DISCUSSION MATERIALS
Australian Mining Services M & A Trends, & What This Means For The Rest Of Asia
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https://www.bloomberg.com/news/articles/2017-03-01/aussie-economy-grows-faster-than-forecast-on-household-spending
0.90 0.40
0.70 0.30
0.50 0.20
0.30 0.10
0.10 0.00
Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17
5.00
1.50 Takeover by Hitachi
4.00
1.00 3.00
2.00
0.00 0.00
Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17 Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17
UGL Limited
4.00
What Drove the Sentiment Pivot Change ?
De-levering Balance Sheets From High Debt 3.00
Incredibly low valuations many below 3x ACTUAL TEV/EBITDA
Sponsors signaling loosening CAPEX / OPEX Spend 2.00
Commodity price recovery Takeover by CIMIC
Optimised operational structures all fat cut out 1.00
Change in contract risk profile moves to open book / cost +
contracting as opposed to fixed price / lump sum
0.00
M & A activity cycle commenced Jan-14 Jul-14 Jan-15 Jul-15 Jan-16 Jul-16 Jan-17
Commodity prices have rebounded over the past six months but what sustainable levels ?
2 Commodity Prices Material increases in infrastructure spending globally will underpin further commodity price gains
Continue to Remain The value of Australias resources and energy exports is forecast to increase by 30% in 201617, to a
Positive record $204 billion. This forecast represents a 16% upward revision from the previous estimate made
in September. (Department of Industry 2016)
Prolonged supply disruptions at large mines overseas will reinforce Australias reputation as a safe
jurisdiction for commodity producers and investors
S&P ASX300 Metals & Mining Index
Inbound queries from overseas investors looking to acquire and expand mining assets in Australia
4 Inbound Investment &
have surged in the past six months
Deal Inquiry Both On The
Australia is seen as a low-risk, politically-stable destination for foreign mining capital
Rise
Australia often seen as a platform jurisdiction for moving into Asian markets
Foreign acquirers tend to take a longer term view of commodity cycles than Australian-based
investors. They are seeking assets that they can grow over the medium-long term
Increasing inquiry of Western companies looking into emerging Asian regions driven by anticipation
5
Asia Seen As A Frontier of ongoing increased growth of sector importance and the chase for Margin
For Growth Scale of in country operations often seen as a challenge too small to be able to function as a local
platform to build other assets / operations around
Specialisation a much easier decision for a Board to sign of on to enter a market: Sleep at night test
31 March 2017 Page | 8
MACRO SECTOR OBSERVATIONS
Australian Mining Services & Engineering Companies have enjoyed aggressive valuation recovery
2 over the past 12 months, driven by commodity price recovery and Sponsor activity
Capitalising On
Positive Sentiment Level of inquiry for Australia and South East Asia risen dramatically
Corporates & Financial Sponsors (selected) in deal making mode although many PE now trying Exit
Multiple Cross Border and In Market plays unfolding last quarter really accelerating
3 Rationales include acquiring :
Strategic Rationales 1. like operations for geographic / client penetration
2. hetrogeneous business modelling avoiding risk concentration
3. Market entry at the perceived lower risk part of the cycle curve
4. Specialisation
4 Capital for M & A is becoming increasingly available, although often from alternate sources to
Capital Availability &
traditional commercial trading banks Mezz & Special Sits Funds
Deal Structures
There is a reluctance for Boards / Management to return business models to gearing levels of pre
GFC and the Resources Great Depression
Stock being increasingly used as a currency again with the recovery in valuations
Deals structured in smaller transactions to ensure alignment moving forward
30
25
20
Price to Earnings Ratio
Market fully
15 valued?
explains
increasing use of
10
Shares as deal
currency
Depths of GCF
5
0
1990 1993 1996 1999 2002 2005 2008 2011 2014 2017
Deal Value
Year Target Acquirer Target Nation EV/EBITDA (LTM) Notes on Target
(US$ m)
4.1x
2016 Singapore 17 Marine Services
(PER)
Precedent Transactions
Oct-16 Mining equipment components supplier and servicer $857 mil 9.0x (H)
Komatsus acquisition of Joy Global (at 16.4x EBITDA (F)) and Hitachis acquisition of Bradken (at 9.0x EBITDA)
highlight the foreign acquirers drive to acquire leading sector manufacturing styled companies
Hitachi has this week reached Compulsory Acquisition threshold in the Bradken takeover
Timing of the acquisitions (mid-2016) also represents the acquirers view that the industry is recovering, whilst trying
to capitalize in an opportunistic fashion on lagging valuations with good companies
31 March 2017 Source: Thomson Reuters Eikon , Mergermarket, LCC research Page | 14
AUSTRALIAN & ASIAN DEAL ACTIVITY
Precedent Transactions
Dec-14 Provides hire of pump, power and compressed air equipment $93 mil 8.8x
Diversified Mining Specialises in vertical and lateral mine construction and leader in the
Sep-14 $20 mil 3.0x
Services provision of raise boring services in Australasia.
Specialises in vertical and lateral mine construction and leader in the
Oct-13 $15 mil 5.4x
provision of raise boring services in Australasia.
Provides rental of earthmoving equipment and maintenance services
Aug-13 $346 mil 3.3x
to mine operators
Average 5.0x
8.7x
Factors That Will Drive Value
Local Comparable Analysis
Comparable Analysis (Australia Mining Product) 8.4x 8.9x External Factors
(Mining Product)
Market sentiment, capital availability for transactions &
Bidder trading valuation
6.8x
Cost Saving & Synergy Analysis from any deal
Local Comparable
Comparable Analysis
Analysis (Australia Mining Services) 3.9x 11.3x Macro market trends, including Capital Investment in
(Mining Services)
Mining, Engineering Services, etc.
11.6x
Internal Factors
Comparable
Comparable AnalysisComparables)
Analysis (International 7.0x 17.3x
(International) High level of recurring revenue from stable client base
IP rich company, which continues to develop
9.0x evolutionary R & D solutions
Precedent Deal Analysis Predictable CAPEX profile not CAPEX starved in any
Precedent Transaction
(Mining Products)(Mining Product) 5.7x 11.7x
way
EBITDA Margin & sustainability of that margin
5.0x Current Order Book vs historic performance combined
Precedent Deal Analysis with understanding of CAPEX requirement for Order
Precedent Transaction (Mining Services) 3.0x 8.8x
(Mining Services) Book growth
External
How Win Business ? Product Relationship Tender Local Partner ?
Local Dependent ? Low V. High High Extreme
I.P. Merger Benefits ? High Low Moderate Low
Risks
Low Moderate Extreme High
On Time, On Budget
Environmental Low ^ V. High High Very High
2 Deal quality, in particular assets that have seen the market a number of times before
Challenges in Australian /
Aggressive assumptions on future performance being used as the basis of valuation in
Developed Economies
a still fragile global economy and US Presidency that needs to get agenda delivered
Increasing commercial competition as new entrants acquire cheap equipment in what
is still a flooded market and attempt to carve out a market segment for themselves
3
Mining Services Technology sought after particularly where productivity improvement
Products and companies with high IP will also be attractive, as international players will
LCC anticipates a number
of key deal themes Across
be able to leverage their products through cross border sales channels
Asia & Australia Acquisitions in Asia will likely increase but in particular as bolt ons for existing
operations or Private Equity portfolios
A key issue in Diligence is potential of any Target being CAPEX starved during down times
Valuation separation of those with IP in their operations and those that commoditised
Mining Equipment
Based on the analysis of major mining equipment players, it appears that mining equipment sales have
increased towards the end of CY2016
Komatsu Caterpillar
(year-on-year growth of construction and mining equipment sales in Oceania) (year-on-year growth of machines sale for resources industries in Asia Pacific)
30% 90%
20% 60%
10% 30%
0% 0%
-10% -30%
-20% -60%
-30% -90%
Apr-15 Jul-15 Oct-15 Jan-16 Apr-16 Jul-16 Oct-16 Jan-15 Apr-15 Jul-15 Oct-15 Jan-16 Apr-16 Jul-16 Oct-16 Jan-17
Mining Consumables
Fundamentals are stable, with mining consumables sector led by strong run-of-mine output growth
of 3% to 5% p.a. Outlook in mining sector has turned positive
What are the industry players saying? Recent Positive Developments (4)
Fundamentals stable; while capital growth not expected until FY18, underlying run-of- Anglo American (Feb-17): Ends forced asset sales
mine output expected to grow: (1) after the company swung back to profit. This is a
Mining output at historic highs positive development for the sector, as holding the
Output growing steadily at 3-5% p.a. assets means:
Low cyclicality Confidence is returning to the sector
Anglo will likely recommit to reinvestments
Seeing recovery in demand for mining equipment (2) into its mines (following a period where CAPEX
Increase in customers need for improvement in productivity and decrease in life-cycle is likely held back as assets are put on sale)
costs (2) Profitability will lead to emphasis on
increasing productivity, and hence, increasing
Australias iron ore export volumes (3) Australias thermal coal export volumes (3) spend on minimising downtime
Million tonnes
31 March 2017 Source: (1) Bradken Limited , (2) Hitachi (3) Office of the Chief Economist Resources and Energy Quarterly December 2016, (4) news reports Page | 23
APPENDIX : ADDITIONAL INDUSTRY DATA
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MONGOLIA CHINA
Inbound: Energy Outbound: Gold. Industrial. Agri.
Services. E & C. Energy Services.
Energy
INDIA VIETNAM
Outbound: TMT. Energy Inbound: TMT. Energy. Food,
Water
HONG KONG
THAILAND Outbound: Gold. Mining Services.
Inbound: Gold Technology. Energy Services.
Outbound: Renewables Energy
PHILLIPINES
Inbound: Tech Infrastructure.
SINGAPORE Services, Water & Waste
Multiple Outbound : TMT. Services
MALAYSIA
Inbound: Energy. TMT. Energy Services.
AUSTRALIA Industrial
INDONESIA
Multiple
Inbound: Mining Services.
Energy, Water
PAPUA NEW GUINEA
Inbound: Energy. Gold. Mining Services
NEW ZEALAND Outbound: Energy
Inbound: Services. Resources.
Energy. TMT
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88 Phillip Street Centre Executive Director
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