I t t Intertrust N.V. acquires Elian t N V i Eli Specialist in Capital Markets and Private Equity & Real Estate Fund Administration 6 J 6 June 2016 2016
This announcement does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities of Intertrust N.V. (the "Company") in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity. This announcement does not purport to contain all of the information that may be required to evaluate any investment in the Company or any of its securities and should not be relied upon to form the basis of or be relied on in connection with any contract or commitment or investment decision whatsoever This announcement is intended to present background information investment in the Company or any of its securities and should not be relied upon to form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. 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Intertrust N V acquires Elian Intertrust N.V. acquires Elian Total consideration of £435m (€557m) Elian is a high growth, regional Trust & Corporate Services leader with 615 dedicated, highly qualified employees and Strong Strong particular strength in services for Capital Markets and Private Equity & Real Estate Fund Administration strategic strategic The market leader in Jersey, with strong presence in the UK and 13 other jurisdictions, 10 of which overlap with Intertrust rationale rationale In line with our strategy, adds scale to our existing operations and deepens offering to Capital Markets and to Funds Committed management with an excellent track record joining the Intertrust team; ~40 managers and key employees Excellent Excellent reinvesting £26m of proceeds into Intertrust shares cultural fit cultural fit Stringent compliance and KYC standards, comparable to Intertrust’s Similar blue chip client base covering alternative investment funds, financial institutions and corporates p g p EV/EBITDA CY 2016E 1 acquisition multiple of 9.5x taking into account identified run-rate synergies of £10.4m Attractive Attractive Pre synergies, EV/EBITDA CY 2016E 1 of 12.3x, in line with recent sector transactions value value Double-digit ROIC by CY 2018E and accretive to EBITA margins including synergies ~10% accretion on a pro forma basis excluding synergies to CY 2016E adjusted net income per share 2,3 and ~20% accretion accretion accretion accretion 10% accretion on a pro forma basis excluding synergies to CY 2016E adjusted net income per share and 20% accretion by CY 2018E including synergies 4 Sound Sound Funded through €100m in cash, €315m 5 in debt and €155m 6 in equity financing financing g g Pro forma leverage up to a maximum of 4.0x LTM net debt/EBITDA at closing (including run-rate synergies per covenant) Leverage expected to be in medium term target range of 2.0 – 2.5x net debt/EBITDA by CY 2018E 7 structure structure Expected to close in 2016 Closing in Closing in g g The Board of Intertrust has approved the transaction and a majority of the shareholders have provided undertakings to The Board of Intertrust has approved the transaction and a majority of the shareholders have provided undertakings to 2016 2016 vote in favour of the transaction Conditional on Extraordinary General Meeting approval and customary regulatory approvals Note: £ financials converted to € at FX rate of 1.28 on 3-Jun-16; 1. CY2016E EBITDA of £35m (€45m), calendarised by taking 1/12 of FYE Jan-16 EBITDA and 11/12 of FYE Jan-17 EBITDA; 2. Adjusted net income per share is calculated as adjusted EBITA less net interest costs and less tax costs calculated at the applicable effective tax rate divided by the number of shares outstanding; 3. Compared to guidance of minimum €1 30; 4 Compared to Bloomberg consensus on 3 Jun 16; 5 Including revolver drawdown of ~€50m and €265m in new facilities; 6 Including management reinvestment of €33m guidance of minimum €1.30; 4. Compared to Bloomberg consensus on 3-Jun-16; 5. Including revolver drawdown of ~€50m and €265m in new facilities; 6. Including management reinvestment of €33m (£26m), for which they will receive shares 12 months and 10 business days post closing of the acquisition; such shares may be provided through new issuance by Intertrust or by delivery of treasury stock by Intertrust; 7. Absent further M&A 2
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