL BE QUALIFIED FOR SALE UNDER THE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY OF CANADA. THE COMPANY’S SHARES ARE NOT BEING OFFERED AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN CANADA OR TO OR FOR THE ACCOUNT OF ANY RESIDENT OF CANADA IN CONTRAVENTION OF THE SECURITIES LAWS OF ANY PROVINCE OR TERRITORY THEREOF.IN RELATION TO THE UNITED KINGDOM, THIS PRESENTATION AND ITS CONTENTS ARE CONFIDENTIAL AND ITS DISTRIBUTION (WHICH TERM SHALL INCLUDE ANY FORM OF COMMUNICATION) IS RESTRICTED PURSUANT TO SECTION 21 (RESTRICTIONS ON FINANCIAL PROMOTION) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005. IN RELATION TO THE UNITED KINGDOM, THIS PRESENTATION IS ONLY DIRECTED AT, AND MAY ONLY BE DISTRIBUTED TO, PERSONS WHO FALL WITHIN THE MEANING OF ARTICLE 19 (INVESTMENT PROFESSIONALS) AND 49 (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.)OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 OR WHO ARE PERSONS TO WHOM THE PRESENTATION MAY OTHERWISE LAWFULLY BE DISTRIBUTED. The information contained herein has been prepared to assist outside parties in making their own evaluation of the Company and does not purport to contain all information that such interested parties may desire. In all cases, interested parties should conduct their own investigation and analysis of the Company, its business, prospects, results of operations and financial condition and are welcome to do so by contacting the Company any time before closing. No party has made any kind of independent verification of any of the information set forth herein, including any statements with respect to projections or prospects of the Business or the assumptions on which such statements are based, and does not undertake any obligation to do so. The contents of this Presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with its own legal, business, investment and tax adviser as to legal, business, investment and tax advice. There may have been changes in matters which affect the Company subsequent to the date of this Presentation. Neither the issue nor delivery of this Presentation shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the Company have not since changed and the Company does not intend, and does not assume any obligation, to update or correct any information included in this Presentation. This Presentation includes and is based on, among other things, forward-looking information and statements. Such forward-looking information and statements are based on the current expectations, estimates and projections of the Company or assumptions based on information available to the Company. Such forward-looking information and statements reflect current views with respect to future events and are subject to risks, uncertainties and assumptions. The Company cannot give any assurance as to the correctness of such information and statements. An investment in the Company involves a high degree of risk, and several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this Presentation, including, among others, risks or uncertainties associated with market segments, development, growth management, financing, market acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, fluctuations in currency exchange rates and interest rates and other factors. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. The Company's board of directors hereby confirm that to the best of their knowledge the information regarding the Company contained in the Presentation as of its date is in accordance with the facts and contains no omissions likely to affect the contents of the Presentation, and which may materially influence the assessment of the Company as an investment object or the valuation of the shares in the Company. Market conditions and future prospects have been appraised on the basis of best judgment. Fondsfinans ASA, Kaupthing ASA and Orion Securities AS does not accept any responsibility for the information contained in the Presentation. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts.
Acquisition summary and financing details Eitzen Maritime Services ASA (EMS) to acquire Seven Seas Shipchandlers LLC (Seven Seas) Seven Seas is the leading Middle East ship supplier MUSD 193 in 2007 turnover, EBITDA of MUSD 14.9 Gross acquisition price of MUSD 115 No interest bearing debt Large, modern warehouse with prime location in Dubai included in transaction Financing guarantee in place Private placement of MUSD 50 fully underwritten by Camillo Eitzen & Co. ASA Senior bank debt of MUSD 50 provided by a consortium led by Nordea and Kauthing at LIBOR + 3.25% Two year seller’s credit of MUSD 20 (non-interest bearing) Subsequent offering for EMS shareholders not invited to participate in the private placement EMS has an option to pay up to MUSD 5 of the gross acquisition price in shares * Pre transaction costs
Transaction Summary Private Placement Capital requirement of approximately MUSD 115 in total, whereof MUSD 50 funded by bank debt and MUSD 20 by sellers credit Private placement and documentation MUSD 50 Fully underwritten by Camillo Eitzen & Co. ASA at NOK 3.0 per New Share 65% of the private placement is intended for existing shareholders of which Camillo Eitzen & Co. ASA will subscribe for its pro-rata share Minimum subscription/allotment NOK equivalent to EUR 50,000 Documentation: Investor presentation, term sheet and terms of application Issuer Eitzen Maritime Services ASA Shares sold in private placement Shares prior to private placement 140.5 million New Shares*: 75.7- 85.8 million Price range (NOK): 3.0-3.4 Shares after private placement*: 216.2-226.3 million Pricing Pre offering at NOK 3.2/share (mid-range): MNOK 450 Post offering at NOK 3.2/share (mid-range): MNOK 707 * Numbers can change. Calculations based on a NOK/USD as of 11th June 2008 of 5.15 • Payment and delivery • Time table • Subscription period: 12 June – 23 June 2008 16:00 CET • The company and the managers retain the right to cancel the placement and extend or reduce the subscription period • Payment and delivery • Payment/delivery on or about 27 June (t+4) • Camillo Eitzen & Co. ASA will lend shares to subscribers in the private placement until New Shares are registered in VPS • Shares tradable from or about 27 June • Subsequent Offering • Details to be finalised depending on the Oslo Stock Exchange
High growth through value enhancing acquisitions • EMS’ goal is to become the leading global ship supply and ship management company through acquisitions • The Seven Seas acquisition fits perfectly into EMS’ ship supply division and the long-term strategy of the company
EMS Ship Supply EMS Ship Management • Supplier of food, equipment, spare parts and services to the shipping and offshore industry – providing a good mix of products • Located in 32 ports worldwide, with 500 employees, serving 6 000 ships per year • Strong coverage of Europe/Singapore and presence in the US • 2007 proforma revenues of MNOK 1 225, EBITDA of MNOK 35 (before group management costs) • Ship supply profitability driven by: • Global sales – key account and cross region selling • Increased customer base and new markets • Procurement power • Quick response and reliability • Infrastructure – common IT platform • EMS provides full ship management, crew management, newbuilding & project management and shipping agencies • 120 vessels under full management and 235 vessels under crew management • 430 employees on shore with a pool of almost 6 000 skilled seafarers • 2007 revenues of MNOK 162, EBITDA of MNOK 6 (before group management costs) • EMS Ship management has grown from local units to global business in recent years • Ship management profitability driven by: • Cost effectiveness • Operational efficiency and flexibility • Competence sharing • Access to experienced seafarers 88% 12% Revenue split (2007P)
Global coverage secured through the acquisition Obtaining a global footprint and creating economies of scale and synergies => Improved profitability, growth, balance sheet and stock market attractiveness
A game changer for Eitzen Maritime Services * EMS 2007 figures is proforma incl. full-year of Provimar earnings. 2007 EBITDA include non-recurring restructuring charges of MNOK 27.9 Economies of scale Synchronizing product portfolios, stocking and sourcing Creating the leading global ship supplier company Acquisition will result in a sales growth close to 100% within EMS’ ship supply division • Accretive and favourable economics • 2007 EV/EBITDA of 7.1 based • on year-end 2007 figures incl. property • Earnings accretive from day one • High growth region Closes an important geographical gap for EMS Seven Seas is the dominant Middle East ship supplier Reputed Dubai based company in a fast growing shipping and logistics hub
Seven Seas Shipchandlers – among the most reputed ship chandlers Started in 1986 by Mr. Freddy Sidhwa, age 63 Impressive logistics operation built in a high growth area Management, organization and IT systems in place Prime location of high standard premises with major expansion potential Strong corporate structure with focus on details/ precision Revenue of MUSD 193 in 2007 Approx. 70% of revenues generated from food supplies UAE accounting for around 60% of revenues 60/40 split between military and commercial revenue Strong and competent management with track record Committed to continue after the transaction
Seven Seas facilities and regional sales Dubai facilities (93.000 m2 land, 32.000 m2 buildings) The world’s largest airport under construction (120 mill passengers)
Revenues split 60/40 between military and civil Military sales mix (MNOK 751 in 2007) Civilian sales mix (MNOK 377 in 2007)
Synergies expected from acquisition Increased presence - key account and cross region selling Commercial vessels Navy and military IT and operations Increased procurement power and reduced cost of goods • Higher revenue • Increased market share • Lower cost of purchased goods • HIGHER MARGIN RATIOS
Ship supply market Underlying growth driven by expansion of merchant and offshore fleets New segments opening in navy and fishery Transparent markets with easy access to different ship suppliers’ prices & terms Creates need for efficiency, purchasing power and optimal logistics& sourcing – supported by a fully integrated IT system Increased focus on “global supplier” Global presence important to serve shipping companies better Key account approach Consolidation likely to continue EMS incl. Seven Seas largest player with 4-5% Global ship supplier market estimated to be BUSD 10-15 4-5% market share
High growth region Fundamentals in place to support 10%+ market growth annually
Summary and future ambitions EMS has become the definite leader in ship supply Acquisition gives strong presence in one of the world’s most dynamic and fast growing shipping regions Major leap towards the strategic goal of a global footprint Margins and earning boosted by the acquisition Favourable acquisition price Ship Supply EBITDA margin target has been 5% for EMS. Management will aim to lift total ship supply margins towards 7% as seen for Seven Seas recently. Organic growth expected around 10% annually Ship Management EBITDA margin target of 20% Become 1 of 3 largest players within the ship management market
POTENTIAL RISK FACTORS- including but not limited to; • Market risk • Cyclicality and competition • Geopolitical risks • Financial risk • Credit risk • Tax risk • Exchange rate risk • Liquidity risk • Interest rate risk • Insurance • Stock market risk • Change of control • Estimated impairment of goodwill • Deferred tax assets and income taxes • Provision for bad debt • Pensions • Operational • Labour relations • Access to personnel • Integration • Dependency on large customers • Other risks • Potential dilution of shareholders • Environmental risks • Limitation of ability to make claims against the Company • following a share capital increase • Transfer restrictions • Enforceability of civil liabilities • Exercise of voting rights for nominee shareholders • U.S. Shareholders and certain other foreign shareholders • may be diluted if they are unable to participate in future • offerings
1) Eitzen and Board members 2) management Main shareholders and share price performance
EMS corporate management • Annette Malm Justad, CEO • CEO since 1 April 2006. Previous experience as Vice President and Head of Purchasing in Yara International ASA, as Vice President/Fleet Manager in Norgas Carriers AS and in various technical and commercial positions in Norsk Hydro ASA. • Director in Camillo Eitzen & Co ASA, Aker American Shipping ASA and Petroleum Geo Services ASA • Holds a Master in Technology Management from MIT/NTH and a Master in Chemical Engineering from NTH. • Knut C. Abrahamsen, CFO • CFO since August 2006. Previous experience as CFO in Unitor ASA and SVP Business Processes & IT in Wilhelmsen Maritime Services AS. He has extensive experience in the Ship Service industry through various positions in Unitor in Norway and abroad. • Holds a Bachelor of Science, Finance from University of Colorado • Terje Ask-Henriksen, President EMS Ship Supply • President EMS Ship Supply since May 2006. Previous experience as EVP of Nera ASA and head of Nera Satellite Communication. He has been MD of Elopak in Norway, as well as leading positions in Elcon Finance and Unitor Ships Service • Director of Tower Plc., London and Oset Høyfjellshotel • Holds degrees in Engineering and Economy • Svein Eloff Pedersen, President EMS Ship Management • President, EMS Ship Management since 1st February 2007. Previous experience as MD of Thome Ship Management in Singapore, and has held senior management positions in the shipping industry including Managing Director of Barber Ship Management and Vice President at International Tanker Management Ltd. • Brings with him 30 years of maritime experience, holds a degree in Electronics/Automation
EMS Board of Directors • Axel C. Eitzen, Chairman • CEO of Camillo Eitzen & Co ASA and 4th generation owner through Eitzen Holding AS • Re-established T&E with 2 vessels on technical management after creditor control in 1983 through public listing of • Camillo Eitzen & Co ASA in 2004 • Eitzen Maritime Services ASA in 2006 • Eitzen Chemicals ASA in 2006 • Chairman BoD in EMS and ECHEM, chairman Executive Committee of Gard, director in Det Norske Veritas • Nina Udnes Tronstad • President of Aker Kvaerner's offshore yard at Verdal, Norway. She has long experience from Statoil latest as Executive Vice President HES, and as project director on Kristin field development project • Director in Storebrand Livsforsikring AS, Aker Exploration ASA and Proneo • Holds a degree in chemical engineering from NTH • Mette Espedal • Experience from Tandberg ASA, including finance, administrative management and human resources • Holds a Bachelor’s degree in finance from the Norwegian School of Economics and Business Administration.
EMS Board of Directors, continued • Gunnar Reitan • Executive chairman of Strata Marine & Offshore AS. He has long experience from the SAS Group, Stockholm, the latest as executive vice president and deputy CEO until August 2007. • Serves on the board of Strata Marine & Offshore AS, Northern Logistic Property ASA, Leif Høegh & Co Ltd, Spanair S.A.and Newco Airport Services S.A. • Holds a degree in Business Administration from Trondheim Business School, Norway. • Hilde Waaler • Vice president of communications and public affairs in Seadrill ASA Previous experience from Smedvig and Fabritius Kommunikasjon. • Holds a Bachelor of Science in journalism and public relations from University of Wyoming • Naren Bhatt • One of the founders and Joint Chairman of Supna Holdings (India) Pvt. Ltd. • Has more than 30 years experience in the shipping industry with 16 years sailing experience on board vessels. Capt. Bhatt has since 1995, along with his partners, set up and operated various companies in India as joint ventures with the Eitzen Group, mainly involved in the provision of maritime services. Mr. Bhatt is an Indian citizen and resides in India.