Presentation to investors ACQUISITION OF Şenocak Holding A.S., controlling stockholder of Klimasan (Klimasan Klima Sanayi ve Ticaret Anonim Şirketi) January 2007
Acquisition of Senocak Summary On December 26, 2007 we announced the contract to acquire the control of Senocak Holding A.S., a leader in the European commercial refrigeration market The Senocak group of companies is long-established in the European commercial refrigeration market operating since 1915. Acquisition of the Senocak group is an important development in the consolidation of this market worldwide. It also gives Metalfrio an outstanding position in Europe. The transaction involves 71.0% of Senocak Holding A.S., which directly and indirectly holds controlling positions in four other commercial refrigeration companies in Russia, Ukraine and Turkey, including 61.0% of the capital of Klimasan. Additionally, we acquired 19.5% of the capital of Klimasan directly by trading on the Istanbul stock exchange. The price negotiated for acquisition of 71.0% of the capital of Senocak Holding is EUR 32.66 million (approx. US$47.0 million 1 ). The price of acquisition of the additional 19.5% of the share capital of Klimasan was US$14.3 million. The share purchase agreement also provides an option for acquisition of the remaining 29.0% of the capital of Senocak Holding within 3 years, subject to certain conditions. The option price negotiated brings the price for 100.0% of Senocak Holding to EUR 46.0 million (approx. US$66.2 million 1 ). The estimated implied acquisition multiple Enterprise Value 2 / 2008 expected EBITDA (see page 10 for more details) considering the total value of the Senocak group is 9.3x. Senocak: operational highlights (consolidated) 2006 Sep. 07 Employees (end of period) 845 621 Production capacity 300,000 300,000 Plant built area (thousand m 2 ) 30.9 30.9 Senocak: financial highlights (consolidated) US$ 000 2006 9M 07 2008E Units sold 198.9 163.9 200.3 Net revenue 78.4 88.4 104.2 Gross profit 16.2 17.0 23.0 Gross margin 20.6% 19.3% 22.1% EBITDA 10.8 9.6 13.3 EBITDA margin 13.8% 10.8% 12.8% (1) At exchange rate of December 26, 2007: EUR/USD 1.4402. (2) Enterprise Value defined as amount paid for 100% of the registered capital of the company, plus net debt. 1
Organizational structure Company of the group Description Klimasan Şenocak Refrigeration Turkish company manufacturing and selling commercial refrigeration equipment. Present plant is in Izmir. A new plant is under construction in Manisa. Turkish company operating sales and technical assistance of Klimasan products. Also operates in importation of products for sale in the Turkish market. Klimasan Ukraine Company headquartered in Ukraine to sell Klimasan products in that country. Klimasan Russia Company headquartered in Russia to sell Klimasan products in that country. Other, non-material, investments Senocak has four other stockholding interests: Senocak Marmara Sogutma Tic. ve Paz. A.S. (66.00%); Asad Enerji A.S. (1.00%); Ege Sanayicileri Holding A.S. (0.80%); and Ataer Enerji (0.01%). Şenocak Holding A.Ş. ( Şenocak ) 61,01% 44,46% 100.00% 90.00% Klimasan Klima Sanayi ve Ticaret Anonim Şirketi ( Klimasan ) 45.00% Şenocak Sogutma Sistemleri Tic. ve San. A.S. ( Şenocak Refrigeration ) Klimasan Ukraine LLC ( Şenocak Ukraine ) Klimasan LLC ( Klimasan Russia ) Non-material interests, in Turkey Klimasan s total holding (direct + indirect) = 89.46% 1. Senocak Marmara Sogutma Tic. ve Paz. A.S. (66.00%); Asad Enerji A.S. (1.00%); Ege Sanayicileri Holding A.S. (0.80%); Ataer Enerji (0.01%). (1) The transaction includes transfer of the remaining 10.54% to Şenocak, resulting in acquisition of 100.0% of Senocak Refrigeration. 2
Geographical position Firmly-established position in Eastern Europe is complementary to Metalfrio s position in Europe Geographical position Highlights Russia Klimasan has industrial units in Izmir and in Manisa, close to one of Turkey s key ports (in Izmir). Senocak Holding has an office in Istanbul. The Ukraine company is the base for sales to the countries of Eastern Europe. The Russian company facilitates sales in the Russian market and the former USSR countries. Moscow Kyiv Ukraine The Izmir plant Istanbul Manisa Izmir Turkey Sales showroom 3
Industrial facilities Klimasan has a plant at Izmir and is completing a new plant at Manisa Klimasan has had the plant at Izmir since 1992. It has capacity to produce 300,000 units / year. A new industrial unit is being built at Manisa. The first phase has been completed and the second will be completed in 2008, increasing capacity to around 400,000 units / year. State-of-the-art production equipment. Industrial operations are ISO 9000 certified. Close to Izmir port, one of Turkey s most important one. Plant at Izmir New plant at Manisa 4
Portfolio of products Products well positioned in the market portfolio is complementary to Metalfrio s Upright freezers Horizontal freezers Special lines Klimasan s portfolio of products Parallel with Metalfrio s products Basic line of upright products is well positioned in the markets where Klimasan operates. Open coolers (no-door technology) developed. Equipment well positioned to serve ice cream industry. Wave technology not developed. Variety of special products include check-out coolers, over-thecounter coolers and specialized ice-cream shop freezers. Bridal veil technology not developed. 5
Sales synergy Metalfrio and Senocak have complementary sales in various parts of Europe Main countries of operation 1. UK 2. France 3. Czech Republic 4. Denmark 5. Norway 6. Sweden 7. Finland 8. Poland 9. Russia 10. Turkey 11. Estonia 12. Latvia 13. Lithuania 14. Ukraine 15. Croatia 16. Azerbaijan 1 5 4 6 12 13 7 11 9 8 2 3 14 15 16 10 6
Rationale of the acquisition Consolidate our presence in Eastern Europe. Addition of management team with global-level engineering and market know-how. Leading market position in Turkey, the Middle East and former USSR countries. Geography is complementary; so are clients. Industrial synergy and reduction of administrative expenses in the Turkish operation. Product portfolio and technologies are also complementary. Improvement in consolidated margins. 7
Stockholding structure of Senocak and Klimasan after the transaction Potential acquisition of 71.0% of Senocak (SPA) and 19.5% of Klimasan (on the Istanbul stock exchange) would give Metalfrio a total stake of 62.8% in Klimasan Proposed stockholding structure of Senocak % of Shares capital Metalfrio Solutions 1,065,000,000 71.0% Senocak remaining shareholders 435,000,000 29.0% Total shares in Şenocak Holding A.Ş. 1,500,000,000 100.0% Potential acquisition of 71.0% in Senocak Holding gives us control of all the material subsidiaries. The 71.0% of Senocak gives us an indirect stake of 43.3% in Klimasan. With the added 19.5% direct stake in Klimasan, we would have a total interest of 62.8% in Klimasan. Stockholding structure of Klimasan Stockholding structure of Klimasan (chart) Şenocak Holding A.Ş. Shares % of capital Class A, B and C shares 9,151,154 61.0% Share held by Şenocak Holding A.Ş. 9,151,154 61.0% Shares in the market (Class D) Metalfrio Solutions 2,927,883 19.5% Members of the Şenocak family 786,006 5.2% Free float 2,134,957 14.2% Total shares in the market 5,848,846 39.0% Total shares of Klimasan 15,000,000 100.0% 8
Acquisition price Amounts involved in the transaction, in US$ million Purchase of 71.0% of Senocak Holding * There may be differences due to rounding. Purchase of 19.5% of Klimasan on the Istanbul stock exchange Total for the transaction * There may be differences due to rounding. The price agreed for 71% of Senocak was EUR32.66 mn (approx. US$47.0 mn 1 ). Klimasan s net debt on September 30, 2007 was US$26.6 mn 2. Proportional consolidation (61.0%) gives net debt of US$16.3 mn. Net debt of the other companies of the group at the end of September 2007 was US$3.9 mn 2. Hence the net debt of Senocak on September 30, 2007, based on proportional consolidation of Klimasan, is US$20.1 mn. This results in US$14.3 mn for 71.0% of Senocak s net debt. Additionally, we acquired19.5% of the shares of Klimasan for a total price US$14.3 mn. Considering the net debt of 19.5% of Klimasan, i.e. US$5.2 mn, on September 30, 2007, gives an implied value for the acquisition of US$19.5 mn for this holding acquired in the market. (1) Exchange rate (USD/EUR) of 1.4402 on December 26, 2007. (2) Exchange rate (YTL/USD) of 1.048 on September 30, 2007. (3) Exchange rate (USD/EUR) of 1.47 estimated for 2008. 9
Acquisition price (continued) Valuation of the Senocak group, and the implicit acquisition multiple Value established for 100.0% of Senocak Holding Value of 39.0% of Klimasan on the Istanbul stock exchange Implied value of the Senocak group Implied multiple * Differences may occur due to rounding. * Differences may occur due to rounding. 2008E EV / EBITDA 9.3x The price established for the purchase of 100% of Senocak was EUR46.0 mn (approx. US$66.2 mn 1 ). Klimasan s net debt of September 30, 2007 was US$26.6 mn 2. indicating net debt of US$16.3 mn on the basis of 61.0% proportional consolidation. Total net debt of the other companies of the group on September 30, 2007 was US$3.9 mn 2. Hence the net debt of Senocak on September 30, based on proportional consolidation of Klimasan, was US$20.1 mn. Considering the 19.5% tranche of the capital of Klimasan acquired in the market, plus the potential acquisition of the remaining19.5% on the stock exchange for US$13.2 mn 3, gives implied value of US$27.6 mn for the 39.0% of the capital of Klimasan bought on the stock exchange. Considering the proportional net debt of US$10.4 mn, on September 30, 2007, relating to the 39.0% of the capital, gives implied value of US$38.0 mn for 39.0% of Klimasan. We estimate that the Senocak group will generate EBITDA of US$13.3 mn in 2008. This indicates Enterprise Value / EBITDA of 9.3x. (1) Exchange rate (USD/EUR) of 1.402 on December 26, 2007. (2) Exchange rate (YTL/USD) of 1.2048 on September 30, 2007. (3) Considering the stock market price of Klimasan of YTL 5.3/ share, and YTL/USD exchange rate of 1.17. (4) Exchange rate (USD/EUR) of 1.47 estimated for 2008. 10
Investor Relations Contact Luiz Eduardo Moreira Caio CEO and Investor Relations Officer Tel.: +55 (11) 6333-9001 ri@metalfrio.com.br 11