Nippon Paint Holdings Co., Ltd. (4612) Earnings Call Transcript & Summary

Thank you. Hello, everyone. My name is Yuichiro Wakatsuki, Co-President of NPHD. Thank you very much for taking time to join us today despite your busy schedules and short notice. I would like to take a moment to explain about acquisition of U.S.-based AOC, which was announced today. I will be talking to the presentation slides. Please have a look at them. First, today's summary, the acquisition target is a U.S.-based global specialty formulator. That is how we call them. Specialty formulators means that for -- products that are using construction, infrastructure, transportation and other applications. There are Coatings, Adhesives, Sealants and Elastomers, they are referred to as the CASE as well as colorants and composites. For these products, this company engages in formulation development, manufacturing and distribution of Unsaturated Polyester and Vinyl Ester and other solutions for CASE, colorants and composites used in the applications I mentioned. This acquisition is aligned with the asset assembly model that we have been talking about as part of our growth strategy. In a sense, we believe that this embodies our future vision. As a leading company with a strong and resilient business model, AOC will be added as a new pillar to NPHD group, contributing to EPS from year 1 post-acquisition without relying on any synergies. AOC is led by an excellent management team with a track record of significant value creation, which we expect to accelerate under NPHD Group. This transaction is a significant milestone, which establishes a major pillar for NPHD since the acquisition of DGL in 2019. AOC has a leading position in the United States and European markets and, as I will discuss later, has developed a business system that helps generate a highly profitable business with strong cash generation capabilities, backed by low capital expenditure requirements. AOC has achieved a substantial profit growth in a disciplined manner under the ownership of multiple private equity firms. We are confident that we will be to pursue further value creation from a longer-term perspective without being constrained by short-term exit strategy. We have been in close communication with the AOC management and we are very excited about the future growth opportunities. The closing is scheduled for the first half of FY 2025 after the achievement of certain regulatory approvals customary to a deal of this nature. EPS is expected to increase by approximately 30%, which JPY 15 to JPY 17 compared to the pre-acquisition level on an annualized basis based on various assumptions at this point of time. The acquisition cost is funded through debt. There is sufficient leverage capacity and we do not have any plans for equity financing in connections with this transaction. On Page 3, I would like to provide an overview of the transaction. In 2023, AOC's net sales were approximately $1.5 billion. EBITDA was approximately $530 million, with an EBITDA margin of approximately 35%. In both North America and Europe, AOC has built a strong market position. And the key point is that like the paints and coatings industry, AOC boosts strong local presence that allows for superior local customer service, which is further bolstered by its robust technical service capabilities and deep understanding of its customers' businesses. We believe these capabilities to establish a strong competitive advantage that helps drive AOC's excellent performance by focusing on customized, high value-added products, in particular, a very good management team led by CEO, Joe Salley, who joined the company in 2018, has achieved this performance, and we have confirmed they will continue to manage the company after this transaction. The purchase price is approximately $4.35 billion, including debt and EV. EBITDA multiple is approximately 8.2x against 2023 EBITDA. In terms of financial impact, which I have touched upon, in terms of leverage capacity, net debt EBITDA would be about 3.5x. Our net D/E ratio would be 0.7x in 2024 on a pro forma basis, which are in safe zones that we have been talking about since before. In fact, AOCs capital expenditure requirements are 2% to 3% of sales, which is the same level as the Paint and Coatings industry, with more attractive margins than in the Paint and Coatings industry. We, therefore, believe that leverage would not be a problem at all. Next, we would like to explain a little bit more about AOC. We have already mentioned key operational and financial profile of AOC. And we would like you to highlight on the right-hand side that about 70% of AOC's products are custom formulations. AOC's formulations are proprietary and confidential, and its capabilities allow it to meet customer needs and differentiate itself from competitors by providing high-performance solutions. In addition, the Americas account for 70% of their total sales, and Europe is still modest, but we believe it has substantial room for further growth in Europe. The customer base is also diversified, with about 1/3 of sales relying on the top 10 customers. Moving on to Page 6. In terms of AOC's global footprint, AOC has 14 manufacturing sites and 10 technical service sites around the world. These are close to customer locations, which is one of their characteristics. AOC focuses on providing added value through products tailored for local needs, strong product delivery capabilities that meet challenging customer requirements and local technical service. On Page 7, as you can see here, AOC serves a fairly wide range of applications and end markets. Moving on, on Page 8, we show examples of AOC's diversified product portfolio. As you can see, as we saw in the previous page, their products cover a wide range of end markets. Some of these end markets are affected by business sentiment and interest rates. Other markets such as infrastructure are not dependent on the business cycle, and there's definitely a need for infrastructure investment and development in the U.S. that we believe will drive growth in the medium to long term. On Page 9 in terms of the overall market size, our view is such the so-called noncustomized composite formulations market is larger. But AOC focuses on the CASE and customized conventional composite market, the lower half in dark color, which accounts for about 30%. The market has been volatile in the past few years due to COVID, supply chain disruption, inflation and high interest rates, but the market is expected to grow resiliently in the medium to long term in our view. In addition, AOC has an excellent track record of generating solid profits in fluctuating economic environment. Page 10. Here, we would like to briefly explain about AOC's business systems, which is one of the major drivers of their added value. It is basically a holistic approach that traces its origin back to the Toyota production system and is comprised of principles, practices and procedures that ensure a high level of repeatable performance. While it is used by many companies, including ourselves, AOC applied it systematically to improve business in a determined manner. AOC teams worked together to continuously improve value by looking at the important areas such as new product development, lean manufacturing, procurement and commercial excellence from multifaceted perspective to creating value at the end. I think NPHD, which is already operating with a high level of cost awareness can learn a lot from this approach. That is my impression throughout this transaction. Moving on to Page 11. In the medium to long term, we expect not only a recovery in business sentiment, but also various trends to support market growth. For example, automotive lightweighting, energy transition, shift to EV, infrastructure growth and housing shortages and recycled materials will drive demand, albeit depending on the timing of certain market events. We believe that AOC's innovative products will continue to provide a variety of added value and bring about growth, including the ability to open new markets for its products via the replacement of traditional materials. Moving on to Page 12. As I have mentioned so far, AOC demonstrates robust profitability. After the increase in demand after COVID, market demand decreased sharply in 2022 and 2023 due to destocking and the general economic environment. AOC did an excellent job in improving and maintaining its profitability. Over the medium to long term, we expect mid-to-high single-digit volume growth. Page 13. This is the management team. Wee Siew Kim and I have meetings with several other members of the management team in addition to those who are listed here. And we both confirmed that they are all highly motivated and aim to create value as the united team. This was confirmed by myself as well as the co-President Wee Siew Kim. We look forward to working with AOC's CEO, Joe Salley, who has shown the strong ability to lead such an excellent team. In addition, they have put importance on regional operations, the U.S., Europe and Asia, respectively. On top of that, they have a very strong sense of unity as one team. Page 15. This is where I will explain more about the strategic rationale of this transaction. But we've already outlined it so far, so I'm not going to repeat it too much. One, essentially, we will pursue various synergies, but the point is that even without synergies, we will be able to increase EPS safely and significantly. Two, thanks to the high cash generation capabilities, as I mentioned earlier, deleveraging as a group is expected to proceed quickly. And although we may not immediately carry out large-scale M&A, which will bring about the next pillar, we always take an opportunity for the next target. On the other hand, we will seek opportunities for bolt-on type M&A every year. Three, we call it our asset portfolio. Just like DuluxGroup, great companies will take advantage of our platform and seek additional opportunity for growth. And NPHD encourages that. In that sense, we will pursue additional M&A at the holding company level as well as additional M&A at the AOC level, provided after risk and return are justifiable. Four, as I have stated before, we will prioritize growth investments over short-term returns, and we will continue to make capital allocations that contribute to EPS compounding. However, it is important to note that M&A itself is not the goal, but the safe EPS compounding and the maximization of the EPS are key. Page 16. This is an overview of the pro forma calculation. The figures for 2024 are based on our guidance and estimates by AOC. So these are only rough estimates and forecast at this point of time. So please be mindful that these figures are based on various assumptions. Page 17. This is an illustrative overview of operating income breakdown by region before and after this acquisition based on 2023 figures. As you can see, AOC is one of the major pillars along with NIPSEA China, NIPSEA except China and DGL. Page 18. This is an explanation of the state of capital. On the right-hand side, this is a simulation without new bolt-on M&A, but it is assumed that deleveraging equivalent of 0.6x to 0.8x debt to EBITDA per year can be achieved. That is why we expect that we will be able to return to the current leverage level in about 2 years. Bottom left, in terms of capital allocation, in view of the fact that EPS can increase to such an extent through asset assembly, we believe that dividend payout ratio of 30% should be revisited after closing of this deal. At the very least, we will maintain the current level of the dividend payout ratio, meaning that we will not decrease the amount of dividend. But we believe that reducing outflows of cash and preparing for the next acquisition will help MSV in the medium term. I hope you will understand that we need to take some more time. I am finished with the overview. And finally, Page 19 is the summary. I would like to state 2 points. This acquisition is a true embodiment of the Asset Assembler strategy that we have been pursuing since 2022. By utilizing low funding costs in Japanese yen, we can significantly increase EPS from the first year, and the asset can grow autonomously. As we have stated before, there is nothing to impede the issuance of shares, and it is an option for fundraising. But we believe that we should first aim for the next acquisition, focusing on lower debt cost by reducing leverage at an early stage. And we believe that it is quite possible to continue such acquisitions after deleveraging. In addition, through our interactions with the seller and the management of AOC, we were able to gain alignment with the simple but powerful mission of MSV, including the path to future value creation. By becoming a good long-term shareholder of a good company, we would like to further realize MSV. In that sense, although this is a very large acquisition, our stance of pursuing both organic and inorganic growth has not changed at all. And we will do our best to meet your expectations for future deliveries of values. This concludes my brief presentation. Thank you for your attention.

[Audio Gap] equipment very well, and we are very comfortable in making this decision to acquire, and thus, we made the decision to acquire.

So do we have to rely on quantified synergies?

No, we will, of course, pursue synergies, but that's to be as the upside. And we will benefit from it once it's generated. That's our thinking. That would be all.

So you're not necessarily after synergies, but this is an attractive company. There must have been a lot of competition, and it has yet to close. But from AOC's perspective, why did they decide that you are the best investor? Is that because of your track record? To the extent that you can, if you could share, as to why AOC chose you?

As to the negotiation, we cannot really divulge what we negotiated. But let me just say that just because AOC was up for sale, did we go after it opportunistically? No. We took a very long time to examine long-term risks, and because it's held by private equity, we were sure that it will be up for sale at some point. And so we made the approach from our side. We shared our thinking and the certainty that we can provide. And as a result, we were able to negotiate the CEO quite successfully. I think I can share at least that. And MSV, our thinking and Asset Assembler approach, we explained. So -- and this was well understood. It resonated well with the target. And that is why it was decided that it be assigned to us.

The next questioner is the [ Millennium Capital ], [ Fujita-san ].

This is [ Fujita ] speaking of [ Millennium Capital ]. Can you hear me well?

Yes, [ Fujita-san ], I can hear you.

First of all, it's been a while since you've done a large acquisition. So congratulations on your success. So EPS growth is something that I feel your leverage capability. And I have high expectation for this M&A. But I wonder, what is the domain? In the past, you equaled Paints and Coatings. So in the area of adhesive, you did have some M&As, but it was never in this size. So it was actually a surprise to me. I think that you are not going to enter the upstream. But to what extent are you going to enter the adjacencies? And in Paints and Coatings industry, you may not be able to find any good opportunities. So maybe that's why you've looked for and found this target. So my question is, what is the coverage in terms of your portfolio when you look for targets? Of course, you wouldn't choose just anything, but can you please elaborate on your coverage in terms of your portfolio?

Thank you, [ Fujita-san ]. Probably in -- on this -- on April 4 when we announced the midterm business plan, since then, I think my statements have become more bold. And if you look at our integrated report, it's just that there is no limit. And as you just said, it is too much without any limit if you look at this acquisition. But what I often say is that we will never acquire a bank because it's a regulated industry and it will never be profitable. And we will never acquire steel or iron industry either. We will look at risks and returns valuation and how they generate cash, the management team. These will be the factors that we will first look at. And this acquisition was very close. And we have quite a long list of targets that we hope to approach. But if it is a chemical company with a heavy CapEx, it will not be easy for us to acquire. So there are many elements. But if we set some limitation to ourselves, it would not be the embodiment of MSV, it means that we will accept and take risks. Our consideration process cannot be shared in details with you. But we are making this announcement today, and that means our conditions have been met, including the management team of the target company. And it doesn't necessarily mean that we will never enter the upstream. Is -- it has a cyclical fluctuation, profitable sometimes and not so profitable in other times, that would not aligned with our business model. So we will look at opportunities from comprehensive point of view and at the end of the day, we need to do M&As. That will be appreciated and evaluated highly by stakeholders like yourselves. So maybe I'm not answering any part of your question, but this is our candid stance that we pursue our MSV, utilizing our know-hows and platform so that we can generate and pursue enjoyable profit. That is our mission. So in that sense, this is broad, but there only will be a number of opportunities that we will be able to accomplish to the very end. And they will be the ones that will make sense to you. Ever since we acquired Dulux, we have been in this area. 25% of their sales, Selleys is the brand of Dulux, and we have Betek, the construction material-related business. So it's not that we have to be within the Paints and Coatings business because in Kazakhstan, we have the Mortar business. At the end of the day, we will put them on our platform and maybe use our capital capability, capital strength to achieve further growth. But even without that, we first need to find the companies that can generate cash, that can generate good margin and be profitable and with a reliable management team. That's our idea. So maybe I've spoken too long. But this was a good opportunity to explain what is our thought process. I'm hoping that you would understand what it is. I think this is a good process indeed. When I looked at it for the first time, it's petrochemical, raw materials. They are stable. I felt that this was a company that chosen because of the proximity of the coverage areas but maybe that's not the case. It was just an outcome that your portfolios happen to be close to each other. Yes. Well, it may sound opportunistic if you say it was just an outcome, but we have considered various opportunities, and we have orders that we need to follow in terms of procedure, and in our communications, we made this decision that this is it, and it happened to be this company. And this is a huge acquisition with huge return. This cannot be executed one after another. That means we need to prioritize. And that is why we are making this announcement today. Thank you. Finally, I think it is too early to talk about the next acquisition because this was a large acquisition. But when we look at this industry, valuation of listed companies are too high and you will have limited opportunities. So in the future, maybe you won't find acquisition opportunities as large as this one. But if you look at it from a broader perspective, there may be similar opportunities in other areas.

From your perspective, Wakatsuki-san, so do you have such ambitions or excitement that you can share with us for the future? Just a brief comment will be fine.

Thank you. On Page 19, I think it's at the very end of the presentation deck. We're talking about deleveraging in a speedy manner and we will return to the current leverage ratio in about 2 years. And I'm seeing that similar -- a number of similar assets are under consideration. We will not mention any specific number but we do have a list. However, since this is M&A, we need to find opportunities that meet conditions, including valuation. So this is not a promise but Asset Assembler strategy, we've been pursuing this. And if we can execute this kind of M&A once every a couple of years, 2 years, for example and we are open to using debt opportunities, that is theoretically possible but this is not a decision that we can make easily. But in any case, we will continue to pursue these opportunities and I hope you can continue to have expectation. And when we announce financial results, I'm often asked, are you taking vacation on M&A? And I say, no, that's not the case. So this is something that we've been working on, in fact. Thank you.

Next question from Yoshida-san of Mizuho Securities.

Yoshida from Mizuho Securities. Congratulations on your acquisition of AOC. Can we look at Page 3 of the presentation material about the price for the acquisition? If you could once again explain this. So corporate value and equity value. And in the footnote, with respect to the equity value based on the balance sheet, it says -- but the acquisition price is somewhat different since that there are footnotes included. If you could please elaborate on this?

Well, yes, in principle, the equity value is more or less fixed. But ultimately, the debt that we will be taking on, the debt held by AOC until closing, so that's going to be the first half of next fiscal year. We have 6 months to go. So in that process leading up to that point, there could be some fluctuation. And between ourselves, well, we have this clear agreement as to how to deal with that between the buyer, us and the seller. $4.35 billion, we believe that it will be within that range, within that amount. So debt that they hold after completion of the acquisition, they are to be refinanced in principle. So all the capital that we're going to spend on this is going to be based on this number, $4.35 billion. And NPHD will be doing the financing. We have commitment letters from financial institutions. We have already secured the funding.

So JPY 630 billion, this could still fluctuate?

Very little, very little fluctuation. Very little. Well, ForEx may change. JPY 145 to the dollar, that is the basis of the rate for the calculation. And so in the Japanese yen, it could be a little larger but the fund is already raised. To be precise, this is a commitment letter we are talking about. We have not drawn down the funds yet. So at the time of closing, we're going to draw down or make it permanent. At any rate, we're going to take out borrowings from financial institutions.

So I was wondering whether this was up for further fluctuation. I was worried about that?

We have a solid agreement with the seller. So no major fluctuation to be expected.

Next, SMBC Nikko Securities, [ Shintani-san ].

[ Shintani ] from SMBC Nikko Securities. Congratulations on the announcement of the M&A. From my side, once again, I would like to ask about the background of the profitability. So EBITDA margin compared to your existing business is going to be pretty high for this acquisition. So the fact that such a high margin is being realized, is it because of competitive technology and custom-made products account for 70% of their business? Is that because of that? Or do they have very good customers, as is on Page 5 partially? So is that because of that primarily? So what is the background to the high margin that this company is generating? If there are any differences compared to your existing business, please explain them as well.

[ Shintani-san ], thank you for your questions. So when we first took a look at this company, their business model is not all that different from the Paints business. They manufacture materials. They sell them. So what's the major difference we considered? We cannot share with you everything that we studied because part of it is business secret. So just to give you the outline. For one thing, well, customers in terms of intermediary products, well, they directly interact with customers, and they are able to provide materials and ingredients that meet their customer needs close to the locations. So technical services are provided from a place that's very close to their customers. So it's totally different from general products. So formulations are owned by AOC. And based on that, they customize products, which are highly appreciated by their customers. So that's what we see. Just to give you the outline. And from the customers' point of view, convenience is key. There is competition, of course, peers in the industry as well as epoxy manufacturers. Epoxy manufacturers can be their competition but AOC is able to perform very well. That's because of their capability to innovate and develop products. They excel in that. As a result, they are highly evaluated by their customers and that is reflected in the pricing that they set for their products. And this is where it's similar to the paint business. Within the overall cost, if we look at their cost of products, cost of goods, it's not all that high. The same with paint, the percentage of cost that we have within the overall cost of construction is not very high. But then, of course, there's the right level of pricing to be had but that's another factor and all these factors combined to make them a good company. And is this something that is temporary prior to the exit by private equity funds? Or is it permanent? Is it sustainable? We examined. And as you know, not that they have very large CapEx. So right before the exit, are they cutting CapEx and posting depreciation? Not at all. That is not the case. A very competent management of the company has the capability to realize a very good business. And of course, we have gone into all the details behind that. But as a result of our study, we became very comfortable and have decided to acquire this business. That would be all. Thank you.

Just to ask a follow-up question. This is a B2B business and passing on increased cost may not be easy but because the company is quite competitive, even if the price of ingredients go up, they are able to pass on the cost increase to the customers. Is that correct?

Well, as you rightly pointed out, it's not easy to pass on increased cost to the customer. But looking at their past track records, in '21, '22, 2023, when ingredient costs went up and inflation started to rise with a sluggish business. So the demand cycle and material cycle, they have the capability to overcome these adversities, I believe. So they own formulations and the expertise related to that. And they don't necessarily have to get the approval of their customers because of their competence. They're competitive. So well, in our Paint business, we need customer approval for the process and the products that we offer but they have more flexibility than that. Thank you.