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RAIFFEISEN INVESTMENT M&A IN CEE – WHERE DO WE STAND? WHERE DO WE GO?

RAIFFEISEN INVESTMENT M&A IN CEE – WHERE DO WE STAND? WHERE DO WE GO?. CONTEXT. EMERGING MARKETS WHERE IS GROWTH?. China and India Outperforming growth rates China as the peer group’s largest GDP in total BUT: Expensive by historic standards CEE*

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RAIFFEISEN INVESTMENT M&A IN CEE – WHERE DO WE STAND? WHERE DO WE GO?

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  1. RAIFFEISEN INVESTMENTM&A IN CEE – WHERE DO WE STAND? WHERE DO WE GO?

  2. CONTEXT

  3. EMERGING MARKETSWHERE IS GROWTH? • China and India • Outperforming growth rates • China as the peer group’s largest GDP in total • BUT: • Expensive by historic standards • CEE* • Experienced a substantial slowdown in GDP growth • Company valuation in CEE much lower than peer group’s benchmark PRICE PREMIUM China Average 2010E EV/ EBITDA Multiple: 7.1x India Brazil Russia Turkey CEE PRICE DISCOUNT *Bubble size equals total GDP * CEE= CE+SEE+CIS Source: Raiffeisen Research, Bloomberg, International Monetary Fund

  4. EMERGING MARKETSIS THIS GROWTH SUSTAINABLE? • Only China meets the goals of the Maastricht criteria • General budget balance < 3% of GDP • Public Debt < 60% of GDP • Public debt levels in CEE and Russia substantially lower than in India, Brazil, the Eurozone and the US • Positive learning effect from the crisis is recognizable in the actions of Eastern governments • strict austerity measures • economic cooperation • budget discipline • Household debt level in CEE and Russia substantially lower than in the Eurozone and the US Maastricht Criteria China Brazil Eurozone Turkey Russia CEE India USA CIS CEE SEE CE USA Eurozone Source: Raiffeisen Research, Bloomberg, EU Commission, CSOI, Thomson Reuters, wiiw, Federalreserve.org, Datastream

  5. EMERGING MARKET CENTRAL & EASTERN EUROPELOWER LEVEL OF PUBLIC DEBT AND CURRENT BUDGET DEFICITS Public debt/ Current budget deficit (2010) • Not Eastern Europe, but Southern Europe is the source of economic risks due to high levels of public debt • Average public debt level • CIS-Region c. 12% (% of GDP) • Eurozone c. 79% (% of GDP) • Current budget deficits in CE, SEE, CIS and CEE are significantly lower than in the Eurozone and the PIGS states (Portugal, Italy, Greece, Spain) Quelle: Raiffeisen Research

  6. WHERE ARE THE GOOD NEWS FOR CEE?CONVERGENCE TOWARDS EU GROWTH RATES • CEE population is approx. as high as in the Eurozone or the US. However, GDP/ capita only amounts for 20% of the US and 25% of the Eurozone level • This can be seen as the natural source of convergence towards the Western levels of economic activity and thus as the reason for the outperforming growth rates • Real GDP growth rate forecasts for 2011 express this expectation • CEE: 3,2%; USA: 1,4%, Eurozone: 1,2% • Increasing political stability and experience in crisis management support the positive trends in CEE GDP and growth rates (2010E) Quelle: Raiffeisen Research

  7. EMERGING MARKETSTHE COST OF BUYING GROWTH China • The two charts show that the outperforming growth in Asia and Latin America is reflected in higher company valuations India Turkey Brazil CEE Russia • Based on an EV/ EBITDA multiple, Eastern European companies are trading at a historic low • Asian and Latin American companies seem expensive by historic standards Average 2010E EV/ EBITDA Multiple: 7.1x Left column 5 year average Middle column 1 Year ago Right column 2010E Source: Raiffeisen Research, Bloomberg

  8. WHERE ARE THE GOOD NEWS IN CEE?COMPANY VALUATIONS STILL VERY LOW BY HISTORIC STANDARDS • DEVELOPMENT OF EV/ EBITDA – MULTIPLES • FUNDAMENTAL DATA • After an interim decline in company valuation in CEE, the current valuation level is approx. as high as the 5 year average • This can be explained by the fact that the lower operating EBITDA levels currently express the market capitalisations (which were already reduced by the markets in advance) of the companies Source: Raiffeisen Research, Bloomberg

  9. WHERE ARE THE GOOD NEWS IN CEELABOUR COSTS STILL VERY ATTRACTIVE DEVELOPMENT OF LABOUR COSTS • Despite the high growth rates of industrial wages – especially in the CIS region – the labour costs are still below the EU average • Devaluation of currencies in CEE additionally supported this competitive advantage • CEE incl. CIS will continue to be the preferred production location in Europe EU = 100 Source: Raiffeisen Research

  10. WHAT CAN WE EXPECT?LESSONS LEARNED Company valuation back to reasonable level • „Hype-valautions“ as seen before the economic crisis are over • Sustainable level of company valuation • Fiscal and financing policy of quantitative ease is over • Companies restructured and optimized their activities and business portfolios • Public debt levels and current budget deficits in CEE significantly below the Eurozone average Accurate financing policy is back Market adjustment takes place Risks do not derive from CEE, but from Central and Southern Europe

  11. CONTEXT

  12. M&A TRENDSM&A ACTIVITY AND VOLUMINA – REGIONAL TRENDS Value of M&A deals per region (EUR bn) M&A Development in Central & Eastern Europe (EUR bn) • After the peak in 2007 – both in terms of M&A volume and number of transactions – the market declined substantially internationally and in Central & Eastern Europe • Turnaround was experienced since Q2 2010  higher 2010 YTD (Jan-Oct) M&A volume than in 2009 Source: Bloomberg, Mergermarket

  13. M&A TRENDSM&A IN CEE & SEE M&A MARKET DEVELOPMENT IN CEE (EUR bn) M&A MARKET DEVELOPMENT IN SEE (EUR bn, incl. Turkey) • Both Central & Eastern Europe as well as Southern & Eastern Europe experience a strong comeback of M&A activity in terms of deal value • It can be expected that the low levels of 2009 represent the trough of the M&A development in these regions Source: Bloomberg

  14. 0 RUSSIAM&A DEVELOPMENT DEVELOPMENT OF THE M&A VOLUME IN RUSSIA (EUR bn) TRANSACTION SIZE SPLIT Sector split – transaction volume Sector Split – # of deals Source: Mergermarket, CapitalIQ

  15. TURKEYM&A DEVELOPMENT DEVELOPMENT OF THE M&A VOLUME IN TURKEY (EUR bn) TRANSACTION SIZE SPLIT Sector split – transaction volume Sector Split – # of deals Source: Mergermarket, CapitalIQ

  16. BULGARIAM&A DEVELOPMENT DEVELOPMENT OF THE M&A VOLUME IN BULGARIA (EUR bn) TRANSACTION SIZE SPLIT Sector split – transaction volume Sector Split – # of deals Source: Mergermarket, CapitalIQ

  17. M&A DEVELOPMENTSELECTED COUNTRIES DEVELOPMENT OF THE M&A VOLUME (EUR bn) Source: Bloomberg

  18. M&A IN CENTRAL & EASTERN EUROPEREGIONAL TRENDS • Recovery of M&A markets started in 2010 • RIAG realized strong activities since July • M&A activity in 2010 YTD (Jan-Oct) already outperforming 2009 • Further substantial increase in 2011 is expected 1 Key findings for M&A activity in Central & Eastern Europe • Large multinational companies come back and invest in CEE again, especially in the following sectors: • Consumer goods • Energy & Utilities • Telecom (privatisations) 2

  19. CENTRAL & EASTERN EUROPEPOTENTIAL RISKS 1 • Problems in the banking sector • Increasing number of Non-performing-loans (peak is expected in 2011) • Should be outweighed by higher and constantly increasing capitalisation of banks in CEE 2 • Strict austerity measures are necessary to stabilize the current budget deficits • This decrease in public investment will hamper potential economic growth in the next years 3 • High dependency on FDI (foreign direct investments)  source of instability in times of economic contraction

  20. CENTRAL & EASTERN EUROPECONCLUSION 1 • The economic crisis and its consequences are still present in CEE 2 • 2010 can be described as a new phase of the economic crisis • The trough seems to be passed over 3 • Risks for Central & Eastern Europe are outweighed by the significant growth potential in the region • This future growth is based on demand-pull convergence towards EU level of GDP/ capita • Attractive company valuations and significantly improving corporate performance indicate 2010/ 2011 to be the right time to invest in CEE

  21. CENTRAL & EASTERN EUROPEWHY INVEST IN CEE? 1 • Policy of overheated (in times of expansion) or unsteady (in times of recession) funding is over  funding in CEE back to sustainable and stable structures • Funding resources in CEE are available again Financing • Current economic crisis resulted in learning effects for Eastern countries’ governments  convergence towards EU still strong incentive for ongoing fiscal consolidation in many countries • Increasing political stability • Stabilizing growth rates and promising fundamental data  significant potential to catch up in terms of GDP/ capita • CEE, although lagging behind approx. 1 ½ years compared to Central Europe, is expected to show higher growth rates in 2011 • Lower level of public debt in CEE 2 Macroeconomics Key findings for investing in Central & Eastern Europe 3 • Eastern Europe and Russia offer the most attractive EV/ EBITDA multiples • Companies in CEE are trading at a historic low • Companies in Asia seem expensive by historic standards Company Valuation 4 • European Industry is back to profitability and liquidity • Labour costs in CEE substantially below the EU average • Higher productivity rates compared to other Emerging markets due to higher level of education in CEE Attractiveness of current corporate development

  22. RAIFFEISEN INVESTMENTMERGERMARKET LEAGUE TABLES 2010 (H1) - CEE 10* 3 5 1 4 4 2 3 * Number of deals 3 4 Quelle: Mergermarket

  23. CONTEXT

  24. RAIFFEISEN BANKING GROUPSNAPSHOT Raiffeisen Investment RBI head office in Austria and Network Banks in CEE RBI subsidiaries and representative offices in Europe (branch office in UK) Raiffeisen Bank International AG (RBI) originated from the merger of Raiffeisen Zentralbank Österreich AG's (RZB) customer business segments with Raiffeisen International Bank-Holding AG. The new RBI is now handling the corporate and investment banking in Austria and CEE In CEE, RBI operates an extensive network of subsidiary banks, leasing companies and a range of other specialised financial service providers in 17 markets. 56,000 employees service about 15 million customers through around 3,000 business outlets in the region RBI is the only Austrian bank with a presence in both the world's financial centres and in Asia, the group's further geographical area of focus RBI is a fully-consolidated subsidiary of Raiffeisen Zentralbank Österreich AG (RZB). RZB indirectly owns around 78.5 per cent of the common stock, which is listed on the Vienna Stock Exchange; the remainder is in free float. RZB is the central institution of the Austrian Raiffeisen Banking Group, the country's largest banking group, and serves as the group head office of the entire RZB Group, including RBI

  25. RAIFFEISEN INVESTMENTWITHIN THE RAIFFEISEN BANKING GROUP Acquisitions Monthly 2008 Central European M&A Adviser of the Year Euromoney 2005 - 2009 Best Regional Bank in CEE Global Finance 2007 - 2009 Best Bank in CEE Bank of the Year 2008 in CEE Bank of the Year 2008 in Austria RZB Central institution Risk management Investments RBI • Raiffeisen Bank International AG (RBI) – c. 78.5% owned by RZB • Listed on the Vienna Stock Exchange Commercial & Retail Banking Investment Banking „Equity House“ Raiffeisen Centrobank AG „M&A House“ Raiffeisen Investment AG „Debt House“ Raiffeisen Bank International Domestic & International Operates banks, leasing companies and numerous specialist financial service providers in 17 CEE countries Debt Capital Markets& Loan Syndication Mergers & Acquisitions Equity Capital Markets Fixed Income Sales & Trading Privatisations Equity Sales & Trading RBI operates branches, subsidiaries and representative offices in Europe, North America and Asia Structured Transactions Equity Research Securitisation Private Placements Merchant Banking

  26. Central Europe M&A Adviser of the Year 2008 Best M&A House in CEE 2008 Best M&A Deal in CEE 2008 1 Deal of the Year 2008 in Bulgaria – M&A 2 RAIFFEISEN INVESTMENTTHE LEADING M&A ADVISER IN CENTRAL AND EASTERN EUROPE Strong Track Record Since its foundation in the early 1990s, Raiffeisen Investment has successfully advised on more than 500 transactions in the fields of M&A, privatisations and related financial advisory services Raiffeisen Investment major involvements: • in more than 50% of all steel transactions in CEE over the last five years • in 50% of all mobile communication transactions in SEE • currently involved in the majority of all energy transactions in the region Local Expertise From its headquarters in Vienna, Raiffeisen Investment manages a strong network of 13 subsidiaries and representative offices with more than 70 professionals in Austria and CEE who maintain relations to local decision makers and authorities Industry and Sector Expertise Our sector based approach means that we have contacts to all major industry players as well as a deep understanding of the relevant markets Pioneering Efforts in CEE/CIS Raiffeisen Investment was a pioneer in most CEE countries offering financial advisory services since the early 1990s. We have been maintaining relations to governments and local and regional enterprises ever since Strong Network Banks and Financing Capabilities Raiffeisen's strong presence in the CEE/CIS region provides Raiffeisen Investment with the leverage of a strong network of commercial banks. Clients benefit from the excellent financing capabilities of the Raiffeisen Banking Group M&A advisory firm of the year in CEE in 2010 M&A Adviser of the Year in Austria 2008 and 2009 Best Privatisation in EMEA in 2009 1 The awarded transaction is the acquisition of Asiban by Groupama. 2The awarded transaction is the acquisition of Bulgaria Telekom by AIG.

  27. RAIFFEISEN INVESTMENTINTEGRATED ADVISORY Russia Mergers & Acquisitions Serbia Kosovo Slovenia Romania Turkey Privatisations Austria Croatia Belarus Ukraine Structured Transactions Poland Czech Republic Resources of Raiffeisen Group Hungary Bosnia Macedonia Private Placements Montenegro The combination of product, country and sector expertise ensures the best solutions for our clients Slovak Republic PPP-Advisory Bulgaria Raiffeisen Investment provides a wide range of investment, financial advisory and tax driven services in CEE/CIS and Austria Real Estate Chemicals & Industrials Life Sciences Consumer Goods Energy & Utilities Financial Sponsors Central Europe M&A Adviser of the Year 2008* Telecoms, Media, Technology Infrastructure Metals & Mining Financial Institutions * Awarded by “Acquisition Monthly“ a Thomson financial publication

  28. RAIFFEISEN INVESTMENTSELECTED TRANSACTIONS 2010 2010 2010 2010 MMEKA MMEKA Privatization Authority of the Turkish Republic privatized electricity distribution company in Boğaziçi region. Raiffeisen Investment acted as financial advisor to the Privatization Authority of the Turkish Republic. Privatization Authority of the Turkish Republic privatized electricity distribution company in Izmir and Manisa region. Raiffeisen Investment acted as financial advisor to the Privatization Authority of the Turkish Republic. Privatization Authority of the Turkish Republic privatized electricity distribution company in Trakya region. Raiffeisen Investment acted as financial advisor to the Privatization Authority of the Turkish Republic. Privatization Authority of the Turkish Republic privatized electricity distribution company in Dicle region Raiffeisen Investment acted as financial advisor to the Privatization Authority of the Turkish Republic. 2010 2010 2010 2010 Privatization Authority of the Turkish Republic privatized electricity distribution company in Fırat region Raiffeisen Investment acted as financial advisor to the Privatization Authority of the Turkish Republic. Privatization Authority of the Turkish Republic privatized electricity distribution company in Van Gölü region Raiffeisen Investment acted as financial advisor to the Privatization Authority of the Turkish Republic. Privatization Authority of the Turkish Republic privatized electricity distribution company in Uludağ region Raiffeisen Investment acted as financial advisor to the Privatization Authority of the Turkish Republic Privatization Authority of the Turkish Republic privatized electricity distribution company in Çamlıbel region Raiffeisen Investment acted as financial advisor to the Privatization Authority of the Turkish Republic.

  29. RAIFFEISEN INVESTMENTSELECTED TRANSACTIONS (CONT‘D) 2010 2010 2010 2010 BLBV The shareholders of Hobi Kozmetik sold 100% of the share capital of the company to Dabur India Limited Raiffeisen Investment acted as exclusive sell-side financial advisor to the shareholders of Hobi Kozmetik Constantia Privatbank sold itsoperating banking assets. Raiffeisen Investment acted as financial advisor to the vendor. In February 2008, SSL International Plc had acquired a 15.5% stake in BLBV, which was increased in 2009. In 2010 SSL increased its stake from 50% stake plus one share to75% in BLBV. Raiffeisen Investment acted as financial advisor to the acquirer. Global Finance PE sold its investment in Bulgarian coffee shop chain ONDA to Lavazza Group. Raiffeisen Investment acted as financial advisor to the seller. 2010 2010 2010 2010 Private Investors KTM Power Sports AG completed a capital increase against contribution in kind and in cash by Bajaj Auto International Holding B.V. Raiffeisen Investment acted as financial advisor to KTM Power Sports. Ceynak Lojistik acquired 36-year concession right of Samsun Port from the Privatization Authority of Turkish Republic Raiffeisen Investment acted as exclusive buy-side financial advisor to Ceynak Lojistik The shareholders of ABK Enerji sold 100% of the share capital of the company toa group of private investors Raiffeisen Investment acted as exclusive sell-side financial advisor to the shareholders of ABK Enerji Metsäliitto Group sold its Romanian assets of Finnforest Baco. Raiffeisen Investment acts as financial advisor to the seller.

  30. RAIFFEISEN INVESTMENTSELECTED TRANSACTIONS (CONT‘D) 2010 2009-2010 2009-2010 2009-2010 VERBA Lekkerland Europe sold 100% stake in its Hungarian operations to Verba, a Hungarian consortium of investors. Raiffeisen Investment acted as financial advisor to the seller. Mid Europa Partners acquired 64.6% in the Hungarian provider of fixed line telecommunications and broadband internet services Invitel Holdings from Danish telecom incumbent TDC for a total consideration of EUR 740m. Raiffeisen Investment, together with Lazard, acted as financial advisor to the acquirer. Advisory to SRF during acquisition of selected assets of Kord Group Raiffeisen Investment acted as financial advisor to the acquirer Advisory to ČEZ, a. s. during the acquisition of GESO/ENSO, the German regional utility companies Raiffeisen Investment acted as financial advisor to the acquirer . 2009 2009 2009 2009 BC Partners acquired 100% of the laboratory diagnostics company Futurelab and 40% of Augsburg based Synlab Raiffeisen Investment acted as financial advisor to the acquirer. Constantia Privatbank sold itsproperty management company IMV Immobilien Management GmbH. Raiffeisen Investment acted as financial advisor to the vendor. The shareholders of Yeni Ilac sold 100% of the share capital of the company to Recordati Raiffeisen Investment acted as exclusive sell-side financial advisor to Yeni Ilac shareholders. Advisory to Air France-KLM S.A. during the privatization of the Czech Airlines Raiffeisen Investment acted as financial advisor to the acquirer.

  31. LATEST INTERNATIONAL AWARDSRAIFFEISEN BANKING GROUP Best Privatisation in EMEA 2009 Best M&A House in CEE 2008 & Best M&A Deal in CEE 2008 1 M&A Adviser of the Year in Austria 2008 and 2009 Central Europe M&A Adviser of the Year 2008 Deal of the Year 2008 Bulgaria 2 1 The awarded transaction is the acquisition of Asiban by Groupama. 2The awarded transaction is the acquisition of Bulgaria Telekom by AIG.

  32. LAZARD & RAIFFEISEN INVESTMENTJOINING FORCES IN M&A ADVISORY FOR CSEE A unique type of cooperation based on a strong local presence and worldwide expertise Lazard and Raiffeisen Investment are currently working on numerous joint projects in the region • In the first half of 2010 number one for restructuring advise*** • Leading M&A adviser • Unparalleled brand recognition • Global operations: 35 cities across 17 countries in North America, Europe, Asia, Australia and South America • Sector teams with specific industry expertise • First class M&A and corporate finance execution capabilities • Access to markets outside of Russia & the CEE region • M&A adviser of the year in 2009* • CEE M&A adviser of the year in 2008** • Strong team with longstanding execution expertise gained in more than 500 transactions • On-ground presence in Central & Eastern Europe with around 100 professionals in Austria and 13 CEE countries • In-depth CEE-focused sector know-how based in Vienna, supported by country expertise from our local subsidiaries • A strong network of subsidiaries enables Raiffeisen Investment to offer the broadest product range in the CEE region Premium regional relationships and global execution capabilities *Awarded by „ACQ magazine“ • **Awarded by “Acquisition Monthly“ a Thomson financial publication • ***source: efinancialnews

  33. Raiffeisen Investment Lazard JOINING FORCES OF LAZARD AND RAIFFEISEN INVESTMENTGLOBAL REACH OF CLIENTS AND MARKETS America Europe Asia Pacific North America: Boston, Chicago, Houston, Los Angeles, Montreal, New York, San Francisco and Toronto South America – Brazil: Signatura Lazard 50:50 Joint Venture; Argentina: Strategic Alliance with MBA Lazard: Amsterdam, Bordeaux, Frankfurt, London, Lyon, Madrid, Milan, Paris, Rome, Stockholm and Zurich Raiffeisen Investment: Belgrade, Bucharest, Budapest, Istanbul, Kiev, Moscow, Podgorica, Prague, Sarajevo, Sofia, Vienna, Warsaw and Zagreb Asia: Hong Kong, Mumbai, Beijing, Seoul, Singapore and Tokyo Australia: Brisbane, Melbourne and Sydney

  34. Energy & Utilities – Henning von Stechow Heinz Sernetz Structured Transactions – R. Schmid-Grimburg Financial Sponsors – Peter Köhler Consumer Goods & Life Science – Klaus Imhof Industrials – Richard Golden Team Austria – Peter Unger Team Slovenia – Sandra Rath TMT Team – Stefan Wala E: h.stechow@raiffeisen-investment.comT: +43 (0) 1 710 54 00 132M: +43 (0) 664 627 53 32 E: h.sernetz@raiffeisen-investment.comT: +43 (0) 1 710 54 00 113M: +43 (0) 664 627 53 13 E: p.unger@raiffeisen-investment.comT: +43 (0) 1 710 54 00 138M: +43 (0) 664 627 53 38 E: s.rath@raiffeisen-investment.comT: +43 (0) 1 710 54 00 154M: +43 (0) 664 627 53 54 E: r.golden@raiffeisen-investment.comT: +43 (0) 1 710 54 00 173M: +43 (0) 664 627 19 73 E: k.imhof@raiffeisen-investment.comT: +43 (0) 1 710 54 00 147M: +43 (0) 664 627 53 47 E: p.koehler@raiffeisen-investment.comT: +43 (0) 1 710 54 00 146M: +43 (0) 664 627 53 46 E: rsg@raiffeisen-investment.comT: +43 (0) 1 710 54 00 124M: +43 (0) 664 627 53 24 E: s.wala@raiffeisen-investment.comT: +43 (0) 1 710 54 00 116M: +43 (0) 664 627 53 16 Martin Schwedler E: m.schwedler@raiffeisen-investment.comT: +43 (0) 1 710 54 00 155M: +43 (0) 664 627 53 55 Wolfgang Putschek E: w.putschek@raiffeisen-investment.comT: +43 (0) 1 710 54 00 123M: +43 (0) 664 627 53 23 RAIFFEISEN INVESTMENTCONTACTS Members of the Executive Board Sector / Country Heads Raiffeisen Investment AG A-1015 Vienna Krugerstraße 13 E: office@raiffeisen-investment.com T: +43 (0) 1 710 54 00 160 F: +43 (0) 1 710 54 00 169

  35. RAIFFEISEN INVESTMENTSUBSIDIARIES & REPRESENTATIVE OFFICES (1) Representative Office

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