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Institute of Chartered Accountants in Ireland, October 20071
Institute of Chartered
Accountants in Ireland
CRH
Acquisition Success
Myles Lee
Finance Director
CRH plc
October 2007
Institute of Chartered Accountants in Ireland, October 20072
CRH OriginsCRH Origins
1970 merger of Cement & Roadstone formed Cement Roadstone Holdings, later CRH
Rapid Irish growth in 1970s but CRH a big fish in small pond – 95% of business in Ireland
Experienced and ambitious management team with strong cash flow to deploy
Strategy evolved - invest at home to be the low cost producer; grow by acquisition o/seas
In late 1970s – began to actively seek opportunities outside Ireland
Institute of Chartered Accountants in Ireland, October 20073
CRH GrowthCRH Growth
1970s €26m€26m €43m16 acqs
€43m16 acqs €325m €325m 62 : 33 : 562 : 33 : 5
SalesAcquisition
ActivitySales
% Balance*IRL:Europe:US
* Basis: Sales # 2000 – H1’2007
1980s €325m€325m €440m49 acqs
€440m49 acqs €1.3Bn€1.3Bn 19 : 64 : 1719 : 64 : 17
1990s €1.3Bn€1.3Bn €3.8Bn189 acqs
€3.8Bn189 acqs €6.7Bn€6.7Bn 9 : 36 : 559 : 36 : 55
2000s €6.7Bn€6.7Bn €10.9Bn#
402 acqs
€10.9Bn#
402 acqs Now €20Bn+Now €20Bn+ 7 : 41 : 527 : 41 : 52
M&A part of CRH DNAM&A part of CRH DNA
Institute of Chartered Accountants in Ireland, October 20074
0
10,000
20,000
30,000
40,000
50,000
60,000
70,000
1970 1974 1978 1982 1986 1990 1994 1998 2002 2006
Delivering Superior Performance ….Delivering Superior Performance ….
Growth Index: 1989 = 100
PBT+20%
EPS+17%
DPS+12%
20% CAGR in Total Shareholder Return since 197020% CAGR in Total Shareholder Return since 1970
Institute of Chartered Accountants in Ireland, October 20075
International Building Materials Group; Market Cap c.€14bn; Top 6 in sector
Now in 30 countries; 3 continents; 3,300+ locations; 80,000+ people
Annualised Sales over €20bn focussed on three core businesses
Primary materials
Value-added building products
Building materials distribution
Evenly balanced across geographies, products and sector end-use
Listed Dublin (CRH.I), London (CRH.L), NYSE (CRH); Eurotop 300 stock
CRH TodayCRH Today
Institute of Chartered Accountants in Ireland, October 20076
Three Core Businesses – Three Core Businesses – Focused DiversityFocused Diversity
2006 Sales €7.7Bn
Cement/RMC/Concrete Products 31%
Aggregates/Asphalt 36%
Contracting Revenues 33%
Primary Materials
2006 Sales €4.2Bn
B Merchants - Europe 47%
DIY - Europe 19%
Specialist Dist - US 34%
Distribution
2006 Sales €6.8BnConcrete Products 60%Clay Products 9%Glass Fabrication 9%Insulation 6%Const Accessories 6%Building Envelope 10%
Building Products
Institute of Chartered Accountants in Ireland, October 20077
Geographic PresenceGeographic Presence
Broadly 50/50 balance between Americas & EuropeBroadly 50/50 balance between Americas & Europe
30 Countries
All 50 US States
30 Countries
All 50 US States
Institute of Chartered Accountants in Ireland, October 20078
DevelopmenDevelopmen
tt
StrategyStrategy
DevelopmenDevelopmen
tt
StrategyStrategy
Institute of Chartered Accountants in Ireland, October 20079
Clear StrategyClear Strategy
Stick to core businesses in building materials - but broad
Invest at “home”; be the low cost market leader
Develop “overseas”; create platforms for future growth
Generally mid-sized deals with some larger transactions
Negotiate deals that meet sellers needs ... and our needs
Rigorous approach to evaluation, approval and review
Objective is to maintain and develop a balanced portfolio
All underpinned by strong governance, prudent financing, transparent reporting
Twin imperatives ... performance and growthTwin imperatives ... performance and growth
Institute of Chartered Accountants in Ireland, October 200710
Development TeamsDevelopment Teams
Multiple development teams embedded within existing operating units
Each team has a mix of professional skills and operational experience
Reporting to and directed by long-serving senior line managers
Responsible for identifying, evaluating, concluding and integrating opportunities
“Living with the consequences” drives rigorous evaluation
Central HQ-based team targets new regional and product opportunities
Institute of Chartered Accountants in Ireland, October 200711
Devolved process - but rigorous and controlledDevolved process - but rigorous and controlled
Acquisition ApproachAcquisition Approach
Integration• Approach tailor-made for each deal
• Implement CRH MIS, reporting, budgeting, cash and capex controls
• Transition to CRH Best Practice
• And then pursue growth plans
Integration• Approach tailor-made for each deal
• Implement CRH MIS, reporting, budgeting, cash and capex controls
• Transition to CRH Best Practice
• And then pursue growth plans
Evaluation• Rigorous qualitative operational review process and due diligence
• Evaluation based on prudent margin, cash flow, term value assumptions
• Strict Board approval process, with subsequent 3 year look back
Evaluation• Rigorous qualitative operational review process and due diligence
• Evaluation based on prudent margin, cash flow, term value assumptions
• Strict Board approval process, with subsequent 3 year look back
Courtship/negotiation• Patient approach recognising evolving owner circumstances
• Deals tailored to meet varying owner (and our) needs
• Upfront clarity with regard to post-acquisition priorities
Courtship/negotiation• Patient approach recognising evolving owner circumstances
• Deals tailored to meet varying owner (and our) needs
• Upfront clarity with regard to post-acquisition priorities
Identifying deals• Ongoing contact with extensive 25 year+ target database
• Each deal done opens doors to further opportunities
• CRH scale ensures access to all larger industry transactions
Identifying deals• Ongoing contact with extensive 25 year+ target database
• Each deal done opens doors to further opportunities
• CRH scale ensures access to all larger industry transactions
Institute of Chartered Accountants in Ireland, October 200712
Acquisition Process - Key GuidelinesAcquisition Process - Key Guidelines
Seek well managed businesses with good market positions
Maintain continuity of contact with potential targets
Communicate upfront CRH post-acquisition objectives
Set realistic timeframe and targets – no blue skies
Maintain control of process and advisers
…….Always remember #1 priority is to create shareholder value …….
……. Post acquisition - Above all don’t make it worse …….……. Post acquisition - Above all don’t make it worse …….
Institute of Chartered Accountants in Ireland, October 200713
Americas MaterialsAmericas Materials
Strategy in ActionStrategy in Action
Americas MaterialsAmericas Materials
Strategy in ActionStrategy in Action
Institute of Chartered Accountants in Ireland, October 200714
Americas Materials – Growth StoryAmericas Materials – Growth Story
First US acquisition in 1978 in concrete products in Western states
Though US aggregates/asphalt sectors a natural focus given Irish expertise
Took till 1985 to find a suitable entry point with acquisition of Callanan
Significant position in Albany region of Upstate NY, sales US$77m
Production of 2m tons aggregates with 289 employees
Institute of Chartered Accountants in Ireland, October 200715
Americas Materials – 20 Years of GrowthAmericas Materials – 20 Years of Growth
Development Spend, Sales
0
125
250
375
500
625
750
875
1,000
1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005
Dev SpendUS $M
0
500
1000
1500
2000
2500
3000
3500
4000
Sales US$M
Mt HopeNJ
TilconNew England
NY/NJ
Thompson McCullyMichigan
ShellyOhio
US AggregatesWest/Central
MountainCompaniesKentucky
# of# ofDeals 1 1Deals 1 1 00 11 00 00 00 11 22 44 66 66 44 88 1515 1717 1616 2020 1100 1212 1313
CallananNY
SE JohnsonOhio/Michigan
1985 – 2005: 137 acquisitions at a cost of US$4.3Bn1985 – 2005: 137 acquisitions at a cost of US$4.3Bn
Institute of Chartered Accountants in Ireland, October 200716
NY / NJ$0.7 Bn Sales
Since 1985
NY / NJ$0.7 Bn Sales
Since 1985
New England$0.6 Bn Sales
Since 1988
New England$0.6 Bn Sales
Since 1988
NY / NJ$0.7 Bn Sales
Since 1985
NY / NJ$0.7 Bn Sales
Since 1985
Central$1.2 Bn Sales
Since 1993
Central$1.2 Bn Sales
Since 1993
NY / NJ$0.7 Bn Sales
Since 1985
NY / NJ$0.7 Bn Sales
Since 1985
New England$0.6 Bn Sales
Since 1988
New England$0.6 Bn Sales
Since 1988
West$1.4 Bn Sales
Since 1995
West$1.4 Bn Sales
Since 1995
Central$1.2 Bn Sales
Since 1993
Central$1.2 Bn Sales
Since 1993
NY / NJ$0.7 Bn Sales
Since 1985
NY / NJ$0.7 Bn Sales
Since 1985
New England$0.6 Bn Sales
Since 1988
New England$0.6 Bn Sales
Since 1988
Americas Materials – End-2005Americas Materials – End-2005
Sales $3.9Bn from 4 regional divisions; strong market shares and aggs reserves
Vertically integrated; highway construction activities as an outlet for aggs/asphalt
New England$0.6 Bn Sales
Since 1988
New England$0.6 Bn Sales
Since 1988
NY / NJ$0.7 Bn Sales
Since 1985
NY / NJ$0.7 Bn Sales
Since 1985
Central$1.2 Bn Sales
Since 1993
Central$1.2 Bn Sales
Since 1993
West$1.4 Bn Sales
Since 1995
West$1.4 Bn Sales
Since 1995
2005 Volumes
Aggs 147mt
Asphalt 37mt
RMC 6.5m m3
2005 Volumes
Aggs 147mt
Asphalt 37mt
RMC 6.5m m3
Institute of Chartered Accountants in Ireland, October 200717
Americas Materials – APAC OpportunityAmericas Materials – APAC Opportunity
APAC was a division of Ashland Inc, primarily focussed on chemical sector
Ashland commenced a silent auction process in late ’05 / early ’06
We engaged and signed a exclusivity agreement in mid-June 2006
Then mobilised CRH resources and undertook extensive due diligence
Concluding CRH’s largest ever acquisition by end-August 2006
Institute of Chartered Accountants in Ireland, October 200718
At Acquisition Net of Disposals
Consideration $1.3 billion $1.1 billion
Sales (LTM June 2006) $2.9 billion $2.4 billion
EBITDA (LTM June 2006) $220 million $190 million
APAC – New Americas Materials PlatformAPAC – New Americas Materials Platform
Major expansion into midwestern and southern US states
Significantly increased US aggregates and asphalt positions
Substantial scope for administrative, operational and purchasing synergies
With selective disposals to increase the materials focus …
… and aggregates/other downstream acquisitions over time
Institute of Chartered Accountants in Ireland, October 200719
New England$0.6 Bn Sales
Since 1988
New England$0.6 Bn Sales
Since 1988
NY / NJ$0.7 Bn Sales
Since 1985
NY / NJ$0.7 Bn Sales
Since 1985
Central$1.2 Bn Sales
Since 1993
Central$1.2 Bn Sales
Since 1993
West$1.4 Bn Sales
Since 1995
West$1.4 Bn Sales
Since 1995
Americas Materials – End-2006Americas Materials – End-2006
Annualised sales now c.$7Bn across 5 regional divisions
1985 to 2006 – 157 deals at a combined cost of $5.7Bn
New England$0.6 Bn Sales
Since 1988
New England$0.6 Bn Sales
Since 1988
NY / NJ$0.7 Bn Sales
Since 1985
NY / NJ$0.7 Bn Sales
Since 1985
Central$1.2 Bn Sales
Since 1993
Central$1.2 Bn Sales
Since 1993
West$1.4 Bn Sales
Since 1995
West$1.4 Bn Sales
Since 1995
‘05 Vols + APAC
Aggs 176mt
Asphalt 65mt
RMC 7.3m m3
‘05 Vols + APAC
Aggs 176mt
Asphalt 65mt
RMC 7.3m m3
APAC$2.4 Bn Sales
Since 2006
APAC$2.4 Bn Sales
Since 2006
New England$0.6 Bn Sales
Since 1988
New England$0.6 Bn Sales
Since 1988
NY / NJ$0.7 Bn Sales
Since 1985
NY / NJ$0.7 Bn Sales
Since 1985
Central$1.2 Bn Sales
Since 1993
Central$1.2 Bn Sales
Since 1993
West$1.4 Bn Sales
Since 1995
West$1.4 Bn Sales
Since 1995
Institute of Chartered Accountants in Ireland, October 200720
2006 Development Spend2006 Development Spend
APAC just one element of a record €2.1Bn 2006 development spend
Also completed 68 other deals across CRH operations
€Bn Europe Americas Total
Materials 0.1 0.2 0.3
Products 0.3 0.4 0.7
Distribution 0.1 0.1 0.2
Total 0.5 0.7 1.2
Institute of Chartered Accountants in Ireland, October 200721
H1 2007 Development SpendH1 2007 Development Spend
Further €1Bn spend on 35 transactions in H1 2007 across CRH operations
€Bn Europe Americas Total
Materials 0.2 <0.1 0.3
Products 0.1 0.2 0.3
Distribution 0.4 <0.1 0.4
Total 0.7 0.3 1.0
And c.€0.3Bn announced to-date H2’2007 for 4 Americas Materials businesses
Institute of Chartered Accountants in Ireland, October 200722
Going ForwardGoing ForwardGoing ForwardGoing Forward
Institute of Chartered Accountants in Ireland, October 200723
Acquisitions Market TodayAcquisitions Market Today
Recent trends and challenges
Large Industry transactions and Private Equity interest in sector …
… drove higher acquisition multiples over recent years, however, …
… M&A appetites and multiples have cooled with recent market turbulence
CRH Going Forward
Changing market backdrop likely to lead to increased opportunities
Still lots to achieve in our existing markets and products …
… plus opportunities in developing regions
Institute of Chartered Accountants in Ireland, October 200724
OverallOverall
Sustained focus on operational performance is the foundation for growth
CRH Development Strategy continues to evolve and deliver …..
…. our clear and consistent strategic vision ….
“to be a leading international
building materials group
delivering superior
performance and growthperformance and growth”
Institute of Chartered Accountants in Ireland, October 200725
Institute of Chartered
Accountants in Ireland
CRH
Acquisition Success
Myles Lee
Finance Director
CRH plc
October 2007