APPENDIX I. Comparable Precedent Transactions
August 30, 2017 | Author: Georgina Hubbard | Category: N/A
Short Description
1 In addition to the justifications as set out in Section of this announcement, MAHB has also considered the following i...
Description
APPENDIX I
In addition to the justifications as set out in Section 2.7.1 of this announcement, MAHB has also considered the following in arriving at the Purchase Consideration: 1
The EV/EBITDA multiple of this transaction is 15.0 times. For information purposes, the combined EBITDA of EUR57.26 million is computed based on the latest audited IFRS consolidated financial statements of ISG and LGM for the FYE 31 December 2012. The combined EV of EUR861.4 million is based on the total purchase consideration adjusted for a 100% equity stake and debt and cash. Note: 1
EV based on financial Net Debt as of 31 December 2012 audited IFRS financial statements EBITDA based on 2012 audited IFRS financial statements, including other income and other expenses
(i)
Comparable Precedent Transactions We have considered the EV/EBITDA of selected precedent control transactions over the past 8 years in Europe prior to 23 December 2013 where the target companies are involved in airport operations. The selected target companies may not be directly comparable to the Proposed Acquisitions in terms of, among others, valuation basis, nature of consideration and timing of transaction. In addition, the prices of the Comparable Precedent Transactions (as defined herein) may not represent a fair value given other factors which may influence the pricing of comparable transactions, including, amongst others, potential synergies and strategic reasons of the transacting parties. The table below sets out the announced selected control transactions that were undertaken in Europe from (and including) year 2006 up to (and including) year 2013 prior to this announcement (“Comparable Precedent Transactions”): Completion Date 27/11/2013
Target
London Luton Airport Operations Limited
Bidder
Aeropuertos Españoles y Navegación Aérea SA, AXA Private Equity, AXA Infrastructure Fund III
Seller
TBI Limited
Currency
Deal Value (LCCm)
% Equity stake
EV/EBITDA (times)
GBP
433
100%
11.9
APPENDIX I
Completion Date
Target
Bidder
Seller
Currency
Deal Value (LCCm)
% Equity stake
EV/EBITDA (times)
02/12/2013
Generale Mobiliare Interessenze Azionarie S.p.A
Atlantia SpA
UniCredit S.p.A., Changi Airports International, Silvano Toti Spa, Changi Airport Group (Singapore) Pte Ltd., Mediobance S.p.A, Asset Management Arm, Infrastructure e Sviluppo S.p.A. and other investors
EUR
2,255
100%
11.1
17/09/2013
ANA Aeroportos de Portugal S.A.
VINCI Airports SAS
Parpublica – Participacoes Publicas SGPS SA and Directorate General of Treasury and Finance
EUR
3,080
95%
15.4
28/02/2013
Stanstead Airport Limited
Manchester Airport Group PLC
LHR Airports Limited (previously known as BAA Airports Limited)
GBP
1,500
100%
15.9
31/05/2012
Edinburgh Airport Ltd.
Global Infrastructure Partners, Global Infrastructure Partners II, L.P.
LHR Airports Limited (previously known as BAA Airports Ltd)
GBP
807
100%
16.7
03/12/2009
Gatwick Airport Limited
Global Infrastructure Partners, Global Infrastructure Partners L.P.
LHR Airports Limited (previously known as BAA Airports Ltd)
GBP
1,510
100%
9.2
05/12/2008
London Southend Airport Company Limited
Stobart Group Limited
Regional Airports Limited
GBP
16
100%
23.5
APPENDIX I
Completion Date
Target
Bidder
Seller
Currency
Deal Value (LCCm)
% Equity stake
EV/EBITDA (times)
22/10/2008
London City Airport Limited
Global Infrastructure Partners, Global Infrastructure Partners L.P.
AIG Financial Products Corp.
GBP
491
50%
27.6
29/09/2008
George Best Belfast City Airport Ltd.
EISER Global Infrastructure Fund, EISER Infrastructure Partners LLP (previously known as ABN AMRO Infrastructure Capital Management Limted) and Faros Investment Partners
Ferrovial Aeropuertos S.A.
GBP
133
100%
9.0
06/06/2007
Budapest Airport Zrt.
HOCHTIEF AirPort GmbH, Caisse de dépôt et placement du Québec, GIC Special Investments Pte. Ltd, KfW
LHR Airports Limited (previously known as BAA Airports Ltd)
EUR
1,900
75%
24.6
03/05/2007
Leeds Bradford International Airport Ltd.
Bridgepoint Advisers Limited
Leeds, Bradford, Kirklees, Wakefield and Calderdale councils
GBP
146
100%
29.3
24/11//2006
London City Airport Limited
AIG Financial Products Corporation, Global Infrastructure Partners, Global Infrastructure Partners L.P.
Dermot Desmond
GBP
743
100%
35.0
05/01/2007
Exeter and Devon Airport Limited
Balfour Beatty plc
Devon County Council
GBP
60
100%
27.0
APPENDIX I
Completion Date 30/11/2006
Target
Bristol Airport Limited
Bidder
Macquarie Airports Management Limited
Seller
Ferrovial, S.A.
Currency
Deal Value (LCCm)
% Equity stake
EV/EBITDA (times)
GBP
53
50%
18.2
High
35.0
Low Average
9.0 19.6
Notes: The above table is based on public disclosures of the companies and Mergermarket. Multiples are on a LTM basis and Last Financial Year where LTM figures are not available. LCCm
Local currency (million)
GBP
Great Britain Pound
Based on the Purchase Consideration of EUR225 million and adjusted for a 100% equity stake of EUR562.5 million, the EV/EBITDA multiple of ISG and LGM on a combined basis is approximately 15.0 times. Premised on the table above, the EV/EBITDA for the Proposed Acquisitions of 15.0 times is:
(ii)
(a)
lower than the average EV/EBITDA of Comparable Precedent Transactions of 19.6 times; and
(b)
within the range of EV/EBITDA of Comparable Precedent Transactions of 9.0 times to 35.0 times.
Comparable Companies The Comparable Companies have been chosen from companies listed around the world that are broadly comparable to the business of MAHB after taking into consideration, among others, principal activities and historical financial performance. Please note that the selection of Comparable Companies is subjective and judgmental and these companies may not be directly comparable to MAHB due to various factors that may include but are not limited to size, scale of and composition of business activities, operating history, market capitalisation, capital and shareholding structure, geographical coverage of business activities, profit track record, financial strength, risk profile and future prospects.
APPENDIX I
Set out below are the profiles of Comparable Companies and their EV/EBITDA multiples: Comparable Companies Aeroporto di Venezia Marco Polo SpA Flughafen Wien AG
2
TAV Havalimanlari Holding AS
3
4
MAHB
Flughafen Zuerich AG
Market Cap (EUR mil)
Enterprise Value (EUR mil)
EV/EBITDA (times)
713
773
11.4
Austria
1,271
1,910
8.4
Turkey
1,800
3,110
14.9
Malaysia
2,576
3,359
14.9
Switzerland
2,601
3,483
10.7
New Zealand
2,765
3,401
17.8
Country
5
Auckland International Airport Ltd
6
1
Italy
2012
Low
8.4
High
17.8
Average
14.7
(Source: Bloomberg as at 22 December 2013) The comparable companies selected above each has a market capitalisation that is less than EUR3 billion. Notes: 1 2
3
4 5 6
Aeroporto di Venezia Marco Polo SpA operates the Marco Polo Airport in Venice, Italy. Aeroporto di Venezia Marco Polo SpA operates through a concession from Italy's Ministry of Transport. Flughafen Wien AG manages, maintains, and operates the Vienna International Airport and the Voslau Airfield. Flughafen Wien AG offers terminal services, air-side and land-side cargo handling, and the leasing of store, restaurant, and hotel airport building space to third party operators and businesses. TAV Havalimanlari Holding AS is an airport operator. TAV Havalimanlari Holding AS operates in airports in Turkey, Georgia, Tunisia, Macedonia, Saudi Arabia and Latvia. TAV Havalimanlari provides service in all areas of airport operations such as duty-free, food and beverage, ground handling, IT, security and operations. MAHB is an investment holding company. MAHB, through its subsidiaries, provides management, maintenance, and operation of designated airports. MAHB also operates duty-free and non-duty free stores as well as provides food and beverage outlets at the airports. Flughafen Zuerich AG operates the Zurich Airport. Flughafen Zuerich AG constructs, leases, and maintains airport structures and equipment. Auckland International Airport Ltd owns and operates the Auckland International Airport. Auckland International Airport Ltd includes a single runway, an international terminal and two domestic terminals. Auckland International Airport Ltd also has commercial facilities which include airfreight operations, car rental services, commercial banking center and office buildings.
Based on the Purchase Consideration of EUR225 million and adjusted for a 100% equity stake of EUR562.5 million, the EV/EBITDA multiple of ISG and LGM on a combined basis is approximately 15.0 times, which is within the range of EV/EBITDA multiples of the abovementioned selected comparable companies.
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