COSTAMP GROUP INVESTOR PRESENTATION MILANO, 24 MAGGIO 2018 1968 - - PowerPoint PPT Presentation
COSTAMP GROUP INVESTOR PRESENTATION MILANO, 24 MAGGIO 2018 1968 2018 COSTAMP GROUP INVESTOR PRESENTATION CO.STAMP MODELLERIA BRAMBILLA MAIN STEPS OF THE REVERSE TAKEOVER MATTEO PONTELLO Gruppo INVEST BANCA SpA Corporate Finance 2
COSTAMP GROUP INVESTOR PRESENTATION
MILANO, 24 MAGGIO 2018
COSTAMP GROUP INVESTOR PRESENTATION 2
MATTEO PONTELLO Gruppo INVEST BANCA SpA – Corporate Finance
COSTAMP GROUP INVESTOR PRESENTATION
May 31st 2017 Modelleria Brambilla S.p.A. and Co.Stamp S.r.l. signed a non-binding Letter of Intent (LOI) containing the intentions to reach an Agreement that could lead to the integration of the two companies. July 28th 2017 Modelleria Brambilla signed the Investment Agreement which concerns its combination with Co.Stamp S.r.l. The investment agreement foresees that the deal takes place through a capital injection by Modelleria Brambilla up to a maximum of Euro 62,621,100 inclusive of price premium, through the issuance of a maximum number of shares of n. 38,655,000 which will be fully underwritten by Co.Stamp via a provision of the total amount of the shares of a newly established company (i.e. Co.Stamp Tools S.r.l.), which will consist of the whole Co.Stamp’s existing operating activity. As an effect of the capital increase, Co.Stamp will acquire the 90.9757% of the Issuer’s equity. Feb 21st 2018 Execution of the capital injection by Modelleria Brambilla up to a maximum of Euro 62,621,100 inclusive of price premium, through the issuance of a maximum number of shares of n. 38,655,000 which will be fully underwritten by Co.Stamp via a provision of the total amount of the shares of Co.Stamp Tools S.r.l. (newly established company 100% by Co.Stamp S.r.l. which consists of the whole Co.Stamp’s existing operating activity). Feb 21st 2018 The execution of the capital injection resulted in the obligation to promote a tender offer at Euro 3.00 per share, in order to purchase all of the shareholders’ shares of Modelleria Brambilla. Next steps Capital increase of a maximum of Euro 4,999,000 between the conclusion of the tender offer and Aug 30th 2018, already approved on Dec 14th 2017 and sale of shares by major shareholder Co.Stamp Srl, in order to achieve a minimum of 10% of floating capital. Both actions aim at increasing the free float and fostering investments.
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MARCO CORTI CHAIRMAN & CEO GABRIELE BONFIGLIOLI HEAD OF “LPDC & GRAVITY” MICHELE TOMBINI CHIEF COMMERCIAL OFFICER
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COSTAMP GROUP INVESTOR PRESENTATION
HPDC DIES (46% 2016 revenues)
Aluminum Magnesium
Structural parts Powertrain
LPDC & GRAVITY DIES (36% 2016 revenues) PLASTIC DIES (18% 2016 revenues)
Plastic
Aluminum Cast iron Powertrain Structural parts Bumpers Door Panels 5
Injection machines from 160 tons up to 3000 tons HPDC machines from 500 tons up to 4500 tons Pouring machines
COSTAMP GROUP INVESTOR PRESENTATION 65% 17% 5% 4% 3% 3% 3%
Production Design Quality Logistics Administration Purchase Sales
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Production and Sales Office:
Sales Office:
Sales Office:
Sales Office:
Sales Office:
After Sales Support:
After Sales Support:
EMPLOYEES BREAKDOWN BY COMPETENCES Personnel # Sirone HQ 176 Turin facility 32 Pama 21 PiQ2 5 Correggio 63 San Giovanni in Persiceto 14 Total 311
COSTAMP GROUP INVESTOR PRESENTATION
1968 1982 1988 1994 1999 2003 2004 2008 2011 2013 2014 2015 2016 2017 2018 Foundation Purchase of first CNC milling machines
First automotive die – Steering Housing Move to the new premises in Sirone (LC) Purchase and installation of the 1st HPDC press, for our internal sampling department Acquisition of 49% of the shares of PAMA Srl First structural part HPDC die - Shock Tower ISO/TS 16949 Certification Opening and start up of new plant in Rivalta (TO), for plastic injection molds New expansion of Sirone plant: rough cutting & drilling facility Launch of new dedicated warehouse for finished castings Takeover of PiQ2, company that develops simulation software Horizon 2020Award Reverse takeover with Modelleria Brambilla, founded in 1951 and listed on AIM Italia. ISO 14001 Environmental Certification and OHSAS 18001 Safety And Health Certification.
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COSTAMP GROUP INVESTOR PRESENTATION
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COSTAMP GROUP SPA*
100% 51%
Marco Corti Chairman & CEO Aldo Alessandro Corti Director Carlo Corti Director Davide Corti Director Cesare Carbonchi Director Gabriele Bonfiglioli Director Giacomo Maria Molteni Director
97,78% 0,17% 2,05% Co.Stamp S.r.l. Own Share Other shareholders*
* of which 0.165% owned by Gabriele Bonfiglioli (Director)
50% 49% 72.6%
LPDC Die holders Software HPDC and Plastics
COSTAMP GROUP INVESTOR PRESENTATION 9
8.500 11.80012.500 10.400 14.700 17.200 14.800 17.700 25.800 21.800 31.900 36.700 40.615 *58.700 10.000 20.000 30.000 40.000 50.000 60.000 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
*2016 data are pro-forma consolidated
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(1) Pro-forma consolidated 2016 (2) Casting and Extrusion Division only (3) LPDC sold in 2016 (4) 2015
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TURN-KEY SERVICE
A) PROJECT MANAGEMENT B) DESIGN D) TRY-OUTS/SMALL PRODUCTIONS C) HPDC/LPDC DIES
1. Equipment manufacturing; 2. Consultancy service from A to Z. 1. Part co-design; 2. Die design; 3. Simulation work (PIQ2). 1. Complete dies; 2. Complete sets of casting inserts; 3. Maintenance & Refurbishment. 1. Samplings: Costamp Group is equipped with an internal foundry department in the Sirone plant; 2. Dimensional and metallurgical controls; 3. Complete set-up process; 4. Process development; 5. Production of small batches & special series; 6. Post-sales service/support.
COSTAMP GROUP INVESTOR PRESENTATION
12 Rear Grill – Aesthetic part Magnesium – Instrument panel Magnesium – FEC Door frame Structural part – Tailgate Structural part – Shock tower Powertrain die – Gearbox Housing Third plate & 4 slides – Camshaft Housing Battery Housing
COSTAMP GROUP INVESTOR PRESENTATION
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ShockTowers Front Crossbeam BearingFlange Window Frames
STRUCTURAL PARTS
InstrumentPanels
POWERTRAIN TRUCK
CylinderHead Cover Steering housing FlangeHousing ClutchHousing Cylinderblocks Gearboxhousing Ladderframe Cover CoolingDuct TransmissionHousing Oil Pan Flywheel Housing
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Products Applications
CylinderHead Cover Engine Blocks ( Various configurations ) Gearbox Housing Exhaust Manifold
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PUZZLE DIE ADVANTAGES VS. TRADITIONAL DIES
PPAP cost
COSTAMP GROUP INVESTOR PRESENTATION
MICHELE TOMBINI CHIEF COMMERCIAL OFFICER
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COSTAMP GROUP INVESTOR PRESENTATION
complete the product or simply get it ready for distribution, i.e. a separate set of preassembled components to be installed on the vehicle. Tier 1 companies reduce the manufacturer's interfaces and simplify the management of supplies. They are often tightly coupled with one or two OEMs. Notable examples: Robert Bosch, Continental, Magna International, ZF, Magneti Marelli, Brembo, Sogefi.
company supplies products to a Tier 1 (who then supplies the parts to an OEM). In some cases a parts manufacturer can be BOTH a Tier 1 and Tier 2 supplier depending on who they are supplying parts to. Foundries are typical Tier-2 suppliers. Notable examples: Nemak Group, Georg Fischer, Martinrea Honsel, Endurance Group, Teksid Aluminium
Thus mainly operating as sub-contractors of Tier-1 suppliers. Toolmakers and equipment manufacturers are usually grouped in this category.
SUPPLIERS
% on the turnover of car parts industry in Italy
Source: Unicredit Report
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COSTAMP GROUP INVESTOR PRESENTATION
71,6 68,3 65,6 75,0 78,2 82,1 85,6 88,3 89,7 93,9
4,7%
14,3% 4,3% 5,1% 4,2% 3,2% 1,5% 4,7%
2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Mln of Vehicles Change % yoy
Global registrations of vehicles 2007-2016 2016 Global registrations of vehicles by type
In 2016, the world automotive market, with 93.9 million registered motor vehicles, showed an acceleration compared to the dynamics that had marked the three previous years, with a growth of 4.7% vs 2015. The world car market grew by 4.8% in 2016, reaching the size of 69.4 million new vehicle registrations. The market
Light Commercial Vehicles, which in 2016 represent about 20% of all motor vehicles registered during the year, reinforces the 2015 growth trend and records a +4.4% y/y . 2017 marks a slowdown in the market, which grows overall by 2.1% in the first half of the year (3.5% for the cars sector). Dieselgate has led to a slowdown in investments by the OEMs (which have been resumed in 2017) due to the need to rethink their strategies towards anticipating the transition to new models linked to the electric.
China +4.6%
USA -3.3%
ASIA
SOUTH AMERICA NORTH AMERICA
EUROPE
Focus Cars 2017 Mln of registrations and change % y/y
Source: Unicredit Report
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Source: McKinsey
COSTAMP GROUP INVESTOR PRESENTATION 2020 PER VEHICLE COUNTRY CO2 EMISSION TARGETS (in g/km)
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Source: International Energy Agency report
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Source: McKinsey + ITF
WEIGHT REDUCTION RELATIVE TO MATERIAL COST TOTAL ALUMINUM CONTENT PER VEHICLE
2016 2020 2025
CFRP
COSTAMP GROUP INVESTOR PRESENTATION
Jaguar XJ Land Rover Range Rover Jaguar F-Pace Audi Q7
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Chevrolet Malibu Tesla Model S
COSTAMP GROUP INVESTOR PRESENTATION
COSTAMP GROUP INVESTOR PRESENTATION
E-MOBILITY Market attention to greenhouse gas emissions and introduction of emission regulation encourage OEMs to invest more in e-mobility, through development of new electrical and hybrid powertrains, including batteries, as well as in lightweight and aerodynamic drag-reducing technologies. INCREASE IN USE OF ALUMINUM Aluminum content in cars will increase in the next few years: due to its high strength-to-weight ratio, aluminum is able to dramatically reduce vehicle weight compared to steel, while also improving handling, performance, and safety. In addition, Vehicles to carry electric batteries will be designed with aluminum structures to hold them and provide thermal transfer capabilities to keep the battery cool or keep it warm in cold weather. So the structure actually becomes part of the power source. COLLABORATION BETWEEN SUPPLIERS Offer integrated solutions through joint venture and strategic partnerships between suppliers: is necessary the ability to offer integrated solutions to OEMs and Tier-1 suppliers to support the strategy of OEMs to contain costs
platforms and simplification of the interface with suppliers) which requires ever-increasing integration of components into modules and systems. FOCUSING THE PRODUCTION IN SOME GEOGRAPHICAL AREAS Opening of new production plants abroad or agreements and partnerships with players that already have a presence on these markets. In the case of Tier-1, internationalization also meets the needs of co-localization with
Mexico, China.
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COSTAMP GROUP INVESTOR PRESENTATION
DAVIDE CORTI DIRECTOR & CFO MARCO CORTI CHAIRMAN & CEO
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COSTAMP GROUP INVESTOR PRESENTATION
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2015-2016 Revenues by Geography 2015-2016 Value of Production 2015-2016 Revenues by Business Line
42% 40% 58% 60% 2015 Aggregate 2016 Pro-forma ITALY ABROAD 48% 46% 11% 18% 41% 36% 2015 Aggregate 2016 Pro-forma HPDC PLASTIC LPDC & GRAVITY 58.079 58.683 2015 Aggregate 2016 Pro-Forma
YoY: Abroad: +15% Italy: +5.8% YoY: +1%
COSTAMP GROUP INVESTOR PRESENTATION
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Euro (/000) 2015
Aggregated
2016
Consolidated Pro Forma
Value of Production 58,079 58,682 EBITDA 6,328 8,087 EBITDA % 10.9% 13.8% EBIT 4,267 5,713 EBIT % 7.3% 9.7% Net Profit 1,639 3,324 Net Profit % 2.8% 5.7% Euro (/000) 2015
Aggregated
2016
Consolidated Pro Forma
Net Working Capital (NWC) 7,354 6,911 Fixed net assets 38,555 47,978 Other funds and provisions (1,465) (1,524) Net Capital Employed 44,444 53,365 Equity 12,765 26,123 Net Financial Position (Cash) 31,679 27,242 Sources 44,444 53,365
2015 Income Statement data are an aggregation of Co.Stamp Srl data (IAS/IFRS) and Modelleria Brambilla data (IAS 17 Adjusted). 2015 Balance Sheet data are an aggregation of Co.Stamp Srl data (IAS/IFRS) and Modelleria Brambilla data (IAS 17 Adjusted). 2016 Financial Statements do not include Modelleria ARA financials.
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Costamp Group is an international player able to provide the market with a complete offer in terms of processes (high pressure die casting, low pressure die casting and gravity casting) and products (aluminum, cast iron, thermoplastic, magnesium and related alloys). Costamp Group serves a wider market (Italy, China, India, Germany, Brazil, Mexico, Russia and USA, among other markets) and covers the leading automotive customers and foundries with a greater number of products. Exploitation of synergies and economies of scale, maximizing and leveraging the common experience. Greater bargaining power and integration of common suppliers and customers. Integration between the management control systems.
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COSTAMP GROUP INVESTOR PRESENTATION
_______________________________________________________LEADERSHIP____________________________________________________
business combination with Modelleria Brambilla);
(chemical composition, density), analysis of the Casting (CMM, X-ray, Laser scanning). __________________________________________________TECNOLOGY & R&D _________________________________________________
experience of both founders and partners;
material ones. _____________________________________________REGULATORY & MARKET DRIVERS___________________________________________
reducing technologies;
__________________________________________________INTERNATIONALISATION______________________________________________
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COSTAMP GROUP INVESTOR PRESENTATION
COSTAMP GROUP Via Verdi, 6 - 23844 Sirone (LC) T +39 031 875195 INVEST BANCA Investment Banking Division Via L. Cherubini, 99 - 50053 Empoli (FI) T +39 0571 5331301 matteo.pontello@investbanca.it IR TOP CONSULTING Investor Relations Maria Antonietta Pireddu Via C. Cantù, 1 - 20123 Milano T +39 02 45473883/4 m.pireddu@irtop.com
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COSTAMP GROUP INVESTOR PRESENTATION
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43 Products Applications
Bumpers Door Panels Radiator Grilles Center Consoles
COSTAMP GROUP INVESTOR PRESENTATION SIRONE (LC)
Activity
dies for HPDC machines up to 4500 T
small size)
Capacity
maintenance
Machinery
Activity
for thermoplastics
Capacity
components
Machinery
Activity
Capacity
Machinery
Activity
Castle, a software solution for the die-casting industry 44
RIVALTA DI TORINO (TO) CORREGGIO (RE) AZZANO MELLA (BS) BRESCIA (BS)
Activity
GRAVITY castings
Capacity
maintenance Machinery
pallet change
COSTAMP GROUP INVESTOR PRESENTATION
NO SINGLE MATERIAL DOMINATES THE AUTOMOBILE: ALUMINUM IS THE RISING MATERIAL OF CHOICE. ALUMINUM OFFERS THE FASTEST, SAFEST, MOST ENVIRONMENTALLY-FRIENDLY AND COST-EFFECTIVE WAY TO BOOST FUEL ECONOMY AND CUT TOTAL CARBON EMISSIONS. REDUCING VEHICLE WEIGHT - WITHOUT REDUCING VEHICLE SIZE - WILL BE VITAL AS AUTOMAKERS DEVELOP NEXT GENERATION CARS AND TRUCKS. ALUMINUM IS GROWING - Aluminum use in cars and trucks continues to rise on top of 40 years of consistent growth and that is projected to reach average content levels of 500 pounds per vehicle by 2025 (up from approximately 390 pounds in 2015). DELIVERING - As automakers respond to global demands for higher fuel economy, better performance and reduced emissions (full life cycle), without compromising size or capability, manufacturers more and more rely
INNOVATING - Aluminum companies are partnering with automotive customers to develop holistic technology packages to achieve vehicle design and engineering objectives and deliver a continuous innovation flow to include developing and deploying higher strength alloys and closed-loop recycling technologies that add significant economic value. INVESTING - Since 2013, the aluminum industry announced U.S. plant expansions and planned investments totaling more than $2.2 billion to meet increasing automotive customer needs (generating good, domestic manufacturing jobs for the long term). As need arises, aluminum companies will invest even more.
Source: drivealuminum.org
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UK, France, Norway and China are stopping the sale of fossil-fuel vehicles and a number of automotive OEMs have proposed electrification plans for their vehicle fleets in the coming years: this drive toward EVs presents a potential boon for lightweighting technologies because reducing vehicle weight is an essential method for reducing fuel consumption. Due to its high strength-to-weight ratio, aluminum is able to dramatically reduce vehicle weight compared to steel, while also improving handling, performance, and safety. Although EVs and electric-hybrid vehicles inherently have zero-to-low fuel usage, lightweighting can offset the weight of the heavy batteries required for EVs. Reducing the weight of the EV allows auto makers either reduce the size of the battery pack (to reduce cost) or increase the size of the battery pack (to extend the range of the vehicle). Vehicles to carry electric batteries will be designed with aluminum structures to hold them and provide thermal transfer capabilities to keep the battery cool or keep it warm in cold weather. So the structure actually becomes part of the power source. Automobile manufacturing is changing, and electro-mobility is also playing an increasingly important role in the recycling and supply industries: irrespective of the drive technology, aluminum content in structural bodywork is steadily increasing and innovative alloys open up new applications for aluminum in this area.
COSTAMP GROUP INVESTOR PRESENTATION
Aluminium intense vehicles (>300 kg aluminium, average 412 kg)
The tendency to increase the use of aluminum is recorded throughout the automotive industry, but there are some examples
The Audi A8, for example, launched in June 1994, features the all-aluminum chassis, revealing for the time an absolute novelty in the field of large-scale cars. In January 2014, the new Ford F-150 was made almost entirely of aluminum, with a weight reduction of over 300 kg.
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COSTAMP GROUP INVESTOR PRESENTATION
SUSTAINABILITY - Aluminum offers the lowest carbon footprint among competing materials An aluminum-intensive vehicle can achieve up to a 20% reduction in total life cycle energy consumption and up to a 17% reduction in CO2. For closures and body structures, typically 1 pound of aluminum replaces about 1.6 pounds of steel. This significantly minimizes the up-front material production impact. Aluminum is infinitely recyclable without degradation to the material. Recycling aluminum also saves more than 90% of the greenhouse gas emissions associated with primary aluminum production, and requires only 8% of the energy. The energy needed to produce primary aluminum is down more than a quarter since 1995 and carbon footprint is down nearly 40%. This is equivalent to 37 million barrels of oil saved and 25 million tons of CO2 e GHG reduced per year. SAFETY - Aluminum-bodied Vehicles are Among the Very Safest on the Road Aluminum can be used to maintain or even increase the size and energy absorption capacity of a vehicle’s critical front- and back-end crumple zones for added safety, without increasing overall weight. Aluminum can absorb twice as much crash energy as steel. Aluminum components can be designed to fold predictably during a crash, allowing the vehicle to absorb much of the crash energy before it gets to the passenger compartment. All other factors equal, vehicles made lighter with aluminum require shorter stopping distances than heavier vehicles to help drivers avoid crashes altogether.
Source: drivealuminum.org
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COSTAMP GROUP INVESTOR PRESENTATION
Source: drivealuminum.org
EFFICIENCY - Aluminum boosts MPG and battery range, cuts carbon No vehicle technology strategy can cost-effectively achieve a 50+ MPG fuel economy target without significant weight reduction. This can be done with materials substitution to avoid less desirable vehicle downsizing. A 5 to 7 percent fuel savings can be realized for every 10 percent weight reduction when traditional steel is replaced with aluminum in vehicles. Reducing weight with aluminum enables the use of smaller, more efficient engines and smaller fuel-efficient multi-speed transmissions. Using aluminum in electric vehicles can increase the vehicle’s driving range by roughly the same proportion as it reduces weight—for example, reducing the weight by 20% will allow the vehicle to travel 20% farther on the same charge. PERFORMANCE - Aluminum drives performance to new heights All other factors equal, vehicles made lighter with aluminum accelerate faster, brake in shorter distances and handle better. Reducing weight with aluminum enables the use
small, yet powerful, turbocharged engines and fuel-efficient multi-speed transmissions. Aluminum’s mechanical properties, design flexibility and range of fabrication alternatives allows designers to engineer optimum shape and performance for each specific application. The rigidity of aluminum structures gives drivers a better feel for the road, provides more rapid and precise control, and allows vehicles to deliver better stability and response.
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COSTAMP GROUP INVESTOR PRESENTATION
Source: drivealuminum.org
COST EFFECTIVENESS - Saving weight with aluminum saves money No single technology can cost-effectively achieve a 50+ MPG fuel economy target without significant weight reduction. Using lighter aluminum reduces weight without downsizing vehicles. Weight reduction with aluminum is a safe and cost-effective complement to maximize the benefits of other fuel economy improvement technologies, saving motorists money at the pump. Fewer batteries are required to move lighter electric vehicles. Using advanced lighter-weight aluminum body structures can save up to $3,000 per vehicle. Secondary cost savings realized by weight reduction with aluminum offset a significant share of material cost premiums, making aluminum a cost-effective solution. DURABILITY - Aluminum is trusted in the most extreme transportation environments Aluminum is naturally corrosion resistant, which helps maintain a vehicle’s structure and increase lifespan. Aluminum is approximately one-third the weight of steel, meaning parts can be made thicker and stronger while still reducing the weight of a vehicle. Aluminum parts can be engineered to be as strong if not stronger than steel.
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