Accretion Dilution Analysis

All calculations in Euros Acquiror Target

Vestas Nordex
Acquiror
Current Share Price(Euro) 33.94
Diluted Shares Outstanding(mn) 1010
2021 EPS Forecast 4.29
Acquiror Shares issued in Transaction(mn) 45.1777401296406

Target
Outstanding Shares 125.17
Pre deal Share Price 15.37
Offer Price per share 25
%Offer premium 62.65%
Offer Value 3129.25
2021 EPS Forecast 0.84

Accretion/Dilution Analysis
Implied Standalone Net Income 4332.9 105.1428
Implied Standalone pretax Income 5555 134.798461538462

Proforma Pretax Income

Less: Interest Expense from new deal debt
Less: Incrementa D&A Expense
Less: Deal Fees
Less: Financing fees amortization
Plus: Synergies
Pro forma Pre Tax Adjusted

Proforma Net Income

Profoma Shares Outstanding

Proforma EPS
Acquiror Standalone EPS
Accretion/Dilution per share
Accretion/Dilution(%)
Sensitivity Analyis
 %Dilution
0.193369309548 20% 40%
15
20
25
Offerprice 30
35
40
CombinedProforma
Year 2021 Deal Assumptions

Deal Date: 12/31/2021

Form of consideration:
%stock 49%
%cash(current cash holdings) 34%
% Cash(debt) 17%

Tax rate 22.00%

(Effective rate for Vestas)

Deal Debt
Acquirer new borrowing 531.9725
Term of loan 5 years
Interest rate of new debt 4.27% (taken equal to cost of
Financing fees 5.319725 Assumed 1% of the de
Annual financing fees amortizati 1.063945

5689.79846153846
-22.71522575 Synergies
-122.72202 Operational Synergies
-78.23125 Financial Synergies
-1.063945 Total Synergies
600
6065.06602078846 Asset Write ups
Book Value of Current Assets 2499.66
4730.751496215 Book value of non current assets 1586.25
1055.17774012964 Assumed Write off for NCAs 158.625
Assumed Write off for CAs 374.949
4.48336930954758 Book Value of Target Writeoff Assets 533.574
4.29 Fair Market Value of Target Assets 4698.797
0.193369309547577 Asset write up 613.6101
4.51% Useful Life 5 Years
Incremental D&A expense 122.722
60% 80%
Deal Fees(Advisory) 78.23125
2.5% of the entire Deal Value
(taken equal to cost of debt)
Assumed 1% of the debt financecharged by the bankers

Assumed 15 percent price hike

 Rough work
Vestas

million Vestas Nordex

Share Price 33.94 15.37

Total shares(mn) 1010 125.17
Market cap Equity 34279.4 1923.863
Free floating
Book ValueTotal Equity 5514 679.42
Total Debt 1479 683.42
Cash and Eq 3063 501.5

D/E 0.27 1.01

Debt to Capital percenta 21.15% 50.15%
© Corporate Finance Institute. All rights reserved.
Financial Synergy Valuation Vestas Wind Systems Nordex Combined

Inputs
Risk-Free Rate 1.870%
Risk Premium 4.720%

Beta 1.14 1.50 1.17

Pre-tax Cost of Debt 4.3% 4.0% 4.2%

Tax rate 22.0% 35.0% 23.6%
Debt/Capital ratio 21.2% 50.2% 24.6%

Revenues 800.3 200.0 1,000.3

EBIT 86.6 40.0 126.6

Pre-tax return on capital 8.3% 5.0% 7.9%

Reinvestment Rate 75.0% 75.0% 75.0%
Length of growth period 5 5 5

Output
Cost of Equity 7.1% 22.6% 7.4%
After-tax cost of debt 3.3% 2.6% 3.2%
Cost of capital 6.7% 13.7% 6.4%
aswee3
After-tax return on capital 6.5% 3.3% 6.1%
Reinvestment rate 75.0% 75.0% 75.0%
Expected growth rate 4.9% 2.4% 4.5%

Value of firm
PV of FCFF in high growth 80 24 115
Terminal value 1,299 218 1,930
Enterprise value 1,018 139 1,531

Value of Synergies
Value of firms (standalone) 1,157.5
Value of firms (combined) 1,531.3
Value of synergy 373.8
Offerings

Future cash 3504.59

Current cash 501.50
Debt -683.42
Working Paper for Case Ambuja Cements and Holcim India Merger

I Justification of Purchase Price of Holcim (India) Pvt. Ltd.'s (HIPL) by Ambuja Cements Ltd. (ACL)

Proportion

1 HIPL's Total No. of Shares (Page 2, Paragraph 3)

2 Shares of HIPL Purchased by ACL 24.00%
3 Value paid for 24% Shares
4 Value of 100% shares of HIPL

5 Market price ACL's share day before announcement on 24.7.13

(Page -1 paragraph 2)

6 Swapping Ratio at which the deal was done - 10 Shares of ACL for 13.5135%
every 74 shares of HIPL (10/74 = 13.5135%)
7 Therefore equivalent value if HIPL' shares in lieu of ACL's Shares
8 Justifications of price considered for the deal vis-à-vis
Price as per average of third party valuations of ACL's shares
8a ACL - BSR & Associates (EY) (Weighted Price of Exhibit 5)
ACL - PwC (Weighted Price of Exhibit 5)
Average
Market Price ACL considered was higher than third party valuation
Conclusion: All three prices were not influenced by Management of Holcim Group

8b HIPL - BSR & Associates (EY) (Exhibit 5)

HIPL - PwC (Exhibit 5)
Average
Price considered for the cash transaction (Sl. No. 3 above)

II Holding of Holcim Group in ACL post settlement of Deal

Proportion
1 Total Shares of Acquiree and Acquirer
2 Shares of ACL held by HIPL when the deal was announced 9.76%

3 No. of HIPL's shares bought by ACL at Rs. 35.00 Crore 24.00%

4 Balance Shares of HIPL to be settled by ACL through issuing 76.00%
shares to Holcim at a swapping ratio of 10:74
 5 Swapping ratio to be applied by ACL for acquiring balance shares 13.5135%
6 New Shares of ACL to be issued to Holcim by ACL to acquire HIPL
7 Shares held by Holcim in ACL through a Mauritian Co. before the 40.79%
deal was announced (Exhibit - 4)
9 Total shares of ACL held by Holcim post settlement of deal
10 Shares of ACL held by HIPL to be cancelled as a part of closure of
the deal because HIPL has fully been taken over by ACL and ACL
cannot hold its own shares (As in II.2 above)
11 Total number of shares of ACL post settlement of the Deal (1+6+10)

12 Percentage of holding of Holcim Group in ACL post settlement

Conclusion: Hence Holcim group will not loose control of ACL post completion of the deal.
by Ambuja Cements Ltd. (ACL)

No. of Shares Price / Rate Total Value

Rs. Rs.
5,690,385,095
1,365,692,423
25.63 35,000,000,000
25.63 145,833,333,333

191.20

25.84

188.68
188.75
188.72
191.20 No of Shares
olcim Group Value per share of HIPL per 10
ACL Sh. of ACC
to be issued.
25.60 13.568% Rs. 188.68 73.703125
25.71 13.621% Rs. 188.75 73.41501361
25.655 13.595% Rs. 188.72 73.55876048
25.63 13.418% Rs. 191.20 74.52738258
Average
Actual shares issued

HIPL (Acquiree) ACL (Acquirer) Holcim

5,690,385,095 1,543,763,286
150,671,297

1,365,692,423
4,324,692,672
 584,417,929 584,417,929
629,701,044

1,214,118,973
-150,671,297

1,977,509,918

61.396%
mpletion of the deal. Predeal 50.550%
No. of Shares to
be issued to
Holcim
58,677,195
58,907,469
58,792,354
58,028,238
58,601,314
584,417,929 Lowest