Acquisition
Inchcape PLC
24 April 2008
INCHCAPE EXPANDS FURTHER IN HIGH GROWTH RUSSIAN MARKET
Highlights
• Acquisition of Musa Motors Group, one of Russia's largest car retailing
groups, based in Moscow
• Provides Inchcape with a significant scale position in Moscow with 16
sites with key global OEM brand partners
• Earnings enhancing in 2008
• Complements existing Russian operations and provides platform for
further growth
• 2009 combined Russian revenue expected to reach £1bn.
• Delivering on our Emerging Markets strategy
Summary
Inchcape plc ('Inchcape' or the 'Group'), the world's leading car retailer,
today announces its acquisition of an initial 75.1 per cent. shareholding in
Musa Motors Group ('Musa Motors Group' or 'Musa Motors'), a top ten car retailer
in Russia and a top 3 retailer of premium brands with a strong customer focus.
Its portfolio includes BMW, MINI, Jaguar, Land Rover, Volvo, Chrysler, Jeep,
Dodge, Rolls-Royce and Renault. The initial consideration is $200.0m (£100.3m)
for 75.1 per cent., with additional potential consideration payable based on
Musa Motors performance in 2008, which will be funded from the Group's existing
financial resources. This transaction, once completed, will significantly
increase the scale of Inchcape's Russian operations and provide a strong
platform for the Group's growth strategy in Russia.
Musa Motors Group
Musa Motors is headquartered in Moscow and has operated in Russia since 1992.
During 2007, Musa Motors sold 13,281 cars. In the first quarter of 2008, Musa
Motors sold 3,222 cars, a 52.8 per cent. increase over the same period in 2007.
Musa Motors is one of a limited number of scale operators in Russia focused on
premium brands. It operates 16 franchised retail centres for the following
brands: BMW, MINI, Jaguar, Land Rover, Volvo, Chrysler, Jeep, Dodge, Rolls-Royce
and Renault. These retail centres are primarily located in Moscow and the
surrounding Moscow region, together with a Rolls-Royce showroom in St
Petersburg. Over the next three years, Musa Motors expects to open a further 4
retail centres in Moscow for existing and new OEM partners and relocate 4 retail
centres to larger new facilities. This will result in Inchcape having 21 retail
centres in Moscow, which includes Inchcape's existing joint venture agreement
with the Independence Group of Companies to retail Toyota.
Inchcape and Musa Motor's management team will drive forward the planned
developments of new retail centres and build further on Musa Motors' successful
operations. Musa Motors has an experienced operational management team who will
remain with the business. Its operations trade under the brands Borishof (BMW,
MINI and Rolls-Royce) and Musa Motors (other brands). The retail centres provide
a full range of services, including retail of new and used cars, aftersales and
sales of finance and insurance products.
In line with Inchcape's strategy of building a scale position in Russia, the
acquisition significantly increases its presence in Moscow and provides a
platform from which the Group expects to expand into the regions outside St
Petersburg and Moscow. Russia's car market is the largest in Central and Eastern
Europe and is experiencing rapid growth. According to Avtostat, brands sold by
Musa Motors experienced average growth of 50 per cent. in the year ended 31
December 2007.
Musa Motors financial record and expected financial effects for Inchcape
In the year ended 31 December 2007, Musa Motors' turnover and EBIT were $597.4
million (£297.4m) and $23.1 million (£11.5m), respectively (see note 1).
Inchcape expects that the transaction will be earnings enhancing (before one-off
costs and amortisation of goodwill on intangible assets) in the year ending 31
December 2008 and thereafter. The acquisition is expected to satisfy the Group's
internal rate of return criteria for its investments in emerging markets (see
Note 3).
Summary terms of the acquisition agreement
The consideration for Inchcape's 75.1 per cent. shareholding will be based on an
enterprise value calculated as a multiple of audited EBIT for the year ending 31
December 2008. A down payment of $200.0m (£100.3m) will be made upon completion
of the transaction, with the balance of the consideration (net of any debt
within Musa Motors) due on completion of the audit of Musa Motors' 2008
accounts. The total consideration for the acquisition of the 75.1 per cent
shareholding is subject to a cap of US$450.0m (£225.7m). Completion of the
acquisition is subject to approval of regulatory authorities in Russia and is
expected to occur in the second half of 2008. Inchcape will acquire the
remaining 24.9 per cent. shareholding based on an enterprise value calculated as
a multiple of audited EBIT for the year ending 31 December 2010, following
completion of the audit of Musa Motors' 2010 accounts. The acquisition of the
remaining 24.9 per cent shareholding is subject to a cap of US$250.0m (£125.4m).
All consideration payable by Inchcape will be in cash and funded from the
Group's existing financial resources.
Dresdner Kleinwort advised Inchcape on this transaction. Troika Dialog advised
the selling shareholders of Musa Motors Group.
Andre Lacroix, Group Chief Executive of Inchcape, commented:
'This is a significant step in the development of our operations in Russia,
giving us the opportunity to operate a scale business in this fast growing
market, with many of our key OEM brand partners. This acquisition positions
Inchcape with one of the best and most modern networks of premium brands in
Moscow, and we expect our combined revenues in Russia to reach £1bn in 2009.
The transaction, which is in-line with our strategy of expansion in Emerging
Markets, together with our existing businesses in St Petersburg, provides us
with a strong springboard for regional roll-out in Russia. We will leverage our
strong local management and market understanding, our global OEM relationships
and our unique global retail model.
The Group retains significant capacity to make further acquisitions in
international markets.'
For further information, please contact:
Group Communications, Inchcape plc
+44 (0) 20 7546 0022
Investor Relations, Inchcape plc
+44 (0) 20 7546 8432
Financial Dynamics (Jonathon Brill/Billy Clegg)
+44 (0) 20 7831 3113
NOTES TO EDITORS
Inchcape plc
Inchcape plc is the leading independent, international automotive retailer, with
scale operations in Australia, Belgium, Greece, Hong Kong, Singapore and the UK.
The Group also has operations in a number of other markets, including Eastern
Europe, the Baltics, China, Russia and South America. In addition to growing its
core businesses, Inchcape is looking to develop scale operations in new and
emerging regions. It represents leading automotive brands and operates either a
retail, or a vertically integrated retail model (i.e. exclusive distribution and
retail), depending on the market. Inchcape's current key manufacturer partners
are Toyota/Lexus, Subaru, BMW, Mazda, Mercedes-Benz, Volkswagen, Audi and Honda.
For further information, visit us at www.inchcape.com
1. In the year ended 31 December 2007, the Musa Motors Group had unaudited
turnover of US$597.4m (£297.4m), earnings before interest and tax (EBIT) of
US$23.1m (£11.5m) and profit before tax of US$20.8m (£10.3m). As at 31
December 2007, the Musa Motors Group had unaudited gross assets of US$138.7m
(£69.8m). This financial information has been extracted from the Musa Motors
Group management accounts and adjusted for certain non-recurring and
normalisation items.
2. Under the agreed terms of the acquisition, a new company will be established,
75.1 per cent. owned by Inchcape, to acquire the Russian companies
comprising Musa Motors Group from their existing shareholders Broadzone Ltd,
Bradholm Networks Ltd, Harnley Experts Ltd and Brightport Merchants Ltd.
3. This statement should not be taken to mean that future earnings per share of
Inchcape following the acquisition will necessarily match or exceed historic
earnings per share and no forecast is intended or implied.
4. Certain statements made in this announcement are forward-looking statements.
Such statements are based on current expectations, and by their nature, are
subject to a number of risks and uncertainties that could cause actual
results and performance to differ materially from any expected future
results or performance expressed or implied by the forward-looking
statement. The information does not assume any responsibility or obligation
to update publicly or revise any of the forward-looking statements contained
herein.
Dresdner Kleinwort Limited, which is authorised and regulated by the Financial
Services Authority, is acting for Inchcape and for no-one else in connection
with the transaction and will not be responsible to anyone other than Inchcape
for providing the protections afforded to clients of Dresdner Kleinwort Limited
nor for affording advice in relation to the transaction or any other matter
referred to in this announcement.
This information is provided by RNS
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