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Merger of and November 24, 2006

Merger of and November 24, 2006. Disclaimer.

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Merger of and November 24, 2006

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  1. Merger of and November 24, 2006

  2. Disclaimer Statements related to the prospects of the business, estimates for operating and financial results, and those related to growth prospects of the companies eventually expressed in this release, are merely projections and, as such, are based exclusively on the expectations of the companies’ management concerning the future of the business and its continued access to capital to fund the companies’ business plans. Such statements rely, substantially, on changes in market conditions, government regulations, competitive pressures, the performance of the Brazilian economy and the industry, among other factors and are, therefore, subject to change without prior notice. 1

  3. Agenda • Highlights of Lojas Americanas and Americanas.com • B2W: Combination of two successful companies • Strategic rationale for the merger • Key terms of the transaction • Implications to shareholders of Lojas Americanas 2

  4. Lojas Americanas – Key Operating and Financial Highlights Selling Area and Number of Stores Gross Sales (R$ in million) CAGR: 20% EBITDA and EBITDA Margin (R$ in million) Revenue per Employee (R$ in ‘000) CAGR: 19% CAGR: 38% (1) LTM information as of September 30, 2006. 3

  5. Americanas.com – Key Operating and Financial Highlights1 Number of Clients (‘000) Number of Orders (‘000) CAGR: 60% Gross Sales (R$ in million) EBITDA (R$ in million) +160 bp +290 bp CAGR: 100% +130 bp Note: LTM information as of September 30, 2006. (1) Consolidated information (Americanas.com plus Shoptime). Shoptime was acquired in August 2005 and financial information has been consolidated since September 2005. 4

  6. B2W emerges with a solid economic and operational platform built by Americanas.com and Submarino within the past years B2W: Combination of Two Successful Companies • 1999: Foundation • 2005: IPO • 2006: Follow-on • 2006: Acquisition of Ingresso.com and Travelweb • 1999: Foundation • 2000: Capital injection from financial sponsors • 2005: Acquisition of Shoptime • Successful integration and significant operational synergies achieved • 2006: Fully owned subsidiary of Lojas Americanas Net Revenues and EBITDA Margin (R$ in million) Net Revenues and EBITDA Margin (R$ in million) (1) LTM information as of September 30, 2006. 5

  7. Key Highlights of the New Company • Gross Revenues LTM 3Q2006: R$2.1 billion • EBITDA LTM 3Q2006: R$180 million • EBITDA Margin LTM 3Q2006: 12.0% • Unique platform with successful brands and significant growth potential Kiosks Americanas.com TV 6

  8. Combination of successful operating practices and platforms, generating immediate benefits to clients, shareholders and employees Strategic Rationale • Enhanced growth potential by expanding sales channels and offering new products and services • Maintenance of absolute history of success and client relationship of both companies: tradition of the Americanas brand and Submarino’s pioneering • Experienced management teams with proven execution capabilities • Platform for immediate international expansion: scale and capacity to explore globalization opportunities in the retail market • Creation of the largest retail company listed under the “Novo Mercado” • Best practices of Corporate Governance 7

  9. B2W emerges with the commitment and strong potential for improved value creationto its shareholders Strategic Rationale (Cont’d) • Focus on the development of its employees, alignment of interests among all stakeholders and consequently value creation to shareholders • Solid positioning to capture benefits from the domestic and international retail market expansion • Significant economies from efficiency gains and operating synergies • Immediate implementation of best practices from each company • i.e. logistics, fulfillment, marketing, fraud management, telemarketing, hosting/links, etc • Natural benefits derived from economies of scale • i.e. maximization of product mix, elimination of operating redundancies, etc. • Optimization of working capital • Present value of synergies derived from the transaction estimated in approximately R$800 million 8

  10. B2W: result of total merger of Americanas.com and Submarino Key Terms of the Transaction Structure • Full merger of Americanas.com and Submarino, creating B2W Ownership • 53.25% Lojas Americanas and 46.75% Submarino shareholders (fully diluted) Listing • Novo Mercado, Bovespa Senior Management • Co-CEOs (minimum period of 1 year) Corporate Governance • By-laws of B2W based on Submarino’s by-laws • Board of Directors formed by 5 members indicated by Lojas Americanas and 4 independent • Audit committee formed exclusively by independent directors • Vote of a majority of independent directors required for certain actions • 2 year lock-up period • 4 year standstill period 9

  11. Illustrative Transaction Structure Pre-merger Structure – Americanas.com Ownership Structure After the Merger Controlling Shareholders Float Submarino Shareholders Lojas Americanas R$500 million capital reduction / distribution R$175 million capital increase Lojas Americanas 100% Submarino Americanas.com Americanas.com Pre-merger Structure – Submarino 100% of Submarino shares 100% of Americanas.com shares Float B2W 100% 43.75% of B2W shares 53.25% of B2W shares Submarino 10

  12. Recent Financial Performance B2W • LTM information as of September 30, 2006. 11

  13. Pro Forma Capitalization Adjustments B2W • Includes capital de reduction of R$500 million at Submarino and cash injection of R$175 million in Americanas.com • Note: For the full terms of the capitalization of B2W and the respective contribution of both Submarino and Americanas please refer to the Merger Agreement and other relevant transaction documents 12

  14. Transaction allows a better valuation of Lojas Americanas Key Implications for Lojas Americanas • Immediate value reference for online retail operations • Availability of information • Clear value reference based on B2W market capitalization • Value creation after merger • Better growth perspectives / operating platform • Potential synergies Opportunity to capture and better evaluate off-line retail operations 13

  15. Sequence of Events • Transaction already approved and recommended by the Board of Directors of Lojas Americanas and Submarino • Closing conditions • Submarino shareholders’ approval • Anti-trust / regulatory approval • Expected closing by December 2006 14

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