Mumbai, 10th January 2022
ALD ANNOUNCES THE SIGNING OF A MEMORANDUM OF UNDERSTANDING TO ACQUIRE 100% OF LEASEPLAN FROM A CONSORTIUM LED BY TDR CAPITAL
THE PROPOSED ACQUISITION OF LEASEPLAN FOR A TOTAL CONSIDERATION OF EUR 4.9 BILLION1 WOULD BE MADE THROUGH A COMBINATION OF CASH AND SHARES
AT CLOSING, EXPECTED BY END 2022, SOCIETE GENERALE WOULD OWN C. 53% OF “NewALD”, LEASEPLAN SHAREHOLDERS HOLDING 30.75%2. THE VALUE OF NewALD’S FREE FLOAT WOULD BE SIGNIFICANTLY HIGHER THAN PRE-CLOSING
SOCIETE GENERALE WOULD COMMIT TO REMAIN THE LONG-TERM MAJORITY SHAREHOLDER OF NewALD
NewALD WOULD CREATE A LEADING GLOBAL MOBILITY PLAYER, STRONGLY POSITIONED TO LEAD THE DIGITAL TRANSFORMATION OF THE INDUSTRY AND CAPTURE MOBILITY SECTOR GROWTH
NewALD WOULD GENERATE SIGNIFICANT VALUE FOR SHAREHOLDERS, THANKS TO SCALE EFFECTS AND SYNERGIES
1 Based on EUR 12.12 per share for ALD (VWAP on Euronext between 28 Sept 21 and 27 Oct 21, date of publication of press release after market close confirming discussions concerning a potential combination) and excluding warrants
2 With 12-month lock-up. Potentially to increase by a further c.2% following the exercise of warrants, on a fully diluted basis.
LeasePlan is one of the leading fleet management and mobility companies in the world by fleet size (total fleet of 1.8 million3 vehicles), with a global and extensive offering making it the perfect fit for ALD to shape the industry’s transformation.
The proposed combination of ALD and LeasePlan into NewALD is expected to be highly synergetic and create an opportunity to cross-leverage the two companies’ complementary capabilities. As a leading global player in mobility worldwide, NewALD would be able to benefit from a fast-growing market driven by strong underlying megatrends, including the:
- Shift from ownership to usership on all fronts: B2B, B2C and even B2E4
- Data-driven digital transformation of the mobility industry
- Transition towards zero-emission and sustainable mobility
This transformative deal would be a step-change that would position NewALD for long term fleet growth of at least 6% p.a. post integration. NewALD would target an improvement in cost to income ratio5 to c. 45% by 2025, confirming its position as best-in-class in the industry. The transaction is expected to generate operational and procurement synergies of EUR 380 million p.a. before tax.
It is expected to provide attractive returns and significant value creation for investors. Considering the benefits of fully phased synergies and excluding restructuring costs, the pro-forma accretion of normalized earnings per share6 should be c.20% in 2023. Mid-term, NewALD’s dividend pay-out ratio is expected to remain between 50% and 60% until 2025.
Tim Albertsen, Chief Executive Officer of ALD, commented: “Today marks the beginning of a new chapter in our history as a first step towards creating NewALD. In the context of today’s transformation of the automotive and mobility sectors, which is proceeding at an unprecedented pace, this proposed transaction is instrumental in the creation of a leading global player in mobility. By combining the multiple strengths of ALD and LeasePlan, gaining size, joining forces in digital and creating a leading provider of sustainable mobility solutions, we would transform our industry and be best positioned to deliver even better solutions and value propositions to our enlarged client base. This transaction would create multiple opportunities to the joint management teams and talents of both companies, across geographies, underpin our focus on sustainability with a clear path to zero emissions mobility and not least deliver strong shareholder returns over the cycles. We are all very excited about the prospect of being part of this new venture.”
3 Excluding LeasePlan Australia and LeasePlan New Zealand, which were sold to SG Fleet as per 1 September 2021
4 B2E is Business to Employee
5 Computed as: Total overheads/Gross margin (excluding used car sales result and cost of risk)
6 Computed based on ALD consensus net income group share as of 27 October 2021 (net income of EUR 623m), at constant perimeter, including fully-phased run-rate synergies and excluding restructuring costs. NewALD standalone EPS adjusted for capital increase compared to ALD’s expected EPS
Tex Gunning, Chief Executive Office of LeasePlan, commented: “The combined business would be instrumental in moving the automotive industry from ownership to subscription models and zero-emission mobility. By joining forces with ALD, we combine the best talents in the industry with the investment power needed to meet the next generation mobility needs of our customers. From day one, NewALD would be operating one of the largest fleets of electric vehicles and will continue to set the standard for ESG in the mobility industry. I am very proud of all LeasePlanners for bringing our business to where it is today. We are looking forward to working with the excellent team at ALD and taking our combined business into the exciting future of mobility.”
Strategic rationale of the envisaged transaction:
This proposed transformative deal would represent a step-change towards creating a leading mobility player worldwide. The increased size of NewALD would provide it with key advantages: a global offering and coverage of all client categories, increased breadth in terms of products and services, and a balanced geographic coverage. These would enable NewALD to anticipate future market needs and meet client expectations with industry-leading operating efficiency and optimised procurement.
NewALD would be ideally positioned to embrace the mobility sector’s global growth megatrends and lead the digital transformation of the industry. By creating a fully digital business model it would be able to compete on service and cost with OEM captives and tech players entering the market, to capture the accelerated growth ahead. NewALD’s enhanced firepower to invest and develop new mobility products and ancillary services would allow it to build new digital business models based on core value chain competencies and state-of-the-art digital solutions across segments, products, and services.
Thanks to this proposed transaction NewALD would become a leading global provider of sustainable mobility solutions and the partner of choice for corporates to support the transition towards Electric Vehicles (EV). By establishing new global partnerships around new services for EV, NewALD would accelerate the deployment of multi-cycle, flexible and multi-modality solutions and ensure faster time-to-market for innovative sustainable mobility solutions. As a result, NewALD expects to go beyond ALD’s current sustainability targets to establish true industry leadership on ESG7 investor criteria.
Both ALD and LeasePlan have a proven ability to bring innovative digital solutions to market, so NewALD would be well-placed to grasp new growth opportunities in the mobility sector. This would be further boosted by cross-selling their respective products and developing ALD’s partnerships through LeasePlan’s footprint. Powered by its enlarged offering, geographic presence, and extensive digital capabilities, NewALD would expect to drive strong growth across all client categories and lift annual fleet growth to at least 6.0% post-integration.
Delivering value to ALD shareholders:
The highly synergetic nature of this proposed combination and the complementary capabilities of ALD and LeasePlan would generate significant value for ALD’s shareholders.
NewALD would target a Cost/Income ratio8 of c. 45% by 2025, a strong improvement compared to the pro forma 53%9 level in 9M 2021 of the two companies, and also better than ALD’s Move 2025 target of 46-48% for 2025. This demonstrates the strong positive jaws effect from the step-change in size of the new company. This best-in-class efficiency in the industry would further boost the company’s resilience through the cycle.
Scale effects and cost synergies would underpin this improvement in efficiency. Annual run-rate procurement and cost synergies are estimated at c. EUR 380 million before tax and would be expected to fully materialize by 2025. Procurement optimisation would contribute a substantial part of this, through synergies on vehicles & tyres spend and savings in services and indirect expenditure. The remainder would come from other cost synergies. Restructuring costs, estimated at c. 1.25 times the annual run-rate synergies before tax, are expected to be incurred in 2023 and
As a result, this proposed transaction is expected to be highly accretive for ALD shareholders. Calculated on a pro forma basis, NewALD’s EPS10 for 2023 should improve by c.20%. NewALD is expected to deliver highly compelling value to investors in the mid-term due to strong long-term fleet growth and operating leverage coupled with attractive returns, supported by a high dividend pay-out ratio.
7 Environment, Social, Governance
8 Computed as: Total overheads/Gross margin (excluding used car sales result and cost of risk) for ALD and LeasePlan
9 ALD at 48%. LeasePlan at 58%, restated to exclude cost of risk
10 Earnings per share. Computed based on ALD consensus net income group share as of 27 October 2021 (net income of EUR 623m), at constant perimeter, including fully-phased run-rate synergies and excluding restructuring costs. NewALD standalone EPS adjusted for capital increase compared to ALD’s expected EPS
Robust balance sheet and strong capital position:
NewALD would aim to have a robust capital position. Strong solvency and profitability at closing would secure funding for future growth while maintaining a 50-60% pay-out ratio.
LeasePlan currently has a banking license, allowing it to raise deposits under the Dutch deposit guarantee scheme, and LeasePlan is regulated by the ECB. NewALD would maintain this access to deposits and apply to the ECB for regulated status as a Financial Holding Company. As a regulated institution, NewALD would target a c. 13% CET111 ratio and a Total Capital Ratio of 15-16%. The transaction would use EUR 0.7Bn of capital surplus12 in ALD to part fund the acquisition of LeasePlan, including with hybrid capital/Tier 2 debt, without fundamentally changing ALD’s historical capitalisation level.
The credit rating of NewALD is expected to be at least in line with ALD’s current investment grade ratings (BBB from S&P and BBB+ from Fitch). NewALD would benefit from a diversified funding profile, combining strong support from Societe Generale (providing c. 30% of its funding needs), deposits (c. 25%) and market funding (loans c. 10%, bonds c. 25% and securitizations c. 10%). Both ALD and LeasePlan are established issuers in financial markets, including via Green bonds and securitizations, and market access of NewALD would be expected to benefit from its regulated status and strong ratings.
ALD, as a subsidiary of Societe Generale, has in recent years increasingly become subject to tighter compliance and reporting requirements, meaning related additional costs in this area are expected to be limited.
Completing the integration effectively and within a short time frame from closing would enable the efficient generation of scale effects and synergies. Management’s main objectives would be to leverage best practices from both sides, maintain high quality of services to all clients with a strong focus on commercial dynamics and the creation of a common culture driving staff motivation.
To achieve a successful integration, an Integration Management Office (IMO) would be set up in 2022, leveraging the best talents of the two entities, which would finalise a joint migration plan. NewALD would adopt an appropriate, pragmatic, and efficient integration strategy, built on a two- stage process:
An interim period with a tactical approach focused on completing integration in the top 12
countries within c. 18 months from closing.
The progressive move from the interim operating model towards the digital target operating model.
NewALD would be led by Tim Albertsen, as CEO, who would be able to rely on two highly experienced management teams with deep pools of talent and a proven track-record of fast merger execution (13 bolt-on acquisitions performed by ALD since 2014) and successful technology integrations over the past years.
11 Common equity Tier 1
12 Cash leg funding mix (rights issue / surplus capital) subject to potential minor adjustments; Surplus capital corresponding to estimated excess capital at ALD standalone level, over the 13.0% target CET1 ratio
Key transaction terms:
Price: Acquisition of 100% of LeasePlan for a total consideration of EUR 4.9 billion13
Transaction based on LP Group B.V. book value of EUR 3.514 billion at closing
Cash component: EUR 2.0 billion to be financed via a rights issue of EUR 1.3 billion and EUR 0.7 billion of surplus capital14
Rights issue underwritten by Societe Generale to occur before the completion of the proposed transaction
Take up enabling Societe Generale to hold c. 53%15 in the combined entity at closing and ownership of c. 51% in case of warrants exercise
Share component: 30.75% of combined entity share capital (12 months lock-up, followed by a 24 month period with orderly sale provision)
LeasePlan’s selling shareholders would together hold 30.75% of NewALD after rights issue completion and combination
ALD to issue warrants to the benefit of the LeasePlan’s shareholders (total stake of 32.9% in case of warrants exercise)
Warrant characteristics: EUR 2.00 strike price per share, 1 NewALD share for 1 warrant
Exercise: between 1 to 3 years after closing, warrants become exercisable if NewALD’s fully undisturbed share price (adjusted for the contemplated rights issue) increases by at least 30%
Execution of a shareholders’ agreement between certain LeasePlan shareholders and Societe Generale (and lock-up agreements with other LeasePlan shareholders)
Post-closing, the free float of NewALD would exceed 15%, implying a significant increase in free float market value.
The proposed transaction has received the support of Societe Generale’s, ALD’s and LeasePlan’s Boards of Directors, as well as LeasePlan’s Supervisory Board, and is subject to information and consultation of relevant works councils. The closing of the transaction is subject to customary closing conditions. The main closing conditions are (i) the regulatory and antitrust approvals, (ii) the waiver by the AMF to the obligation to file a tender offer on ALD granted to the LeasePlan’ shareholders (iii) the shareholders meeting of ALD, (iv) the distribution by LeasePlan of its excess capital and (v) the delivery by each of ALD an LeasePlan of a pre-agreed book value at closing allowing the combined entity to reach a CET1 level of c. 13%. The proposed transaction would be expected to close by end of 2022.
13 Based on EUR 12.12 per share for ALD (VWAP on Euronext between 28 Sept 21 and 27 Oct 21, date of publication of press release after market close confirming discussions concerning a potential combination) and excluding warrants
14 Cash leg funding mix (rights issue / surplus capital) and LP Group B.V. book value at closing subject to potential minor adjustments; Surplus capital corresponding to estimated excess capital at ALD standalone level, over the
13.0% target CET1 ratio
15 Before warrants exercise