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Shareholders's letter - March 2008 |
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To the Shareholders,
The year 2007 signaled further growth in
Wendel's results, reflecting the quality
of its assets and the Group's capacity to
develop its subsidiaries and affiliates.
Net income, Group share, totaled
879 million euros. Net income from
subsidiarieswas 408million euros, up 13%.
All of the Group companies contributed
to the year's performance, with average
organic growth of 7%.
The year 2007 also marked a major step
forward in the Group's development.
First, Bureau Veritas's October 2007 IPO
was a success. Wendel remains the
controlling shareholder with 63% of the
capital. This represents a major stage in
the development of Bureau Veritas, which
aims to double its size in the next five
years. The IPO generated 1.2 billion euros
for Wendel.
In addition, Wendel invested in
Saint-Gobain in order to become its
principal shareholder.
Observing that throughout the year 2007
valuations of investments in unlisted
assets had become excessive, Wendel
decided, in its role as a long-term
professional shareholder, to acquire a
position as the principal shareholder of a
major listed company. By becoming
Saint-Gobain's largest shareholder with
more than 20% of the capital, Wendel
took a solid, long-term position in a
diversified group of great quality, the
world leader in the market for building materials and their distribution.Wendel is
convinced that in spite of a more difficult
economic environment, Saint-Gobain, like
Legrand recently or Bureau Veritas
12 years ago, has significant potential for
development, in particular in emerging
countries and in the segment of products
linked to energy conservation. The
objective is to support the strategy
implemented by Saint-Gobain's CEO and
to contribute to the achievement of the
company's projects while providing
shareholding stability.
Wendel is pleased to have determined
with Saint-Gobain the modalities of its
participation in the governance of the
group. These modalities acknowledge
that Wendel plays an active role in the
strategy and identification of areas in
which there is a potential for
improvement, and they enableWendel to
exercise its position as principal
shareholder with significant influence in
Shareholders' Meetings and on the
Board of Directors. Wendel will thus be
represented on the Board of Directors of
Saint-Gobain by three members of the
Board, the first two, Bernard Gautier and
myself, as of June 2008.
In addition, as members of the Strategic
Committee that was formed at its
request, Wendel can examine the
strategic plan and the potential for
improvement with a view to boost
development and create value. Lastly, a
Wendel member of the Board will sit on
the Appointments Committee.
Wendel began to acquire Saint-Gobain shares in
September 2007 at an average price of approximately
72 euros. With the market slowdown, amplified by the
negative opinion of the building sector, the
Saint-Gobain share price is now closer to 50 euros.
Wendel structured its financing in order to increase its
holding to a maximum of 21.5% of the capital of
Saint-Gobain, while optimizing its risk profile. For 21.5%
of the capital, the investment will be approximately
5.5 billion euros. Wendel invested 1.6 billion euros of its
own resources to finance the purchase of Saint-Gobain
shares and protection from a decline in the share price.
In line with its long-term strategy, Wendel also
arranged financing without recourse on Wendel in the
amount of 4.3 billion euros over a period of three to five
years, while ensuring the Group of a very high level of
liquidity.
At the same time, the Wendel Group continued to
develop as the Company's subsidiaries made
30 acquisitions in 2007 for a total of approximately
760 million euros. These acquisitions confirm the
leadership positions of the Group's subsidiaries and
bolster their future development, particularly in
emerging markets.
Although Wendel's share price was impacted by the
financial crisis, it has multiplied by three in the last five
years, while the CAC 40 index grew at a rate that was
two times less rapid over the same period.
Reflecting the growth in net income from subsidiaries,
which translates the good performance of all of the
Group's companies, Wendel will propose that the
Shareholders' Meeting of June 9 approve an ordinary
dividend of 2 euros.
Since the end of 2007, the economic situation in the
United States and to a lesser degree in Europe has
significantly worsened because of the financial crisis
provoked by the non-payment of American real estate
loans. This deterioration of the international financial
system created a climate of uncertainty that has not
spared Wendel. In an environment that is more
uncertain and more difficult, the diversification of our
subsidiaries, the dynamism of their marketing and
innovation policies, and the focused thrust of their
acquisition strategies are more than ever essential
advantages. We believe that our development model,
the quality of our assets and our strategy to renew and
diversify our holdings should allow us to achieve a new
year of growth in 2008.
I thank you for your confidence..
Jean-Bernard Lafonta Chairman of the Executive Board
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In 2007, Bureau Veritas
reported strong growth in
net sales (+12%) to
2,067 million euros.
Organic growth was
up +10%, reflecting
significant development
in the Marine, Industry, Government Services and
International Trade, Consumer Products and Certifications
divisions. Exchange rate fluctuations had a negative impact
of 3% on growth as the euro appreciated vis-à-vis other
major currencies.
Adjusted operating income was 312 million euros in 2007
(+16% over 2006). The adjusted operating margin stood
at 15.1%, after 14.5% in 2006.
In 2007, Bureau Veritas pursued its external growth and
confirmed its leadership in industry consolidation with the
acquisition of 16 companies representing annual net sales of
approximately 260 million euros. The acquisition of CCI
Holdings enabled Bureau Veritas to double its size in
Australia, and through the takeover of ECA, Bureau Veritas
acquired a position as a leader in Spain in inspection and
in-service verification, services to industry, certification and
the technical inspection of buildings. Altogether, acquisitions
in 2007 contributed 5% to the growth of Bureau Veritas.
Bureau Veritas, which has a portfolio of activities that are
diversified by business, market and geographic region, limits
its exposure to economic cycles. The year 2008 targets the
company's previously announced objectives to double net sales
by 2011 compared with 2006, on the basis of average organic
growth of 8%, acquisitions, a higher operating margin, and
annual average growth in net income of 15% to 20%.
Bureau Veritas considers that on the basis of the
consolidated entity at the end of December 2007 (excluding
acquisitions made in 2008) and on a constant foreign
exchange basis, the rise in net sales and adjusted operating
income in 2008 is expected to be 15% higher than in 2007.
The prospects for external growth are also very positive, and
Bureau Veritas announced at the beginning of February that
an agreement had been signed to acquire the Chilean leader
Cesmec (21.5 million euros in net sales in 2007).
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Legrand's performance
was excellent in 2007.
Net sales increased
significantly, up +10.5%
over 2006, to 4,129
million euros. Organic
growth was sustained at
+8.6%, and acquisitions contributed 3.6% of the group's
growth..
Recurring adjusted operating income increased by +14.4%
to 732 million euros. And net income rose significantly
from 2006, to 421 million euros in 2007.
A recurring factor in the group's development,
self-financed external growth again picked up speed in
2007. These very targeted acquisitions provide Legrand
with access to rapidly expanding markets in emerging
countries. Net sales in these countries increased by +18%
in 2007 on a constant consolidation and foreign exchange
basis, thereby contributing approximately 50% of the
group's organic growth and also augmenting the group's
exposure to service and industrial markets.
As a result of the strong growth in results and the control
of capital employed, free cash flow was up 21% in 2007 to
553 million euros, representing 13% of net sales, versus
6% in the past, reflecting the structural improvement in
Legrand's capacity to generate a highly significant level of
free cash flow on a recurring basis.
The performance reported in 2007 illustrates the
structural change in Legrand's economic model,
combining increased financial solidity and a tangible
acceleration in the pace of growth. For 2008, with the
economic slowdown and in the absence of major economic
developments in its markets, Legrand is confident in its
capacity to increase net sales by 7% to 9% excluding the
impact of foreign exchange fluctuations and after
accounting for acquisitions, and to achieve in the same
period an adjusted operating margin close to the one
reported in 2007.
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Growth picked up speed
in 2007 with a 16%
increase in net sales,
boosted by the dynamism and growing reputation of the company's sublingual
treatment, which expanded 21%. This positive development
concerned all markets and the principal vector was the
significant rise in the number of new patients, especially in
France and Germany.
This good volume of business generated operating income
before R&D of 49.1 million euros, up 19%, and operating
income of 25.3 million euros, up 9%. Net income, Group
share, totaled 16.3 million euros, representing a 12%
increase over 2006. These good results were achieved in a
context of a rapid hike in R&D (+32%) and marketing
expenses (+20%) linked to the tablet program. By
maintaining a comfortable margin of net profitability, the
company again generated a significantly positive free cash
flow of +6.5 million euros and reduced its net financial debt
by 14% to 10.4 million euros.
The R&D budget represented more than 16% of net sales. As
a precursor and a leader in under-the-tongue anti-allergy
treatments, Stallergènes spearheads an ambitious
development program designed to propose tablet treatment.
The tablet-based sublingual anti-allergy treatment Oralair®
comprises three products (grass pollen, birch pollen and
mites). It aims to treat the main allergies that affect
approximately two out of three patients in Europe. The
effectiveness and good tolerance level of Oralair® Graminées
were validated by the results of clinical studies of adults and
children at the end of 2007. These tablets will be subject to a
process of mutual recognition in most European countries,
once they have been approved by German health authorities.
For 2008, Stallergènes forecasts further growth in business
(>10%) and in R&D, which is expected to represent 17% to
18% of net sales in 2008.
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Under stable market
conditions, Editis
reported net sales of
760 million euros in
2007, outperforming the
market thanks to
organic growth of
+2.5%. In 2007, Editis again significantly increased
operating income (+16%), thereby locking in profitability
of 12.2%.
This good performance was achieved through an increase
in its three business segments, Literature, Education and
Distribution, which benefited from new contracts signed
with publishers outside the group, thus strengthening the
activities of Interforum.
In 2007, Editis pursued an active acquisition policy, taking
control of the Belgian group De Boeck, Editions Gründ
and Paraschool. With its 2006 acquisition DNL, this
external growth contributed to an increase in
consolidated net sales (+9%), and offset the impact of the
termination of the university publishing distribution
contract that was transferred to the Lagardère group as
of January 1, 2007 (-10%). These acquisitions bolster the
group's three lines of business and demonstrate its
dynamism as well as its ability to anticipate market
trends.
In 2007, Editis built up its skills and financial resources to
meet the digital challenge and develop the processes,
products and services that will assure it of a competitive
position at all stages of the editorial chain from the writer
to the reader.
The beginning of 2008 was marked by a new organization
of the Editis group's publishing houses. After the merger
of Editions Gründ and Editions First, it was the turn of
Editions Perrin and Les Presses de la Renaissance to join
forces. Hemma also became a part of the group Place des
éditeurs and its new branch that targets young people.
Beyond fostering complementary publishing approaches,
these mergers will enable the group's publishers to
acquire the size and means they need to grow.
In 2008, Editis plans to pursue organic growth through the
development of new publishing fields, the signing of new
distribution contracts and opportunities linked to digital
developments. Editis also aims to seize any acquisition
opportunity that will allow it to expand its business.
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Oranje-Nassau produced
5.4 million barrels of oil
and gas in 2007, up 8%
from the previous year,
reflecting the startup of
the Buzzard oil field
located on the British
continental shelf. This successful launch largely offset the
natural depletion of its other oil and gas fields and the delay
in the startup of the Janice and Cook fields. Energy net sales
totaled 243 million euros, up 5% from 2006.
The company's strategy remains unchanged. The group does
not engage in exploration, which involves too many risks, and
is only interested in operating fields.
In July 2007, Oranje-Nassau signed an agreement with Devon
Energy International to acquire for USD 206 million all its oil
assets located off Gabon, subject to the authorization of
Gabonese authorities. These fields should increase the
group's production by approximately 15%.
On the other hand, divestment opportunities led
Oranje-Nassau to sign an agreement to sell half of its
interest, i.e. 9.1% of its 18.2% equity interest in the Janice
field located on the British continental shelf. Finalized in
January 2008, this divestment and the corresponding capital
gains will be reported in the 2008 financial statements.
In the first half of 2007, considering that the economic
environment was favorable, Oranje-Nassau decided to sell
its real estate activities, comprised of approximately
67,000 m2 of offices and commercial premises. The
transaction took place in October, and the post-tax net
capital gain stood at 51 million euros.
In addition to its traditional activity in energy, Oranje-Nassau
has developed an investment activity in the Netherlands
since 2006. With the backing of Wendel, it has acquired equity
interests in groups with high development potential.
In 2006, Oranje-Nassau had acquired 8% of the capital of AVR
together with KKR and CVC Partners. AVR is the leading
waste management company in the Netherlands. It has
acquired Van Gansewinkel, thereby confirming its position as
a European leader in this sector..
The production of oil is expected to continue to rise in 2008
with the acquisition of the oil fields in Gabon. The group is in
a favorable situation to pursue its investments.
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In 2007, Saint-Gobain
reported sustained
activity with a rise in net
sales of 5.0% on a
comparable basis (of
which +3.7% in prices) to
43.4 billion euros.
Operating income was up +10.6% and +11.4% on a constant
foreign exchange basis, and the group's operating margin
stood at 9.5% of net sales, compared with 8.9% in 2006
(1.4 billion euros).
The Flat Glass sector reported the group's strongest growth
in net sales (+10.4% on a real basis and +11.2% on a
comparable basis). This growth reflected sustained demand,
increased selling prices in flat glass for the construction
market and a larger contribution from high value added
products.
In High Performance Materials, the Ceramics, Plastics and
Abrasives business reported internal growth of 4.5%, which
benefited from the good level of industrial investment and
production worldwide.
In Construction Products, net sales increased by +2.5% on a
comparable consolidation and foreign exchange basis,
reflecting vigorous growth in demand in western Europe and
in emerging countries (77% of total sales), which largely
offset the downturn in the American construction market.
Net sales on a reported basis in the Building Distribution
sector showed a 10.8% rise as a result of the acquisitions
made in 2006-2007 and of solid internal growth of +5.7%.
Business was sustained in most western European
countries. Emerging countries remained very dynamic and
have now exceeded one billion euros in net sales.
In Packaging, net sales were up +5.5% on a comparable
basis, particularly reflecting higher selling prices against a
background of vigorous demand in Europe and emerging
countries.
Cash flow excluding provisions for Flat Glass fines was
3,762 million euros, up 12.4% compared with 2006. Industrial
investments increased by 3.7% to 2,273 million euros,
representing 5.2% of sales.
Free cash flow (cash flow — industrial investments) rose
28.8% to 1,489 million euros.
The activities linked to the housing market in Europe (in
particular, Flat Glass, Distribution, Interior Solutions)
benefited from strong demand, amplified by new regulations
in terms of energy conservation in the building sector.
Emerging countries and Asia, where the group now reports
15% of its net sales and 19% of its operating income,
continued to experience sustained growth (+16.6%) in all
group businesses.
In a more difficult and more uncertain economic
environment in 2008 than in 2007, the group can rely on
major factors that boost its resistance:
- a strong presence in the building renovation market in Europe;
- a position as a world leader in the market for energy
conservation in the housing sector;
- a significant contribution of Asia and emerging countries to
the group's operating income;
- continued external growth as well as a solid financial
structure and significant free cash flow.
For 2008 and the following years, the group plans to pursue
the strategic directions presented in July 2007:
- the acceleration of geographic development through
growth investments in emerging countries, with the goal to
achieve 33% of the group's net sales (excluding
distribution) in such countries by 2010;
- continued growth through acquisitions, in particular to
accentuate the group's presence in emerging countries,
increase the potential for innovation and strengthen the
Building Distribution sector;
- innovation and expended efforts in research and
development, especially in the fields of energy and
environment.
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In 2007, Materis reported
sustained, profitable
growth with net sales of
1,817 million euros, up
+12% from 2006. Adjusted
operating income was
228 million euros and the
operating margin stood at 12.6%. Innovation, price increases
and gains in productivity offset the rise in the cost of raw
materials and energy.
Materis continued to benefit from a good balance between
organic and eternal growth.
Net sales of Admixtures (CHRYSO) totaled 201 million euros,
up 16.5% from 2006. Aluminates (KERNEOS) had a good year
in 2007 with a 10.8% increase in net sales (327 million euros).
In Mortars (PAREX GROUP), net sales were again excellent at
552 million euros, up 13.2% from 2006, in spite of the
slowdown in the individual construction market in the United
States. The Paints business (MATERIS PAINTS) reported net
sales of 748 million euros, up 10.5% from 2006, as it benefited
from a rather favorable market in France and a positive
upswing in Spain and Portugal.
In 2007, Materis acquired a dozen companies in these four
businesses for a total of 70 million euros. Three acquisitions
in Brazil, Argentina and Chile confirmed Materis's positions
in mortars in South America. Its entry into the Turkish
market with the acquisition of GESER (mortars adhesives) as
well as the purchase of the fifth largest producer of
decorative paints in Morocco for MATERIS PAINTS.
accelerated the group's growth in emerging countries in
which Materis reports 18% of its net sales. The PAREX
GROUP acquired a high value added maker of specialty
mortars in the United Kingdom, TEC ROC.
Materis consolidated its positions in mortars and admixtures
in North America by creating a development platform with
the acquisition of MERKOTE / Q.E.P. Stone (mortars
adhesives in the United States), and PROMIX Technologies
(admixtures in the United States).
A great number of products and services were launched in
Materis's four activities to supply solid products that are
clean-cut and easy to use. CHRYSO launched a line of new
generation plasticizers for concrete that facilitate the use of
ordinary concrete. KERNEOS launched SECAR XeniomTM, a
product that improves refractory concrete by making it
simpler, easier to use and more regular. In 2007, the PAREX
GROUP launched a powder-less coating and developed this
technology in Argentina and the United States. Finally,
MATERIS PAINTS developed a certain number of new
generations of paints that benefit from the European
environmental label Ecolabel..
In markets that are characterized by strong growth in
emerging countries, generally stable in Europe, and sluggish
in the United States with regard to the construction of
individual dwellings, Materis is confident in its capacity to
pursue its growth through internal development projects and
external growth opportunities.
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In the last 18 months, the
company's teams worked
to merge Deutsch's three
independent companies
in the United States,
France and the United
Kingdom. The integration
of these three companies into a single global group
represented the major challenge in 2007.
In order to adapt the group to its new size, new environment
and new challenges, Deutsch was reorganized in two
divisions in July 2007, the Industry division and the Aerospace
& Transport division.
This reorganization involved setting up worldwide
headquarters and developing several cross-division
functions in order to optimize the integration of the group
and amplify its potential. The group also acquired
information and reporting systems that are centralized and
more efficient.
The reorganized group has set two objectives:
- to develop a full line of products by division;
- to improve the geographic coverage of its customers.
Overall, organic growth was 4% in 2007.
The Aerospace & Transport division reported strong organic
growth (+10%), reflecting the first results of the company's
cross-marketing strategy, particularly in the United States.
For example, the D-Easy product developed and
manufactured in France is now sold to Boeing.
The Industry division remained stable in spite of an
anticipated 50% drop in the American market for heavy
vehicles linked to a change in emission standards
(environmental regulation), which had prompted an increase
in orders in 2006 by anticipation. Growth in Europe was very
good. Finally, the markets for farming and construction
equipment were boosted by Asia and emerging countries.
Within the framework of the group's strategic refocus on the
manufacture and distribution of high performance
connectors, Deutsch conducted three operations at the
beginning of 2008: the acquisition of 60% of Ladd, a
distributor of Industry Division products in the United States;
the acquisition of 50% of Servo Interconnect, a British
distributor of connectors for sports vehicles, a sector in
which it already has a market share of 50%; and the sale of
its non-strategic equity interest in Relays division.
The measures taken in 2007, in particular the procurement
optimization program will produce their effect as of 2008.
Deutsch is now is a favorable position to accelerate its
growth and improve its margins.
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After slower growth in the
first half in a sluggish
environment, organic
growth in the second half
was 3%, boosted by the
advance of high
performance coatings
(Permuthane) and the Chemical Products division in Asia.
During the year, organic growth was up 1% and net sales
totaled 311 million euros.
Historically, Stahl benefits from a high ratio of conversion of
its gross operating income into cash (more than 70%),
because of its limited investments and strict management of
working capital requirements. This already high conversion
ratio continued to improve and rose to more than 90%,
reflecting the measures taken to further reduce working
capital requirements.
Stahl's management launched a plan to improve the
company's organization and reduce fixed costs. These
measures designed to boost the operating margin will bear
their fruit in 2008. The new Chairman and CEO, Huub van
Beijeren, adapted the company's structure by simplifying it
and centralizing the company's production, procurement and
logistic functions. He named a vice president to head up each
of these three functions. Cost-reduction measures were
launched in June, and mainly concerned Europe and the
United States. The reduction in operating expense, excluding
amortization and depreciation, represented 4 million euros
in the second half of 2007.
A new manager took on responsibility for China with the
mission to implement an expansion policy in this important
market and accelerate the development of the new Suzhou
plant. This USD 17.5 million investment enables Stahl to
penetrate new markets that were previously difficult to
access because of the customs barriers and the high cost of
transport and delivery. Production tests were conducted in
the first half, and sales took off in the second half of the year.
In addition, the sales team doubled in size in the last two
years in this region, reflecting the ongoing efforts to increase
market share.
Stahl is now able to take full advantage of its 2007
restructuring, amplify growth in the Asia regions, and further
optimize the management of its working capital
requirements. Stahl is now better placed than its main
competitors to seize the different opportunities offered by
the market for leather finishing products and the market for
high performance coatings.
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