basf and letterone sign agreement to merge wintershall ......basf and letterone sign agreement to...
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BASF and LetterOne sign agreement to merge Wintershall and DEADr. Hans-Ulrich Engel, Chief Financial Officer, BASF Mario Mehren, Chief Executive Officer, Wintershall BASF Conference Call, LudwigshafenSeptember 28, 2018
September 20182
Cautionary note regarding forward-looking statements This presentation contains forward-looking statements. These statements are based on currentestimates and projections of the Board of Executive Directors and currently available information.Forward-looking statements are not guarantees of the future developments and results outlined therein.These are dependent on a number of factors; they involve various risks and uncertainties; and they arebased on assumptions that may not prove to be accurate. Such risk factors include those discussed inthe Opportunities and Risks Report from page 111 to 118 of the BASF Report 2017. BASF does notassume any obligation to update the forward-looking statements contained in this presentation aboveand beyond the legal requirements.
September 20183
BASF Group’s strategic rationale for the mergerof Wintershall and DEA This merger is an important value-creating step on BASF’s strategic path
Value creation through additional growth opportunities, realization of synergies and the envisaged IPO
Creating the leading independent European exploration and production company with strong international operations and significant scale
Combined business with pro-forma 2017 sales of €4.7 billion, EBITDA of €2.8 billion and net income of €740 million
Broadening and balancing the regional asset footprint: 2017 pro-forma production of 210 million boe and 2.2 billion boe 1P reserves
Portfolio upgrading across the whole E&P lifecycle, leveraging strategic partnerships and technologies
September 20184
Creation of the leading European E&P Independent with international operations and significant scale: Wintershall DEA A clear strategy for profitable growth based on solid project pipeline with access to high-potential acreage
Focus on core regions and activities with limited exploration risk
World-class partnerships in key countries
Success through operational excellence and technological expertise
Track record as cost-efficient operator with low reserve replacement costs and low production costs
High quality portfolio across the whole E&P lifecycle with strong free cash flow
Major operator in the non-cyclical European gas transportation business
September 20185
Key elements of the definitive transaction agreement
BASF’s oil and gas business is bundled in the Wintershall Group consisting of Wintershall Holding GmbH and its subsidiaries. LetterOne’s oil and gas business comprises DEA Deutsche Erdöl AG and its subsidiaries.
LetterOne will contribute all its shares in DEA Deutsche Erdöl AG into Wintershall Holding GmbH against the issuance of new shares to LetterOne.
BASF will initially hold 67% and LetterOne 33% of WintershallDEA’s ordinary shares reflecting the value of the respective E&P businesses of Wintershall and DEA.
To reflect the value of Wintershall’s gas transportation business, BASF will receive additional preference shares.* This will result in a total shareholding of BASF in Wintershall DEA of 72.7%.
* Preference shares will be converted into ordinary shares in Wintershall DEA no later than 36 months after closing but in all cases before an IPO.Initially, it was intended to reflect the value of the gas transportation business through a mandatory convertible bond.
Ordinary sharesPreference shares*
Wintershall Holding GmbH
DEA Deutsche Erdöl AG
100% 100%
Wintershall Holding,renamed: Wintershall DEA
67% (72.7%) 33% (27.3%)
DEA Deutsche Erdöl AG
5.7%
Existing shareholding structure
Post-merger shareholding structure
September 20186
Three-tier corporate governance structure of Wintershall DEA
Management Board
Supervisory Board
Shareholders’ Committee
Responsible for day-to-day operations and overall management in accordance with business plans and annual budget
Responsible for supervision of the Management Board Co-determination level of one third
Shareholders will coordinate their interests based on the framework of a shareholders’ agreement
September 20187
Focused activities along the whole value chain
TransportationExploration – Development – Production
MidstreamUpstream
Growing profitably with E&P activities1 Contributing
stable earnings2
September 20188
Strong financial and operational performance
1P reserves** Production 2017***Sales 2017
2.2billionboe
Wintershall 77%
DEA 23%
210million
boe
Wintershall 78%
DEA 22%
€4.7billion
Wintershall 69%*
DEA 31%
EBITDA 2017
€2.8billion
Wintershall 73%*
DEA 27%
** As of December 31, 2017* Including the gas transportation business *** Thereof: 67% gas, 33% liquids
Combined KPIs (pro-forma) of Wintershall DEA
September 20189
Geographically diversified footprint with significant growth potentialin core regions
Argentina
North Africa
Europe Russia
DEA production activities
Wintershall production activities
Norway
GermanyNetherlands
DenmarkU.K.
Mexico Middle East
Brazil
Development region
Algeria Libya Egypt
Combined share of production and 1P reservesby region, end of 2017 (pro-forma)
1P reserves: 30%Production: 35%
1P reserves: 52%Production: 43%
1P reserves: 11%Production: 10%
Latin America1P reserves: 7%Production: 12%
Core region
.
September 201810
Leading position of Wintershall DEA in core regions
Source: Wood Mackenzie UDT. Note: North West Europe consists of production in UK, Germany, Norway, Denmark, the Netherlands; North Africa consists of production in Egypt, Algeria and Libya
Largest independent producer in North West Europe 2018E
Largest independent producer in Argentina 2018E
0
20
40
60
80
WintershallDEA
BridasEnergy
Holdings
PampaEnergia
Techint Pluspetrol CNOOC SinopecGroup
DowDuPont Capsa CorporacionAmerica
kboe/d
0
50
100
150
200
250
WintershallDEA
Chrysaor Centrica INEOS Engie Chevron OMV Apache EnQuest AKER
kboe/d
0
200
400
600
800
Eni BP Apache WintershallDEA
Shell SinopecGroup
Repsol Total Equinor Gazprom
kboe/d ** Excl. NOCs
Among Top 5 international producers in North Africa** 2018E
Largest international producer in Russia* 2018E
0
50
100
150
200
250
WintershallDEA
Shell ONGC OMV ExxonMobil Mitsui & Co SinopecGroup
MitsubishiCorporation
Oil India ExillonEnergy
kboe/d * Based on directly owned assets
September 201811
Balanced portfolio across the whole E&P lifecycle
Europe
Russia
Latin America
North Africa/ Middle East
Norway: Njord area, Skarv, Vega, Gjøa, Maria, Edvard Grieg, Brage
Germany: Mittelplate, Emlichheim, Völkersen
Yuzhno Russkoye Cenomanian
Achimgaz
Wolgodeminoil
Egypt: West Nile Delta, Disouq, Golf of Suez
Algeria: Reggane Nord
Libya: Al Jurf C137, C96/97
Argentina: Cuenca Marina Austral 1 (Canadon-Alfa, Carina-Aries, Vega Pleyade), Aguada Pichana
Mexico: Ogarrio oil field
Norway: Asta Hansteen, Nova, Dvalin, Snorre
Yuzhno Russkoye Turonian Achimov blocks 4 and 5
Egypt: Giza, Fayoum and Raven in West Nile Delta
Algeria: Reggane Nord development phase III
Libya: Concessions NC193 and NC195
Argentina: Cuenca Marina Austral 1 follow-up projects (Fenix, Leo) and significant growth potential in Vaca Muerta shale play
EuropeDevelopmentExploration Production
Libya: Exploration wells in theCyrenaica Plateau, Sirte Basin
Abu Dhabi: Appraisal of the gas/condensate field Shuwaihat
Yuzhno Russkoye, additional layers
Norway: ~22,000 km² exploration acreage with 50 licenses
Argentina: Exploration Mendoza CN-V
Brazil: Seven offshore exploration licenses
Mexico: Four exploration licensesshallow water Gulf of Mexico
NL/DK/UK: ~5,500 km² offshore exploration acreage with 35 licenses
September 201812
Well-positioned to further grow production
* Restated: 51% Libya onshore, incl. 50% Achimgaz Source: Wood Mackenzie, Wintershall
0
200
400
600
800
1,000
2010* 2017
750-800
~575
Wintershall DEA
~425
Wintershall DEA production growth (pro-forma)
kboe/day
Wintershall DEA
2021-2023
Wintershall DEA production growth vs. international peers
0% 3% 5% 8% 10% 13% 15%
Production CAGR 2017-2023
Wintershall DEA
Wintershall
DEA
September 201813
Competitive cost position supported by highreserve replacement ratio
171%
189%
224%
0% 50% 100% 150% 200% 250%
Production costs*US$/boe; five-year average 2013-2017
Reserve replacement ratio%; five-year average 2013-2017
11.1
8.6
8.0
0 5 10 15 20
12.4
Average peersPeers
Wintershall
Wintershall DEA
Wintershall
DEA**
Wintershall DEA
147%
* Production costs include also transportation expenses and production relevant taxes; ** DEA figures only available for the last 3 years; Source: IHS, own calculation. Peer group represents an average of the E&P industry
DEA**
September 201814
Merger offers synergy potential of at least €200 million per year*
Portfolio upgrading through combining businesses and active portfolio management
- Focus on most profitable assets and most promising discoveries
- Cash flow and capital expenditure optimization
Cost synergies through joint procurement, exploration and R&D
Combination of operating companies in Germany and Norway
Combination of corporate functions
* As of the third year following the closing of the transaction
September 201815
Pipeline network connecting major European distribution hubswith stable earnings contribution Major operator in the non-cyclical European gas transportation business
- Germany as distribution hub for Europe; direct connections to European hubs
- GASCADE is number two in the German market with a pipeline grid of ~2,400 km
- Participation in Nord Stream 1 (15.5%), OPAL (40%), NEL (25.5%)
- Financing of Nord Stream 2*
Gas transportation business generates stable earnings and cash flows
- Non-regulated pipelines: long-term ship-or-pay contracts; earnings independent from demand fluctuations
- Regulated pipelines: fixed tariffs
* Gazprom is the sole shareholder of Nord Stream 2 AG. ENGIE, OMV, Shell, Uniper and BASF/Wintershall have committed to provide long-termfinancing for 50% of the total cost of the project, which is currently estimated to be €9.5 billion. Each European company will fund up to €950 million.
September 201816
Solid financial policy for Wintershall DEA
Wintershall DEA is committed to long-term profitable growth with appropriate financial resources.
The company targets an investment grade credit rating. Its capital structure will be consistent with the rating target.
The joint venture will be financed on a stand-alone basis through third-party loans and/or bonds effective from closing; shareholder loans will be repaid.
An Initial Public Offering (IPO) is envisaged in the medium term.
Following the IPO, Wintershall DEA strives to offer an attractive dividend to its shareholders.
September 201817
Expected timeline and next steps of the Wintershall DEA merger
* Subject to approvals of merger control and foreign investment authorities as well as several mining authorities and the Bundesnetzagentur; ** At the earliest
Letter of intent signed Transaction agreement signed
Mergerto be closed*
Integrationto be finalized
Envisaged IPO
December 2017 September 2018 H1 2019 H1 2020 H2 2020**
Preparation of IPO readiness
Preparation and implementation of integration
September 201818
Impact of the merger on BASF’s statement of income
Statement of income BASF Group Oil & Gas segment’s sales
and earnings are no longer included in sales and EBIT of BASF Group –retroactively as of January 1, 2018. Prior-year figures will be restated.
Earnings will be presented in the income before minority interests of the BASF Group as a separate item, income from discontinued operations.
Between signing and closing, depreciation will be suspended.
Oil & Gas will not be reported as a segment of BASF Group anymore.
Other BASF’s share of net
income generated by Wintershall DEA will be accounted for at equity and will be reported in the EBIT before special items of Other.
At-equity consolidation(share of net income shown in EBIT before special items)
Sales revenue
Gross profit on sales
Income from operations
Financial result
Income before taxes and minority interestsIncome taxesIncome before minority interestsIncome from discontinued operationsMinority interestsNet income
As of signing of the transaction agreement As of closing of the merger
SalesIncome from operations before depreciation and amortization (EBITDA)Amortization and depreciation2
Income from operations (EBIT)Special itemsEBIT before special items
Thereof costs for cross-divisional corporate researchcosts of corporate headquartersother businessesforeign currency results, hedging and other measurement effectsmiscellaneous income and expenses
September 201819
Outlook 2018 for BASF Group*
Outlook 2018 Now PreviousSales Slight increase Slight increaseEBIT before special items Slight decline Slight increaseEBIT Considerable decline Slight decline
*Following the changed reporting of Wintershall Group after the signing of the definitive transaction agreement between BASF and LetterOne.For sales, “slight” represents a change of 1–5%, while “considerable” applies to changes of 6% and higher. For earnings, “slight” means a change of 1–10%,while “considerable” is used for changes of 11% and higher.
2017 Restated (continued operations) PreviousSales €61.2 billion €64.5 billionEBIT before special items €7.6 billion €8.3 billionEBIT €7.6 billion €8.5 billion
September 201821
Wintershall DEA – overview key figures 2017 (pro-forma)Wintershall DEA Wintershall DEA
Business activities Exploration & ProductionGas transportation Exploration & Production Exploration & Production
Gas transportation
Sales EBITDA
€3.2 billion€2.1 billion
€1.5 billion€0.8 billion
€4.7 billion€2.8 billion
Production 164 million boe 46 million boe 210 million boe
Production by regionRussia: 55%, Europe: 25%,South America: 16%, North Africa/Middle East: 4%
Norway: 43%, Germany: 27%,Egypt: 28%, Other: 2%
Russia: 43%, Europe: 35%,Latin America: 12%, North Africa/Middle East: 10%
Oil and gas ratio 30% oil, 70% gas 40% oil, 60% gas 33% oil, 67% gas
1P reserves 1.7 billion boe 0.5 billion boe 2.2 billion boe
1P reserves by regionRussia: 67%, Europe: 19%, South America: 9%, North Africa/Middle East: 5%
Norway: 50%, Germany: 18%,Egypt: 25%, Other:7%
Russia: 52%, Europe: 30%,Latin America: 7%, North Africa/Middle East: 11%
1P reserve toproduction ratio* ~10 years ~10 years ~10 years
Employees ~2,000 ~1,150 ~3,150
* As of December 31, 2017