Presentation

Acquisition of
34% stake in UTA
Conference call
October 20, 2014
A key strategic step in Expense
management
 A unique opportunity to enter the Fuel & Fleet market in Europe, through the
two-stage acquisition of a controlling interest in UTA(1), a leading European player
in the Heavy Fleet segment present in 40 countries
 A strategic step to turn Expense management into a second pillar of the
Group’s offering, with 30% of pro forma issue volume in 2013(2) (versus 12%
reported)
 A transaction for Edenred with significant synergies to enhance growth in
Europe, in a market with low penetration of Fuel & Fleet multi-brand card issuers
 An accretive acquisition, with a 1 to 2% positive impact on net profit and
a 2 to 3% positive impact on net profit before non-cash items(3) in 2015
A unique opportunity to enter the European Fuel & Fleet market
and make Edenred a global player in Expense management
(1)
(2)
(3)
Acquisition of a 34% stake in UTA on October 17 2014, and call option for an additional 17% interest exercisable from 2017 to 2019. This acquisition is subject to approval by
European competition authorities.
100% of UTA would be consolidated if the call is exercised from 2017 to 2019. In this hypothesis, Expense management would represent 30% of Group 2013 issue volume. 2
Net profit before goodwill amortization.
UTA’s unique selling proposition
in the Heavy Fleet segment
Key differentiating factors


Unique Europe-wide coverage:
an integrated network of 34,000
service stations and access to toll
systems(1)
Value-added services: VAT
recovery services all over Europe,
road assistance and maintenance
in a network of 6,000 workshops
A large network in Europe
# countries
# fuel stations
40
34,000
42
39,000
22
8,000
A unique and leading player in the Heavy Fleet segment, with a key asset:
Europe-wide coverage of service and toll stations
(1) Through a combination of different systems (on-board systems, e-vignettes…)
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UTA’s special offer
in partnership with Daimler
49%



UTA
Toll and service
stations
network
Card
processing
Client
management
MercedesServiceCard
Joint Venture
Offer of 2 Mercedes
branded cards:
Daimler

Access to
Mercedes-Benz
truck
customers

Access to
Mercedes-Benz
workshops
• For fuel and tolls, with special
fuel discounts
• For Mercedes-Benz
workshops
51%
 MercedesServiceCard represents 30% of UTA’s total volume
A 10-years partnership with Daimler(1), which holds a 15% stake in UTA
(1) The 10-year commitment will run from the acquisition closing date.
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UTA’s key metrics for 2013
Key figures
Business model
 >60,000 clients
 >500,000 active cards
 €3.1bn in issue volume:
Road assistance
2%
Toll
37%
61%
 Take-up rate of around 2.1%
Clients
47%
Fuel
 70% of volume in Germany
53%
Merchants
 Ebitda margin: ~35%
 No float
Solid business with strategic positions and significant growth potential
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Strong synergies to enhance growth
Heavy Fleet
Speed up the development of
UTA solutions in Central and
Eastern Europe,
by leveraging Edenred
presence in 7 countries
in the region
Light Fleet
Launch new UTA Light Fleet
solutions backed by
Edenred’s existing
platforms in Europe
(nearly 1,200 salespeople
and 300,000 clients)
Edenred and UTA have identified a number of initiatives
to speed up growth in the European Fuel & Fleet market
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A deal structure enabling further
value creation
A 3-step approach
2014- Acquisition of a 34% stake
2015 owned by BP
2015- Synergies implementation
2017 in pilot countries
2017- Call to buy a 17% stake
2019 from founding families
Ownership structure
post closing
Daimler
15%
51%
34%
Edenred
Two
founding
families
(Eckstein and
Van Dedem)
A gradual transition with a shared approach to implement synergies
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A value creative transaction
Key metrics
 Acquisition of a 34%-stake for
~€150m (1)
 Valuation: ~14x PE (2)
 Call option for a 17%-stake
exercisable from 2017 to 2019
 Expected close: Q1 2015
Consolidation
 Reporting of 34% of UTA net
income as a share of income
in the P&L and as dividends
received in FFO
 Accretive to earnings, with a
1 to 2% positive impact on net
profit and a 2 to 3% positive
impact on net profit before
non-cash items(3) in 2015
A deal aligned with the Group’s M&A strategy, financed using FCF
(1) The acquisition of a 34% stake of UTA is subject to approval by European competition authorities.
(2) UTA net result includes share of income from MercedesServiceCard and dividends from its 17% stake in AGES (payment service provider for German tolls)
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(3) Net profit before goodwill amortization.
A compelling strategic transaction
Attractive
market


~€300bn spent on fuel in Europe across the Heavy and Light fleet segments
Significant growth potential in a market with low penetration of multi-brand
card issuers
UTA,
European
leader

A leading player in the Heavy Fleet segment, with a multi-brand card
accepted in a Europe-wide network of 34,000 service stations
€3.1bn in issue volume
Strong
synergies

Leverage Edenred’s European presence and sales force to speed up the
development of Heavy Fleet solutions and launch new Light Fleet solutions
Value
creative
transaction



~€150m for 34% stake , with a call option on 17% to reach 51% from 2017
Accretive to earnings from the 1st year
Financed using FCF

Unique value creative opportunity to enter the European Fuel & Fleet market and
become a global player in Expense management
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Appendice
Titre du document - date - Arial regular 8pts
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European Fuel & Fleet market
Heavy Fleets
OTR – Over the Road
Trucks >3.5t, Buses, Coaches
Light Fleets
Cars
Light Commercial Vehicles <3.5t
 >11 m vehicles
 >60 m vehicles
 >60 bn liters of fuel
 >150 bn liters of fuel
 €80 bn spent on fuel
 €220 bn spent on fuel
An attractive market with significant growth potential for multi-brand card issuers
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