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Press Conference Acquisition of 50% in Koramic Roofing Vienna, January 10, 2003
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Important Strategic Development Acquisition of 50% share in Koramic Roofing Full take-over planned (call options) Creation of 2nd core business
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Wienerberger Expansion Strategy Existing Markets New Markets New Products Existing Products Brick projects in our existing markets e.g. Roofing Russia, Romania, Bosnia, etc.
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Development of Second Core Business Complement to existing core brick business In existing markets Use of synergies and growth potential Attractive industry In which market leadership in Europe can be reached
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Clay Roof Tile Industry Characteristics Over 50% renovation –less cyclical due to less dependency on housing starts Increasing market shares – growth segment! Consolidation process well advanced Large supplier radius (600 – 800 km) High EBITDA margins: 30% - 45% Low maintenance capex
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Synergies between Bricks and Roof Tiles Sales Complementary product Used in housing construction Similar distribution channels Similar customers/decision-makers Marketing story Production Raw materials Technology Approvals/environment Administration
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Transaction Summary Acquisition of Koramic's Clay Roof Tile Business in 2 steps 1st step: 50-50 JV between Wienerberger and Koramic € 211.5 million cash for 50% stake (debt-free) 2nd step: call options to buy out Koramic on predefined terms Creation of second core business in brick-related area EPS enhancing transaction for Wienerberger from year one on pre-goodwill basis
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Strategic Implications Strong strategic fit with bricks Synergy potential by integration with bricks Strong geographic complementarity with Wienerberger’s existing roofing operations Switzerland (100%), JVs Bramac and Tondach Gleinstätten Added growth opportunities in roofing Wienerberger is European leader in bricks (#1) and tiles (#2)
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Why Joint-venture? Smooth transition from Koramic to Wienerberger Wienerberger benefits from Koramic know-how in clay roof tile industry Wienerberger maintains financial latitude for further development of bricks business
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Organization of Joint-venture CEO: Heimo Scheuch (Wienerberger COO NW Europe) Management Team (Board): CEO: Heimo Scheuch CFO: Willy van Riet COO: Johann Windisch CTO: Karel Wuyts President of Supervisory Board: Christian Dumolin (President of Koramic Building Products NV) Integration for best possible use of synergies
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Koramic Roofing
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Koramic Roofing A Unique Opportunity European network Outstanding geographical complement to Wienerberger roofing activities in Switzerland (100%) and East Europe (JVs) Perfect addition to Wienerberger brick activities in Northwest Europe Necessary critical mass to participate in consolidation of Germany industry State-of-the art plants (€ 110 mill. capex in 2002) High profitability with strong market positions in Belgium, Netherlands and France Growth opportunities: export, Germany, East Europe
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Product Range 120 years of experience in clay roofing tile business Broad product range Clay roof tiles and accessories (flat/beaver + moulded tiles) All sizes, shapes and colors New range of large tiles High quality ensures wear-resistance and durability of surface Adapted to local tastes of customers and architects throughout Europe Close cooperation with architects and distributors
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Products
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Applications
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Market Positions Koramic Roofing Belgium:Nr. 1 (in consolidated market) Netherlands:Nr. 1 (in consolidated market) France:Nr. 4 (after three large producers) Germany: n.a. (small position with 2 locations, in total over 20 producers) Poland Nr. 1 (in consolidated market) Estonia Nr. 1 (in consolidated market)
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Koramic Roofing The Market F UK B NL D PL EST CH
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Koramic Roofing Belgium 2 Sites in Kortrijk Aalbeke: 2 moulded tile lines: 1987 and 1998 + 1 flat/beaver tile line: 1968 Moeskroen: 1 moulded tile line: 1996 Expansion of flat/beaver tile line planned for 2003 Capacity: 87 mill. units Nr. 1 Position in clay roofing tiles Strategy: Increase strong market position Integration of bricks and roofing tiles
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Koramic Roofing Netherlands 3 Sites in eastern Netherlands Tegelen: 1 moulded tile line, new site (2001) Jeka: 1 moulded tile line, new line (2002) Narvik: 1 moulded tile line (1989) Capacity: 47 mill. units Nr. 1 Position in clay roofing tiles Strategy: Increase strong market position in the Netherlands Expand exports Integration of bricks and roofing tiles
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Koramic Roofing France 4 Sites in eastern France Bisch (2 moulded tile lines, 1979 and 1999) Migeon (3 moulded tile lines, 1975, 1989 and 1998) Aleonard (1 flat/beaver tile line, 2000, niche product) Bouxwiller (1 flat/beaver tile line, 1980) Capacity: 89 mill. units Nr. 4 Position in clay roofing tiles Strategy: Increase strong market position in east and north France Integration of bricks and roofing tiles
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Koramic Roofing Estonia 1 Site Aseri (1 moulded tile line) Capacity: 5 mill. units Nr. 1 Position (sole producer in Estonia) Higher share of production is exported Strategy: Increase strong market position and exports Integration of bricks and roofing tiles
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Koramic Roofing Germany 2 Sites Mühlacker (Baden-Württemberg): 1 moulded tile line (1985) Langenzenn (Nürnberg): 1 moulded tile line (2000) flat/beaver tile line in Langenzenn planned (2003) Capacity: 50 mill. units Low share in strongly fragmented market (flat/beaver market) Strategy: Integration of bricks and roofing tiles Turn-around Participate in market consolidation
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Koramic Roofing Poland 1 Site Kunice (southwest Poland): 2 flat/beaver tile lines (1993 and 1994) and 1 new moulded tile line (2002) Capacity: 57 mill. units Nr. 1 Position in clay roof tiles Strategy: Full capacity use of new moulded tile line Integration of bricks and roofing tiles Expand strong market position (investment)
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Industrial Concept for use of Synergies Sales Joint marketing concept Strong market presence Linkage of products Strengthening of sales Common distribution channels (logistics) Cost-savings Leaner organization Administration IT
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European Clay Roof Tile Industry
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European Roof Tile Markets Concrete tiles Clay tiles Leading Product (clay vs. concrete): Clay is preferred product of consumers and is gaining market share over concrete
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Market Shares
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European Producers Lafarge Clay + Concrete, Nr. 1 in Europe Imerys Nr. 1 in France, (Spain) Saint Gobain Nr. 2 in France, (Spain/Italy) Creaton Nr. 1 in Germany, international presence only in exports Eternit Fiber cement + Concrete in UK and Germany
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Market Positions Wienerberger Roofing Activities Nr. 1 in Switzerland Nr. 1 in Austria, Hungary, Czech Republic, Slovakia, Croatia, and Slovenia with clay and concrete tiles via Tondach Gleinstätten and Bramac joint ventures
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Market Coverage Koramic and Wienerberger JVs Bramac/Gleinstätten Koramic WBI Export Koramic Wienerberger No. 2 in roof tiles in Europe
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Financials
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Key Financial Data Koramic Roofing 1) Adjusted for non-recurring income and expenses
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Purchase Price 100% Koramic Roofing is valued at € 423 million € 211,5 million for 50% stake Capex of € 110 million for 2 new plants and 1 full reconstruction by Koramic (included in purchase price), in 2002 finalized Benefits accruing from recent investments to be reflected in earnings of coming years Financing through external borrowing
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Financial Impact on Wienerberger Proportional consolidation (50%) as of January 1, 2003 EPS enhancing transaction from year one on pre-goodwill basis Attractive CFROI Wienerberger maintains financial flexibility: Pro-forma Gearing 2003: 90 – 100% Interest Cover 2003: > 3x
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Independent Decision Process Approval of transaction by independent members of Supervisory Board (excl. Koramic representatives) Fairness Opinion by UBS Warburg on financial terms of transaction
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Summary
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Strategic Implications for Wienerberger Development of second core business Clay roofing tiles: attractive business and excellent addition to Wienerberger Koramic Roofing offers unique opportunity to gain leading European position in related area 2-Step transaction optimal for Wienerberger Transfer of know how Financing Risk minimization
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Building Value for Investors, Customers and Employees Our Mission Wienerberger Investor Relations Wienerberger AG, A-1100 Vienna, Wienerbergstrasse 11 T +43 1 60192 - 463, F +43 1 60192 - 466 investor@wienerberger.com | www.wienerberger.com
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