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Public Tender Offer for Braas Monier Building Group S.A.
SEPTEMBER 15, 2016
2
This presentation has been prepared by Standard Industries, Inc. (“Standard Industries”) and is for information purposes only. This
presentation neither constitutes an invitation to sell, nor an offer to purchase, securities of Braas Monier Building Group S.A.’s (“Braas
Monier”) or Standard Industries. This presentation contains summary information only and does not purport to be comprehensive and is
not intended to be (and should not be used as) the basis of any analysis or other evaluation. No representation or warranty (express or
implied) is made as to, and no reliance should be placed on, any information, including projections, estimates, targets and opinions,
contained herein, and no liability whatsoever is accepted as to any errors, omissions or misstatements contained herein. Braas Monier
was not involved in the preparation of this presentation.
This presentation contains historical and forward-looking statements. All statements other than statements of historical fact are, or may
be deemed to be, forward-looking statements. Similarly, statements that describe Standard Industries and Braas Monier objectives,
goals and current expectations are also forward-looking statements. These statements do not represent facts and are characterized by
words such as “expect,” “believe,” “estimate,” “intend,” “aim,” “assume” or similar words. Certain information contained herein is based
on assumptions and other factors which may not prove to be appropriate or accurate and the actual results of Standard Industries and
Braas Monier could differ materially from those contemplated by the relevant forward-looking statements as a result of risks and
uncertainties, many of which are outside of the control of Standard Industries and Braas Monier. Accordingly, no assurance can be
given by Standard Industries that the projected results or events can, or will, be realized. Standard Industries undertakes no obligation
to update any forward-looking statement or projection to reflect subsequent events or circumstances. In addition, Standard Industries
makes no representation or warranty to any party. By accepting this presentation you acknowledge the foregoing.
This presentation is not for release, publication or distribution (in whole or in part) in, into or from any jurisdiction where such release,
publication or distribution would constitute a violation of the relevant laws of such jurisdiction.
Important Notice
3
Public Tender Offer Summary
1. As of Sep. 13, 2016; VWAP calculated as simple avg. of daily XETRA volume weighted avg. price per share per Bloomberg during market hours; 30 days represents trading days; 3 month represents the calendar period
2. Enterprise value includes unfunded book value of pension obligations
3. 2016 Enterprise Value / EBITDA multiple assumes 2016 EBITDA of €207m, based on consensus analyst research
Offer/Premium
• €25.00 per share in cash for each outstanding share of Braas Monier
– 15.0% premium to XETRA unaffected share price of €21.741
– 16.5% premium to 30-day VWAP of €21.471
– 14.5% premium to 3-month VWAP of €21.841
• Offer implies a Braas Monier equity value of €981m and enterprise value of €1,871m2
– 9.0x ‘16E EV/EBITDA offer multiple3 reflects significant premium to comparable peers
• Standard Industries’ available liquidity ensures 100% cash confirmationFinancing
• Acceptance period will commence following approval of the Offer Document by BaFin (German regulator)
• For illustrative purposes only, planned acceptance period between October 18 and November 16 with an additional
potential acceptance period between November 22 and December 5
Timing
• Key shareholders have signed irrevocable undertakings to tender at the offer price, resulting in total commitments of
approximately 40% of the outstanding sharesOwnership
Key Offer Conditions
• All cash offer
• No minimum acceptance threshold
• Customary material adverse change provision
• Other customary conditions
4
Summary Transaction Benefits
• Provides Braas Monier with a broad suite of roofing and waterproofing solutions with the benefit of geographic
diversification and scale
• Mitigates company and market-specific uncertainty including evolving consumer preferences and the impact of new
technologies, as well as the impact of post-Brexit environment, timing of the market recovery and share price volatility
• Ensures continued robust investment and innovation across the company and through the business cycle
Braas Monier
• Provides access to a broad suite of roofing and waterproofing solutions
• Improves service experience with extensive infrastructure designed to meet increasingly complex technology and
logistics needs
• Sustains robust investment and creates new collaboration opportunities in product development, new technologies,
service and innovative solutions
Customers
• Enhances opportunities via a more favorably positioned global business with a leadership team focused on employee
excellence and development
• Offers stability as a family-owned business with similarly aligned company values, including a rich, 100+ year heritage
• Focuses on investment in product innovation and employee development as a private company versus quarterly
earnings pressure
Management &
Employees
• Expands European pitched roofing product portfolio to include concrete and clay tiles
• Enhances market presence through combination of strong brands and complementary sales, marketing and service
platforms
• Deepens and expands both existing and new customer relationships across key markets
Standard
Industries
1. As of Sep. 13, 2016; VWAP calculated as simple avg. of daily XETRA volume weighted avg. price per share per Bloomberg during market hours; 30 days represents trading days; 3 month represents the calendar period
2. Enterprise value includes unfunded book value of pension obligations
3. 2016 Enterprise Value / EBITDA multiple assumes 2016 EBITDA of €207m, based on consensus analyst research
• Delivers opportunity to monetize a relatively illiquid investment position at an attractive premium with significant
transaction certainty
– 15.0% premium to XETRA unaffected share price of €21.741
i. 16.5% premium to 30-day VWAP of €21.47; 14.5% premium to 3-month VWAP of €21.841
ii. Offer implies a Braas Monier equity value of €981m and enterprise value of €1,871m2
iii. 9.0x ‘16E EV/EBITDA offer multiple3 reflects a significant premium to comparable peers
– Offer price validated by investors with approximately 40% of the outstanding shares
– All cash offer and no minimum acceptance threshold
Shareholders
5
Public Tender Offer Timeline
September October November December
12 – 16 19 – 23 26 – 30 3 – 7 10 – 14 17 – 21 24 – 28 31 – 4 7 – 11 14 – 18 21 – 25 28 – 2 5 – 9
Announcement of
offer15-Sep-16
Filing period for offer
document
By
13-Oct-16
BaFin review5-Oct-16
to 17-Oct-16
Publication of offer
document18-Oct-16
Acceptance period18-Oct-16
to 16-Nov-16
Publication1
of tender
result21-Nov-16
Additional acceptance
period
22-Nov-16
to 5-Dec-16
Publication1
of tender
result after add.
acceptance period
8-Dec-16
Offer will close upon receipt of antitrust approvals
1. Expected
For illustrative purposes only:
6
Standard Industries at a Glance:
A Family-Owned Private CompanyKey Highlights
Strategically Located Manufacturing Footprint
• 68 modern, highly efficient and strategically located manufacturing facilities in 16 countries across Europe
and the U.S.
A Leading Global Provider of Roofing &
Waterproofing Solutions
• Strong brands in the U.S. residential and commercial roofing and waterproofing markets and in core
European commercial roofing and waterproofing markets
Extensive Distribution System with High-Quality Customer Relationships
• Deep relationships with top customers
– Preferred brand with most major accounts
Deep Technical & Product Development Expertise • 130 year history of investment in people, the business and innovation with over 650 patents
Operating Subsidiaries
Founded in 1886, GAF is the largest
roofing manufacturer in North
America with 29 manufacturing
plants. Products include a
comprehensive portfolio of
residential and commercial roofing
systems.
SGI is a leading aggregates and
mining company, supplying
specialized products to the North
American building materials industry
for over 90 years.
Icopal is a European leader in high-end
commercial roofing products and
waterproofing solutions with 165 years
of experience in roofing and
waterproofing. Currently operates 33
production sites and 85 sales offices
throughout Europe, Russia, and the
Middle East.
Established in 1955, Siplast is
renowned for its high-end modified
bitumen membranes and liquid-
applied roofing products. For more
than 35 years, Siplast has been a
leader in the development and
manufacturing of the world's most
advanced roofing and
waterproofing systems.
Key Figures• Employees: 7,500
• Sales: €3.4 billion (US$3.7 billion)1 as of year end 2015
1. Pro forma for Icopal
7
Standard Industries:
100+ Year History of Investing in the Business
Founded as the
Standard Paint
Company
1886
Build TPO Mt. Vernon,
IN
2001
Build TPO Gainesville,
TX
2006
Build ISO Statesboro, GA
2012
Build ISO Gainesville,
TX
2013
Build TPO/ISO Cedar City, UT
2014/2015
Planned investment in TPO/PVC/ISO Northeast US &
Europe
2016+
Leading residential roofing
manufacturers
2007
Leading liquid membrane and roof coatings
business
AUG 2015
Acquires a leading pan-
European roofing
manufacturer
APR 2016
Contribution of SGI to Standard
JAN 2016
Standard Industries has a proven track record of benefitting from its scale to deliver long-term value through consistent and disciplined investment in its people, the business and innovation
Total investment of over €3 billion1 since 2001
1. Approximately US$3.8 billion
8
Braas Monier at a Glance
Key Highlights
Strong Brands Across Product Categories
Key Highlights
~100 year corporate heritage
• Predecessor company (Redland) was founded in 1919 in the UK
• Headquartered in Luxembourg and listed in Germany (market cap of ~€850m)1
Extensive production and distribution network • 118 manufacturing facilities worldwide with operations in 37 countries
Leading manufacturer and supplier of residential
pitched roof products in Europe
• Leading manufacturer and supplier of pitched roof products in Europe and parts of Asia and South Africa
primarily serving the residential market
• Offers a comprehensive range of concrete and clay tiles for pitched roofs and complementary roofing
components
Key figures• Employees: 7,735
• Sales: Approximately €1.3 billion (US$1.4 billion)
Concrete Tiles (40%)
72 plants
Clay Tiles (24%)
20 plants
Roofing Components (21%)
6 plants
Chimneys, Energy & Other (15%)
20 plants
Underlays Ridge/
Hip
Abutments Roof
Outlets
Insulation Steel Ceramic Energy
Systems
1. Reflects unaffected share price
9
Highly Complementary Companies: ProductsP
itc
he
d r
oo
fin
gF
lat
roo
fin
g
Concrete
Roof Tiles
Clay Roof
Tiles
Shingles &
Steel Tiles
Asphalt
Membranes
Single-Ply
Synthetic
Membranes
Liquid
Applied
Roof Systems
European Roofing Technology
The combined company will be a leading provider of a broad suite of roofing and waterproofing solutions
– a comprehensive product slate that accommodates evolving customer preferences
10
Highly Complementary Companies: Geography
Europe
25%
North
America
75%
Asia & Africa
10%
Europe
90%
Asia & Africa
3%Europe
43%
North
America
54%
The combined company will have a balanced regional portfolio with
54% of sales in North America, 43% in Europe and 3% in Asia and Africa
11
Combined Business Positioned to Navigate an Uncertain
Environment
Uncertainty / Opportunity Combined Business Positioning
Evolving Consumer Preferences
• Combined business will be a technology leader, providing a broad suite of roofing and
waterproofing solutions to serve both the commercial (flat) and residential (pitched) roofing
markets
New Technologies• Together with scale and geographic diversification, expertise across multiple technologies
allows for continued robust investment in industry-leading product development
Customer Service Network• Additional scale and logistical capabilities reach from expanded infrastructure to better
service our customers and meet increasingly complex customer needs
Post-Brexit Environment• A larger business with far greater geographic diversification allows the company to continue
to invest in and grow the business through any economic environment
Market Recovery Timing• Strategic manufacturing footprint, first-in-class customer relationships and broad market
exposure optimize positioning in a recovery (whenever that may occur)
Share Price Volatility
• Family-owned private company committed to creating long-term value and investing in its
people, the business and product innovation versus short-term quarter-to-quarter earnings
pressure
Transaction mitigates both Braas Monier company-specific and market uncertainty and positions the
combined business to capitalize on opportunities created by an evolving market place
12
• 15.0% premium to XETRA unaffected share price of €21.741
• 16.5% premium to 30-day VWAP of €21.471
• 14.5% premium to 3-month VWAP of €21.841
Attractive Premium
Transaction Benefits: Shareholders (I)
The offer price of €25.00 per share is highly favorable to Braas Monier shareholders – delivers a
significant premium and attractive valuation with high transaction certainty
1. As of Sep. 13, 2016; VWAP calculated as simple avg. of daily XETRA volume weighted avg. price per share per Bloomberg during market hours; 30 days represents trading days; 3 month represents the calendar period
2. As of Sep. 13, 2016; per consensus estimates as of Sep. 13, 2016; key peers include Wienerberger, Saint-Gobain, HeidelbergCement, Tarkett, Ibstock and Forterra
• Higher than peer group2 medians
– 9.0x versus 7.7x 2016E EV/EBITDA multiple
– 18.9x versus 15.7x 2016E P/E multiple
• Higher than actual trading trends since IPO
– 12.5% premium to the average forward EV/EBITDA multiple since IPO
– 29.5% premium to the average forward P/E multiple since IPO
Attractive MultiplesEV/EBITDA Multiple P/E Multiple
+15.0% +14.5%+16.5%
€21.47
€25.00
30D VWAP Offer Price
€21.84
€25.00
3M VWAP Offer Price
€21.74
€25.00
Unaffected Price Offer Price
16.4x
18.9x
14.6x15.7x
UnaffectedPrice ('16E)
Offer Price('16E)
Avg Since IPO Key Peers('16E)
8.4x
9.0x
8.0x
7.7x
UnaffectedPrice ('16E)
Offer Price('16E)
Avg Since IPO Key Peers('16E)
13
Transaction Benefits: Shareholders (II)
The offer price of €25.00 per share has been validated by key investors (~40% shares outstanding)
and offers a unique exit opportunity from an increasingly illiquid stock
• Braas Monier is a highly illiquid stock with a very low trading volume, both in
absolute and relative terms
– SDAX average daily trading volume is ~5x higher than Braas Monier
• Average daily trading volume declined by ~1/3 in August 2016 from already
very low levels
Source: Bloomberg and CapitalIQ as of Sep. 13, 2016; consensus estimates
Irrevocable Undertakings
Increasing Illiquidity
• €25.00 offer price validated by Monier Holdings (Apollo, TowerBrook, York, et
al.), previously the single largest shareholder of Braas Monier with
approximately 39.9% ownership
– 29.1% of shares sold on June 29, 2016 through a stock purchase agreement
– 10.8% of shares agreed to be tendered into the offer on September 13, 2016 through
irrevocable undertaking
Average daily trading volume in % of total shares outstanding
~5x
-1/3
Monier Holding Activity
0.192%
0.039%0.026%
SDAX LTM Braas Monier LTM Braas Monier Aug. 2016
€ 22.75
€ 25.00 € 25.00
Secondary OfferingOct '15
SPAJune '16
IrrevocableSept '16
14
Transaction Benefits: Customers
The combined company offers a broad suite of roofing and waterproofing solutions
to accommodate a wide range of customer demands and evolving preferences
• Braas Monier customers benefit from an enhanced product offering, including waterproofing products, high-end modified bitumen
membranes, liquid-applied roof systems and roof-coating products
• Access to extensive infrastructure and channel partner programs to support end-customers, contractors and tradesmen will provide
products and service where and when needed
• Focus on innovation results in access to an expanded product offering, new technologies and high-quality service
Expanded Product Offering
Service & Innovation
Concrete
Tiles
Clay Tiles
Chimney &
Energy
Concrete
Tiles
Clay Tiles
Chimney &
Energy
TPO /
PVC
Bitumen
Membrane
Liquid
Applied
Building
Envelope
Shingles &
Accessories
Civil
Engineering
15
Transaction Benefits: Management and Employees
Both Standard
Industries and
Braas Monier
management and
employees will
benefit from
enhanced
opportunities as
part of a better-
positioned global
company
Significant financial strength coupled with a proven history of investing in its people, the
business and innovation
Similarly aligned culture and values developed over a rich 100+ year heritage as a family-
owned company
Operating as a private company eliminates short-term quarter-to-quarter earnings
pressure
Leveraging a wealth of best practices across the business
Enhanced opportunities as a global business offering a broad suite of roofing and
waterproofing solutions
Commitment to development, training and promoting from within
Respects the rights of the employees, work councils and unions and will honor existing
provisions of the collective bargaining agreements and current employee participation
16
Summary Transaction Benefits
• Provides Braas Monier with a broad suite of roofing and waterproofing solutions with the benefit of geographic
diversification and scale
• Mitigates company and market-specific uncertainty including evolving consumer preferences and the impact of new
technologies, as well as the impact of post-Brexit environment, timing of the market recovery and share price volatility
• Ensures continued robust investment and innovation across the company and through the business cycle
Braas Monier
• Provides access to a broad suite of roofing and waterproofing solutions
• Improves service experience with extensive infrastructure designed to meet increasingly complex technology and
logistics needs
• Sustains robust investment and creates new collaboration opportunities in product development, new technologies,
service and innovative solutions
Customers
• Enhances opportunities via a more favorably positioned global business with a leadership team focused on employee
excellence and development
• Offers stability as a family-owned business with similarly aligned company values, including a rich, 100+ year heritage
• Focuses on investment in product innovation and employee development as a private company versus quarterly
earnings pressure
Management &
Employees
• Expands European pitched roofing product portfolio to include concrete and clay tiles
• Enhances market presence through combination of strong brands and complementary sales, marketing and service
platforms
• Deepens and expands both existing and new customer relationships across key markets
Standard
Industries
1. As of Sep. 13, 2016; VWAP calculated as simple avg. of daily XETRA volume weighted avg. price per share per Bloomberg during market hours; 30 days represents trading days; 3 month represents the calendar period
2. Enterprise value includes unfunded book value of pension obligations
3. 2016 Enterprise Value / EBITDA multiple assumes 2016 EBITDA of €207m, based on consensus analyst research
• Delivers opportunity to monetize a relatively illiquid investment position at an attractive premium with significant
transaction certainty
– 15.0% premium to XETRA unaffected share price of €21.741
i. 16.5% premium to 30-day VWAP of €21.47; 14.5% premium to 3-month VWAP of €21.841
ii. Offer implies a Braas Monier equity value of €981m and enterprise value of €1,871m2
iii. 9.0x ‘16E EV/EBITDA offer multiple3 reflects a significant premium to comparable peers
– Offer price validated by investors with approximately 40% of the outstanding shares
– All cash offer and no minimum acceptance threshold
Shareholders