Acquisition of 34% stake in UTA Conference call October 20, 2014 - - PowerPoint PPT Presentation

Acquisition of

34% stake in UTA

Conference call October 20, 2014

A key strategic step in Expense management

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A unique opportunity to enter the European Fuel & Fleet market and make Edenred a global player 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

(1) 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. (2) 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. (3) Net profit before goodwill amortization.

UTA’s unique selling proposition in the Heavy Fleet segment

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A unique and leading player in the Heavy Fleet segment, with a key asset: Europe-wide coverage of service and toll stations

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

(1) Through a combination of different systems (on-board systems, e-vignettes…)

# countries # fuel stations

40 34,000 42 39,000 22 8,000

UTA’s special offer in partnership with Daimler

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• MercedesServiceCard represents 30% of UTA’s total volume

A 10-years partnership with Daimler(1), which holds a 15% stake in UTA

UTA

• Toll and service

stations network

• Card

processing

• Client

management

Daimler

• Access to

Mercedes-Benz truck customers

• Access to

Mercedes-Benz workshops

MercedesServiceCard Joint Venture

Offer of 2 Mercedes branded cards:

• For fuel and tolls, with special

fuel discounts

• For Mercedes-Benz

workshops

49% 51%

(1) The 10-year commitment will run from the acquisition closing date.

• Take-up rate of around 2.1%
• Ebitda margin: ~35%
• No float

UTA’s key metrics for 2013

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Solid business with strategic positions and significant growth potential

Key figures

• >60,000 clients
• >500,000 active cards
• €3.1bn in issue volume:

Business model

61% 37% 2% Fuel Toll Road assistance 53% 47% Merchants Clients

• 70% of volume in Germany

Strong synergies to enhance growth

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Edenred and UTA have identified a number of initiatives to speed up growth in the European Fuel & Fleet market

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)

A deal structure enabling further value creation

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A gradual transition with a shared approach to implement synergies

A 3-step approach Ownership structure post closing

51% 34% 15%

Two founding families

(Eckstein and Van Dedem)

Edenred

Daimler

2014- 2015

Acquisition of a 34% stake

• wned by BP

2015- 2017

Synergies implementation in pilot countries

2017- 2019

Call to buy a 17% stake from founding families

A value creative transaction

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A deal aligned with the Group’s M&A strategy, financed using FCF

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

(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) (3) Net profit before goodwill amortization.

A compelling strategic transaction

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Unique value creative opportunity to enter the European Fuel & Fleet market and become a global player in Expense management

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

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

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

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

Appendice

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European Fuel & Fleet market

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An attractive market with significant growth potential for multi-brand card issuers

Heavy Fleets

OTR – Over the Road Trucks >3.5t, Buses, Coaches

• >11 m vehicles
• >60 bn liters of fuel
• €80 bn spent on fuel

Light Fleets

Cars Light Commercial Vehicles <3.5t

• >60 m vehicles
• >150 bn liters of fuel
• €220 bn spent on fuel