(Commission File No. 1-14862 )
Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ______ No ___X___
Disclaimer | |
Banco Itaú BBA S.A. was hired by Braskem S.A. (Braskem or Company) to prepare an economic and financial Valuation Report (Valuation Report) of the following companies: (i) Copesul - Companhia Petroquímica do Sul (Copesul), (ii) Ipiranga Petroquímica S.A. (IPQ), (iii) Petroquímica Paulínia S.A. (PPSA) and (iv) Ipiranga Química S.A. (IQ) (Copesul, IPQ, IQ e PPSA, together, the Assets) and of (vi) Braskem, in connection with the potential share incorporation (incorporação de ações) of a company named Grust Holdings S.A. which will hold Petróleo Brasileiro S.A. Petrobrass (Petrobras) and Petrobras Química S.A. Petroquisas (Petroquisa) equity holdings in the Assets pursuant to article 252 of the Brazilian Corporate Law (the Transaction) . Braskem, Petrobras and Petroquisa will be hereafter referred to as Transaction Parties. The Assets and Braskem will be referred to as the Companies.
The Valuation Report was originally prepared in the Portuguese language and the Portuguese language version shall be considered as the only document valid for all legal purposes. In case there is any inconsistency between the Portuguese Version and this free translation into English the Portuguese version shall prevail.
1. This Valuation Report was prepared solely for the use of the Company, its board of executive officers, board of directors and general shareholders meeting and also for Grust Holdingss S.A. general shareholder meeting, in connection with the evaluation of the Transaction and shall not be used or relied upon by any other person to whom this Valuation Report is not expressly addressed, as mentioned above, or for other purpose s other than the ones described herein. This Valuation Report, including its analyses and conclusions, is not a recommendation to any shareholder or director of Braskem or of Grust Holdings S.A. with respect to the exercise of its voting rights or the actions that may be taken with respect to any matter related to the Transaction. This Valuation Report is dated of December 31, 2007, except as provided in item 9 below.
2. In arriving in the conclusions presented in this Valuation Report, among other actions, we have: (i) reviewed the consolidated financial statements of: (a) the Company, for the years ended on December 31, 2005, 2006 and 2007, duly audited by KPMG Auditores Independentes, (b) of Copesul, for the years ended on December 31, 2005, 2006 and 2007, duly audited by PricewaterhouseCoopers, (c) of IPQ, for the years ended on December, 31 2005, 2006, and 2007, duly audited by PricewaterhouseCoopers; and (d) of IQ, for the years ended on December, 31 2006, and 2007, duly audited by PricewaterhouseCoopers; (ii) we reviewed other Companies information, including projections prepared by the Company and by third parties hired by the Company (including price projections for the main products and raw materials prepared by CMAI (Chemical Market Associates, Inc.)); (iii) we held discussions with members of Braskems management on the Companies business and perspectives; and (iv) we took into consideration other public information, financial studies and analyses, economic research and market data, which we consider relevant in order to analyze the consistency of the information received from the Company (together, the Information) .
3. Regarding our review, we have assumed that all Information used in this Valuation Report is true, precise, and complete and all information that may be relevant was made available to us. As for the portion of Information that embodies projections or estimates of future events, we have assumed that such Information reflects the best estimates currently available for the Companies future performance. Also, regarding our review of the Information, we have analyzed its consistency, but we have not independently checked any part of the Information, or conducted any investigation or evaluation of any of the Companies assets or liabilities (contingent or not), and we have not received any report on the subject. We were also not asked to conduct (and we did not conduct any) physical inspections of the Companies properties or facilities. Finally, we have not evaluated the Companies solvency or fair value, considering the laws regarding bankruptcy, insolvency or of similar effect.
4. Due to the limitations mentioned above in item 3, we are not providing nor will provide, explicitly or implicitly, any representation or warranty regarding any Information used to reach the conclusions expressed in this Valuation Report. In the event that any of the assumptions mentioned on section 4 of this Valuation Report does not materialize, or in any way the Information is found to be incorrect, incomplete, or imprecise, our conclusions can be substantially altered.
5. In addition, to the extent that our analysis was made based on the discounted cash flow method, we have assumed a macroeconomic scenario consistent with market consensus compiled and published by Brazils Central Bank, which may not material ize or be substantially different than actual results. Given that the analysis and the numbers are based on the forecasts of future results, they may not accurately correspond to actual and future financial results for the Companies, which can significantly be more or less favorable than those suggested by our analysis. Moreover, considering that those analysis are intrinsically subject to uncertainties, being based on various events and factors that are beyond our and the Companies control, we accept no liability in case future results of the Company and/or any of the Assets substantially differ of the results presented in this Valuation Report. There is no guaranty that the Companies future results will correspond to the financial projections that have served as the basis of our analysis and that the differences between the projections employed and the Companies financial results will not be relevant. The Companies future results can also be affected by market and economic conditions.
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6. The preparation of a financial analysis is a complex process that takes into account a number of determinations regarding the more relevant and appropriate methods for a financial analysis, and also regarding use of such methods. We have arrived at a final conclusion based on the results of all analyses conducted, considered as a whole, and we haven not drawn conclusions based on, or related to any of our analysis factors or methods, individually. Therefore, we believe that our analysis must be considered as a whole and that the consideration of parts out of our analysis and of specific elements, not taking into consideration the whole analysis and conclusions, might result in a incomplete and incorrect understanding of the processes used for in our analysis and of our conclusions.
7. This Valuation Report only indicates a value estimate, under our criteria, derived from the use of the evaluation method called discounted cash flow, or of transaction comparable multiples, as the case may be case, which are widely used methods financial evaluation and which do not evaluate any other aspect or consequences of the Transaction or of any contract, agreement, or understanding entered into in connection therewith. We do not express any opinion regarding the value of the shares issued in the context of the Transaction, or regarding the value to which the Companies shares will be traded in the securities market at any time. Additionally, this Valuation Report is not and should not be used as (i) as a fairness opinion regarding the Transaction or (ii) a recommendation regarding any aspect of the Transaction. In addition, this Valuation Report does not discuss the strategic and commercial merits of the Transaction or of the strategic decision that have led to the Transaction. The results presented in this Valuation Report relate solely to the Transaction and are not to be used or relied upon on the context of any transaction, current or future, regarding the Companies, the economic group they are part of, or the sector in which they operate.
8. Pursuant to Braskems instructions, the net debt calculation used in this Valuation Report takes into consideration some adjustments related to facts occurred after the date of December, 31, 2007; these facts are specifically, (i) the payment of the third installment of the acquisition of Ipiranga Groups petrochemical assets by Ultrapar Participações S.A., made on February, 27, 2008, (ii) the earn-out payment to Politeno Indústria e Comércio S.A.s former shareholders, made on January, 2, 2008; and (iii) the amount to be received for the sale of Braskems interest in Petroflex Indústria e Comércio S.A., according to the press release published on December, 13, 2007.
9. Also pursuant to Braskems instructions, the calculation of the sum of Grust Holdings S.A. shareholdings in the Assets considers the shareholdings held on March 31, 2008.
10. In response to Braskems request, and as an illustration only, we have presented in Appendix V an evaluation exercise of the Company (Evaluation considering Synergies), which presents Braskems valuation (on a stand alone basis) increased by the incremental value correspondent to synergy gains resulting from the Transaction as estimated by the Company. Itaú BBA has not carried any evaluation or analysis regarding such estimate and such estimate was not taken into consideration in the preparation of the Valuation Report.
11. Our Valuation Report is necessarily based on information that was made available on this date and considers prevailing market, economic and other conditions, as they are currently presented and assessed. Although the unfolding of current and future events may affect the conclusion presented in this Valuation Report, we undertake no obligation to update, revise, rectify or revoke this Valuation Report, in whole or in part, as a result of any event or unfolding of an event or for any other reason.
12. Our analysis does not distinguish between different classes and types of shares issued by the Companies, if applicable, and do not take into consideration operational, tax (including the amortization of goodwill), or other profits or losses, we also have not taken into account any benefits that may derive from synergies or any incremental value or cost that may result from the conclusion of the Transaction, should it be concluded, or of any other Transaction. Our analysis also does not take into account the profits or losses that may material ize after the Transaction as a result of any change in the course of business or business strategy.
13 The Company has agreed to reimburse and indemnify us and certain persons related to us in connection with certain responsibilities that may arise of our engagement. We have received a fee to prepare the Valuation Report and such fee is not contingent on the conclusion of the Transaction.
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14. We have from time to time provided investment banking, commercial banking, financial services and other types of services to the Company and its affiliates and also to the Assets and to Petrobras and to other companies involved in the Transaction in respect of which we have received compensation, we expect to continue to provide those services to those companies and to receive compensation in connection therewith. We and our affiliates provide a wide range of financial and other services related to securities, brokerage and investment banking. In the regular course of our business, we and our affiliates may buy, hold or sell, for our own account or for the benefit of clients, shares, bonds and other securities or financial instruments (including bank loan and other) issued by or against Braskem, the Assets, Petrobras or any other company involved in the Transaction, as well as providing investment banking and other services to those companies. We believe that those services do not pose a conflict of interest that would have the affect of diminishing our independence in our role as a financial analyst of companies. In addition, the analysts employed by our research departments and by other divisions within the Itaú Group may base their analysis and reports in different assumptions (operational, market or otherwise) and methodologies than those employed in the preparation of this Valuation Report and, as a result, reports and publications made by those professionals may contains different results and conclusions than those of this Valuation Report. Those professionals are independent and in no way professionally connected to the professionals in charge of the preparation of this Valuation Report. We have adopted compliance procedures to preserve the independence of our research analysts, who may have different views than those of our investment banking department. We also adopt compliance procedures to preserve de independence between our investment banking division and other departments within Itaú BBA and within other companies belonging to the Itaú Group, including, without limitation asset management, proprietary trading desk and debt and capital markets.
15. We have not provided advice on accounting, audit, legal or tax matters in connection with this Valuation Report.
16. The financial calculation presented in the Valuation Report may not result always in an exact sum as a result of rounding.
Banco Itaú BBA S.A.
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Table of Contents | |
SECTION 1 | Executive Summary | 6 | |
SECTION 2 | Information on Itaú BBA | 9 | |
SECTION 3 | Companies Description | 14 | |
SECTION 4 | Companies Valuation | 21 | |
SUBSECTION 4A | Braskem Operacional | 25 | |
SUBSECTION 4B | Copesul | 33 | |
SUBSECTION 4C | IPQ | 41 | |
SUBSECTION 4D | PPSA | 49 | |
SUBSECTION 4E | IQ | 57 | |
SUBSECTION 4F | Braskem (Consolidated) | 59 | |
SUBSECTION 4G | Grust Holdings | 61 | |
APPENDIX | 63 | ||
I Glossary of Terms and Definitions Used in the Valuation Report | 64 | ||
II Calculation of the Companies Net Debt | 65 | ||
III Performance of Braskems Shares at Bovespa | 66 | ||
IV Potential Synergies of the Transaction | 67 |
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Methodology and Assumptions | |
Braskem Operacional, Copesul, IPQ, and PPSAs Equity Value was calculated using Discounted Cash Flow Methodology
Main assumptions considered in the projections of Free Cash Flow |
Macroeconomic Scenario |
º The adopted macroeconomic assumptions were based on consensus estimates compiled and published by Banco Central do Brasil (Brazils Central Bank) | |||
Prices | º Projections of product and raw material prices were provided by an international industry specialized consulting firm (CMAI) for products in the international markets adjusted to the local market, based on the companies price history | |||
Sales Volume | º Local market demand estimate based on GDP growth projection, using statistical regression of historic data between GDP growth and local demand on petrochemical products | |||
Production Capacity |
º Only the expansion of production capacity duly approved by the companies respective boards were considered | |||
Cash Flow Projection |
º Cash Flow Projection in nominal US Dollars | |||
º The base date of the Free Cash Flow is December 31, 2007 | ||||
º 10-year projection period (2008 to 2017) | ||||
Discount Rate | º Discount rate calculated in nominal US dollars, based on: (i) unlevered Betas of comparable companies, (ii) optimal capital structure based on comparable companies of the sector and discussions with the Companys Management, (iii)country risk, (iv) cost of debt estimate, and (v) income tax and social contribution on net profit projected average rate | |||
Perpetuity | º Gordons Model perpetuity growth. Normalized free cash flow in perpetuity (based on the projected period average) In PPSAs case, the projected period average and the capacity in the projections last year were considered | |||
IQs Economic Value was calculated based on Comparable Companies Transactions Multiples
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Companies Valuation Summary | |
Company | Valuation Methodology | WACC (US$ nominal) |
Enterprise Value Range6 (R$ mm) |
Economic Value Range6 (R$ mm) | ||||
Braskem Operacional1 |
Discounted Free Cash Flow |
9.99% | 10,638 11,758 | 6,055 6,693 | ||||
Copesul | Discounted Free Cash Flow |
10.52% | 4,679 5,172 | 3,422 3,782 | ||||
IPQ Operacional | Discounted Free Cash Flow |
10.73% | 1,245 1,376 | 606 669 | ||||
PPSA | Discounted Free Cash Flow |
10.00% | 937 1,036 | 648 716 | ||||
IQ Operacional | Comparable Transactions Multiples2 |
n.a. | 146 161 | 133 147 | ||||
Braskem (Consolidated) |
Sum of the Parts 3 | n.a. | 14,969 16,544 | 9,033 9,983 | ||||
Grust Holdings4 | Sum of the Parts5 | n.a. | 2,638 2,915 | 1,803 1,992 |
Notes:
1 Braskems interests in Copesul, IQ, and PPSA are not considered
2 The comparable companies' average transactions multiples is considered (see page 58)
3 Stakes directly or indirectly held by Braskem in the Companies
4 This company is 100% owned by Petroquisa and holds Petrobras/Petroquisas direct and indirect stakes in IQ, IPQ, Copesul, and PPSA
5 Pro forma stakes directly or indirectly held by Grust Holdings S.A. in the Companies (according to note 9 on page 3)
6 Range based on a 5% above and below the valuations average point
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Itaú BBAs Qualifications | |
Itaú BBA has a proven track-record in valuating companies, with outstanding participation in mergers and acquisitions in the Brazilian market:
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Itaú BBA´s Experienced Team | |
º Marcelo Naigeborin, Managing Director, Investment Banking |
Marcelo Naigeborin has recently taken the role of Managing Director, in charge of Investment Banking for various service and industrial sectors in Brazil. Previously, Marcelo was a Managing Director for Merrill Lynch in Brazil and co-responsible for the Investment Banking area in the country. In this role, Marcelo conducted the origination and execution of various mergers and acquisitions, IPOs, corporate restructuring, capital raising through shares and debt instruments for Brazilian and multinational companies. Recently, Marcelo worked as an advisor for: Banco Itaú for the acquisition of BankBostons Latin America operations, a US$3.2 billion transaction; Anhanguera Educacional, Bematech, Banco Panamericano, and BM&F for their IPOs; Votorantim Celulose e Papel S.A. for their asset swap with International Paper, among other important transactions. Before joining Merrill Lynch, in 1998, Marcelo was one of the people in charge of the open
ing of Morgan Stanley & Co. Brazilian office, the institution he joined in 1993, in New York, in the Investment Banking division. Marcelo graduated in Aeronautical Engineering at Instituto Tecnológico de Aeronáutica ITA (Aeronautics Technological Institute), São José dos Campos, SP, Brazil. |
º Fernando Henrique Meira de Castro, Senior Vice President, Investment Banking |
Fernando is in charge of Mergers and Acquisitions, he has been operating in this sector for approximately 10 years. In 2007, Fernando Meira worked as an advisor for Energisa on the sale of generation assets to Brascan; for Suzano Petroquímica on the sale of its controlling shares for Petrobras; besides Serasas shareholders on the stake sale for Experian. In 2006, Fernando worked as an advisor on Vivaxs sale to Net; the consortium headed by Cemig and Andrade Gutierrez on the acquisition of Light S.A.; Suzano Petroquímica, Itochu, and Sumitomo on the sale of Politeno; and Ampla Energia e Serviços S.A. on the sale of its generation assets. In 2005, we highlight the acquisitions of Polibrasil by Suzano Petroquímica; of Coopercitrus by CBD; and the advisory work for Usiminas on the repurchase of Cosipas minority interest. The companies Fernando worked with as an advisor include: Petr
obras - Petróleo Brasileiro S.A., Petrobras Distribuidora S.A., Petrobras Química S.A., Electrolux S.A., Elevadores Atlas-Schindler S/A, Ipiranga Group, Jereissati Group / Iguatemi Empresa de Shopping Centers S.A., Lorentzen Group, Rede Group, Vicunha Group, Multibrás S.A. Eletrodomésticos, Petroquímica União S.A. PQU, Promom Engenharia Ltda, Tubos e Conexões Tigre Ltda, Votorantim Cimentos. Before Itaú BBA, Fernando worked for Esso Brasileira de Petróleo in its strategic planning area for five years, as part of Exxon Corporations M&A team. Fernando graduated in Mechanical Engineering and earned a B.S. in Finance at Fundação Getúlio Vargas, and a BS in Marketing at UC Berkeley. |
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º Rafael Werner, Analyst, Investment Banking |
Rafael joined Itaú BBA in November 2004 and, since March 2005, has been part of the Investment Banking team. Prior to Itaú BBA, Rafael worked in the corporate law area, as an intern, at the law firms Tess Advogados, in São Paulo; and DUrso Munari e Gatti Studio Legale, in Rome. In the equity market, Rafael worked for Bematech, Iguatemi, Terna, Profarma, Totvs, and Energias do Brasils IPOs; and for Hering, Romi, Eletropaulo, Tractebel, and PIBBs follow-on offerings. Most recently, Rafael participated on Suzano Petroquímicas sale to Petrobras. Rafael participated on Ambevs tender offer in the scope of merging with Inbev. Rafael is a native Portuguese speaker who is fluent in English and in Italian and graduated in Law at Pontifícia Universidade Católica de São Paulo PUC/SP. |
º Fabien Bornhausen Roulet, Analyst, Investment Banking |
Fabien joined Itaú BBA in June 2005, as a Trainee, and for two years worked as a Project Finance analyst, before joining the Investment Banking team. Between 2003 and 2005, he worked in Product and Financial Planning areas, at Unibanco. Fabien was part of various projects in the infrastructure, transportation, and sugar & alcohol sectors. Most recently he participated on MMX Amapás Project Finance structuring and on the MG-050 highways PPP (Public-Private Partnership). Fabien is a native Portuguese speaker who is fluent in English and in French and graduated in Business Administration at Universidade de São Paulo. |
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Evaluators Statements | |
º Itaú BBA declares, for the purposes of Order (CVM Brazilian Securities and Exchange Commission) 319/99, that, on March 31, 2008:
Has no direct or indirect interest in the Companies, or in the Transaction, and that there is no other relevant circumstance that may typify conflict of interest;
The Companies' majority shareholders or the administrators did not direct, limit, hinder, or practice any act that have, or might have jeopardized the access, the use, or the learning of information, assets, documents or work methods that were relevant for the quality of the conclusions;
There is no conflict or pooling of interests, real or potential, with Braskem, or regarding the minority shareholders, or the Companies, their partners, or regarding the Transaction
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Braskem Company Description | |
Company Description | Shareholder Structure | |||
º | Braskem is the Latin-American leader of the thermoplastic- resin market, focusing on polyethylene, polypropylene, and PVC | |||
Consolidated net revenues of R$18.8 billion and production of 2.8 million tons of resins in 2007 | ||||
º | Braskem was the countrys first integrated petrochemical company, that is, it combines the plastic production chains first- and second-generation manufacturing operations into a single company | |||
º | On December 31, 2007, Braskems main subsidiaries were the following: | |||
º | IQ | |||
| One of the main distributors of chemical and petrochemical products in South America | |||
| Consolidated revenues of R$500 million, in 2007 | |||
º | IPQ | |||
| A second-generation petrochemical company, it is responsible for the production of thermoplastic resins | |||
| Consolidated revenues of R$2.1 billion and production of 627 million tons of resins, in 2007 | |||
Copesul | ||||
| A first-generation petrochemical company located in Triunfos Petrochemical Complex | |||
| Net Revenues of R$7.2 billion and production of 2.2 million tons of resins, in 2007 | |||
º | PPSA | |||
| This company shall start its operations in the beginning of 2008, with an expected first production of 300,000 tons of polypropylene per year, and 350,000 tons per year, from 2010 on |
Source: Company Reports and Itaú BBA
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Copesul Company Description | |
Company Description | Shareholder Structure | |||
|
||||
º | A first-generation petrochemical company (a naphtha cracker)located in Triunfo's Petrochemical Complex and a supplier of ethylene, propane, and other basic raw material for second- generation plants (Braskem, IPQ, and Triunfo) | |||
º | Production capacity of 1.2 million of tons of ethylene and 0.6 million of tons of propane per year | |||
| Net revenues of R$7.3 billion and production of 2.2 million tons of raw materials, in 2007 | |||
º | It has a margin-sharing agreement with second-generation industries for price definition, which allows to apportion operational-margin profits and losses, between the first- and second-generation petrochemical companies, adjusting the prices in reference to the external price | |||
º | Sales Mix: approximately 50% of net revenues come from ethylene, 24% from propane, and 26% from others |
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IPQ Company Description | |
Company Description | Shareholder Structure | |||
º | Latin Americas major producer of high density polyethylene (HDPE) | |||
º | It also produces low density polyethylene (LDPE) and polypropylene (PP), setting a total of five plants in Triunfo's Petrochemical Complex (Rio Grande do Sul, Brazil) | |||
º | It is controlled by IQ and holds a 39.2% stake in Copesul | |||
º | Products: 76% of PE (high and low density), and 24% of PP | |||
º | Net revenues of R$2.1 billion and production of 0.6 million tons of resins, in 2007 |
Source: Company Reports and Itaú BBA
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PPSA Company Description | |
Company Description | Shareholder Structure | |||
º | Company on a pre-operational phase; operation starting in the beginning of 2008 | |||
º | Located in Paulínia, São Paulo, Brazil | |||
º | The industrial unit was designed to work at an initial capacity of 300,000 tons per year of polypropylene (PP), and should reach 350,000 tons per year until 2010 | |||
º | It is Braskems strategic investment that allows the firms consolidation as Latin Americas major PP producer, and Americas second PP producer | |||
º | It is controlled by Braskem (60%) and by Petrobras/Petroquisa (40%) | |||
Source: Company Reports and Itaú BBA
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IQ Company Description | |
Company Description | Stockholder Structure | ||
º | IQ is one of the main distributors of chemical and petrochemical products in South America, with three central plants, three logistic bases, and tanks in four Brazilian ports, spread throughout the States of Rio Grande do Sul, Rio de Janeiro, São Paulo, Paraná, Pernambuco, and Bahia | ||
Chemical-product wholesale distributor, with over 5,000 clients in 50 different markets | |||
Net revenues of R$500.3 million and EBITDA of R$18.8 million | |||
º | It had 222 employees as of December 31, 2007 |
Source: Company Reports and Itaú BBA
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Grust Holdings Company Description | |
Company Description | Stockholder Structure 1 | ||||
º | Grust Holdings S.A. (Grust Holdings) is a company 100% owned by Petroquisa that holds stakes only in petrochemical assets, that will be transferred by Petrobras and by Petroquisa to Braskem in the Transaction: | ||||
º | IQ | ||||
| One of the main distributors of chemical and petrochemical products in South America | ||||
| Consolidated net revenues of R$500 million, in 2007 | ||||
º | IPQ | ||||
| A second-generation petrochemical company, it is responsible for the production of thermoplastic resins | ||||
| Consolidated net revenues of R$2.1 billion and production of 627 million tons of resins, in 2007 | ||||
º | Copesul | ||||
| A first-generation petrochemical company located in Triunfos Petrochemical Complex | ||||
| Net revenues of R$7.2 billion and production of 2.2 million tons of raw materials, in 2007 | ||||
º | PPSA | ||||
| This company shall start its operations in the beginning of 2008, with an expected first production of 300,000 tons of polypropylene per year, and 350,000 tons per year, from 2010 on |
Fonte: Company
Note:
1 See Note 9 page 3
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Companies Valuation Methodology | |
Braskem Operacional, Copesul, IPQ, and PPSAs Economic Value was calculated using Discounted Free Cash Flow
Methodology for Valuing the Companies |
Notes:
1 Adjusted net debt, according to Appendix II
2 See page 58 for the Comparable Transaction Multiples used
IQs Equity Value was calculated based on
Comparable Companies Transaction Multiples
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Valuation Methodologies | |
Discounted Free Cash Flow | Comparable Multiples | |
Basic assumptions | Analysis based on multiples of comparable companies transactions (EV / EBITDA multiple of the last 12 months) | |
10-year projection period (2008 to 2017) | ||
Free cash flow analysis base date: December 31, 2007 | ||
Projected models in nominal US Dollars | ||
WACC in nominal US Dollars | ||
Cash flow discounted assuming mid-year cash flow (mid-year adjustment) | ||
Companies individually valued, not considering any potential synergies | ||
Perpetuity | ||
Normalized EBITDA calculation, adjusting the petrochemical industrys cycles | ||
Perpetual growth based on Gordon Model | ||
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General Assumptions for the Valuation Analysis | |
The adopted macroeconomic assumptions were based on consensus estimates compiled and published by Brazils Central Bank Macroeconomic assumptions
2004A | 2005A | 2006A | 2007A | 2008E | 2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | Perp | |
Exchange Rate | |||||||||||||||
R$ / US$ (end of the period) | 2.65 | 2.34 | 2.14 | 1.77 | 1.78 | 1.86 | 1.92 | 1.96 | 2.01 | 2.05 | 2.08 | 2.12 | 2.16 | 2.20 | 2.24 |
R$ / US$ (periods average) | 2.77 | 2.50 | 2.24 | 1.95 | 1.80 | 1.88 | 1.95 | 1.98 | 2.00 | 2.03 | 2.07 | 2.10 | 2.14 | 2.18 | 2.22 |
Interest Rate | |||||||||||||||
Selic Rate (end of the period) | 17.5% | 18.2% | 13.2% | 11.1% | 11.5% | 10.6% | 9.7% | 9.2% | 8.9% | 8.9% | 8.9% | 8.9% | 8.9% | 8.9% | 8.9% |
Selic Rate (periods average) | 17.5% | 17.9% | 15.7% | 11.9% | 11.4% | 10.8% | 10.0% | 9.4% | 9.0% | 8.9% | 8.9% | 8.9% | 8.9% | 8.9% | 8.9% |
Inflation Rate | |||||||||||||||
IGP - M | 12.4% | 1.2% | 3.8% | 6,0% | 5.3% | 4.4% | 4.2% | 4.2% | 4.2% | 4.2% | 4.2% | 4.2% | 4.2% | 4.2% | 4.2% |
IPCA | 6.6% | 4.5% | 2.5% | 4.0% | 4.4% | 4.2% | 4.1% | 4.1% | 4.0% | 4.0% | 4.0% | 4.0% | 4.0% | 4.0% | 4.0% |
US Inflation (US CPI)1 | 3.3% | 3.4% | 2.5% | 2.8% | 2.8% | 1.9% | 2.1% | 2.1% | 2.1% | 2.1% | 2.2% | 2.2% | 2.2% | 2.2% | 2.2% |
PPP | 1.5% | 2.3% | 2.0% | 1.9% | 1.9% | 1.9% | 1.8% | 1.8% | 1.8% | 1.8% | 1.8% | ||||
Population | |||||||||||||||
Brazilian Population (million) 2 | 181.6 | 184.2 | 186.8 | 189.3 | 192.2 | 195.0 | 197.8 | 200.6 | 203.4 | 206.1 | 208.8 | 211.5 | 214.2 | 216.8 | 219.4 |
Growth (%) | 1.4% | 1.4% | 1.4% | 1.5% | 1.5% | 1.4% | 1.4% | 1.4% | 1.% | 1.3% | 1.3% | 1,3% | 1.2% | 1.2% | |
GDP | |||||||||||||||
Brazils GDP (R$ billion) 2 | 2,176 | 2,240 | 2,323 | 2,448 | 2,553 | 2,659 | 2,767 | 2.881 | 2,999 | 3.122 | 3,251 | 3,384 | 3,523 | 3,668 | 3,819 |
Actual Growth (%) |
5.4% | 4.5% | 4.2% | 4.1% | 4.1% | 4.1% | 4.1% | 4.1% | 4.1% | 4.1% | 4.1% | 4.1% | |||
Source: Banco Central do Brasil (Brazils Central Bank) Focus Report, dated February 25, 2008
Note:
1 US inflation projection from the site Congressional Budget Office
2 Instituto Brasileiro de Geografia e Estatística - IBGE (Brazilian Institute of Geography and Statistics)
From 2012, the Selic, inflation, GDP growth rate projections were kept constant and the exchange rate projections reflect the upholding of the parity between US Dollar and Brazilian Real
24
Main Assumptions Used in the Valuation of Braskem | |
Sales-volume calculation was based on a market model, according to information given by and discussed with Braskem | ||
Sales Volume | Local-market sales volume based on statistical regression of historical data between PE and PP demand growth and local GDP growth | |
Foreign-market sales volume calculated as the difference between production and local-market sales volume, when relevant | ||
Maintenance of the production capacity during all the projected years | ||
Price | Price per product according to CMAIs international market projected data adjusted to the local price, based on the Companys price history | |
Net Revenues | Calculation based on the volume of products sold multiplied by each products projected price | |
COGS | Calculation made based on naphtha price curve, according to CMAIs projected data and the Companys technical-index history, in addition to other historical costs | |
Sales Expenses | Calculated as a percentage of net revenues, based on the average of the last three years | |
Administrative and General Expenses |
Part of the expenses are fixed and adjusted according to US and Brazilian inflations and the other part is variable and pegged to sales volume |
26
Main Assumptions Used in the Valuation of Braskem (cont.) | |
Depreciation and Amortization | Calculation made based on new investments and existing fixed assets depreciation schedule | |
CapEx | According to the Companys projections, considering maintenance halt and equipments replacement investments | |
Working Capital | Maintenance of current-asset and current-liability average term | |
Income Tax / Social Contribution |
It is considered a tax benefit for the current Income Tax rate up to 2013 | |
Conservatively, it considers the payment of 9% of CSLL (social contribution on income before taxes) during the whole projection period1 | ||
Terminal Value | Actual perpetuity growth of 0.5% per year |
Note:
1 Despite the fact that the Companys external attorneys believe in the success of the Companys case requesting not to pay the CSLL [Social Contribution on net profit], following a conservative policy, we have considered the CSLL payment, for the whole period.
27
Sales Volume and Price | |
Sales Volume of the Main Products (thousand tons) |
Prices of the Main Products1 (US$ / ton) |
Source: CMAI and Braskem
Note:
1 Weighted average prices between local and foreign markets for the main products
28
Financial Projections | |
Notes:
1 COGS and Gross Profit do not include depreciation and amortization
29
Free Cash Flow to Firm | |
Free Cash Flow (US$ MM) | ||||||||||||||||||||||
US$ mm | 2008E | 2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | Perp. | |||||||||||
EBITDA | 838 | 666 | 576 | 640 | 768 | 1,069 | 1,311 | 1,470 | 1,263 | 1,127 | 1,045 | |||||||||||
(-) Depreciation and Amortization | (735) | (742) | (753) | (764) | (719) | (739) | (761) | (782) | (827) | (335) | (296) | |||||||||||
EBIT | 103 | (75) | (177) | (124) | 49 | 329 | 551 | 687 | 436 | 792 | 749 | |||||||||||
(-) Taxes | (22) | 0 | 0 | 0 | (10) | (71) | (187) | (234) | (148) | (269) | (255) | |||||||||||
NOPAT | 81 | (75) | (177) | (124) | 39 | 259 | 364 | 454 | 288 | 523 | 494 | |||||||||||
(+) Depreciation and Amortization | 735 | 742 | 753 | 764 | 719 | 739 | 761 | 782 | 827 | 335 | 296 | |||||||||||
(-) Investments | (330) | (249) | (315) | (255) | (258) | (265) | (345) | (276) | (345) | (284) | (296) | |||||||||||
(-) Change in Working Capital | 8 | 14 | 6 | (7) | (13) | (29) | (24) | (15) | 19 | 14 | (3) | |||||||||||
(=) Free Cash Flow | 494 | 431 | 267 | 378 | 486 | 704 | 755 | 945 | 789 | 587 | 492 |
Free Cash Flow (R$ MM) | ||||||||||||||||||||||
R$ mm | 2008E | 2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | Perp | |||||||||||
EBITDA | 1,508 | 1,253 | 1,123 | 1,267 | 1,536 | 2,168 | 2,709 | 3,089 | 2,703 | 2,453 | 2,316 | |||||||||||
(-) Depreciation e Amortization | (1,323) | (1,394) | (1,468) | (1,513) | (1,438) | (1,500) | (1,571) | (1,645) | (1,770) | (729) | (655) | |||||||||||
EBIT | 185 | (142) | (345) | (245) | 98 | 668 | 1,137 | 1,445 | 933 | 1,725 | 1,660 | |||||||||||
(-) Taxes | (39) | 0 | 0 | 0 | (21) | (143) | (386) | (491) | (317) | (586) | (564) | |||||||||||
NOPAT | 146 | (142) | (345) | (245) | 77 | 525 | 751 | 953 | 615 | 1,138 | 1,096 | |||||||||||
(+) Depreciation and Amortization | 1,323 | 1,394 | 1,468 | 1,513 | 1,438 | 1,500 | 1,571 | 1,645 | 1,770 | 729 | 655 | |||||||||||
(-) Taxes | (594) | (469) | (614) | (505) | (517) | (538) | (714) | (581) | (739) | (619) | (655) | |||||||||||
(-) Change in Working Capital | 15 | 27 | 11 | (13) | (25) | (59) | (50) | (31) | 40 | 30 | (6) | |||||||||||
(=) Free Cash Flow | 890 | 810 | 520 | 749 | 973 | 1,428 | 1,559 | 1,987 | 1,687 | 1,277 | 1,090 |
30
Discount Rate WACC | |
The discount rate calculated for Braskem was of 9.99% in nominal US Dollars
Notes:
1 Based on 20-year US Treasury last three months average Source: Bloomberg
2 Based on the last three months average of Brazil Global 27s spread on US Treasury equivalent Source: Bloomberg
3 Based on the arithmetic mean of the historic difference between S&Ps return, in the last 50 years (1955-2004) Source: Ibbotson Associates Stocks, Bonds, Bills and Inflation 2004 Yearbook
4 Based on the arithmetic average of comparable companies' unlevered betas of 0.83, adjusted by the Companys optimal capital structure. To calculate the beta, the following companies were considered: Sabic, Dow Chemical, Braskem, Nova
Chemicals, Westlake, and Reliance
5 Itaú BBAs estimate, for valuation purposes only
6 Based on the projected average rate, according to the criteria described on Note 1, page 27
7 Itaú BBAs estimate
31
Sensitivity | |
Enterprise Value (US$ MM) |
WACC (nominal US$) | ||||||||||||
9.5% | 9.7% | 10.0% | 10.2% | 10.5% | ||||||||
1.7% | 6,311 | 6,130 | 5,960 | 5,798 | 5,646 | |||||||
G (nominal US$) | 2.2% | 6,512 | 6,314 | 6,129 | 5,955 | 5,791 | ||||||
2.7% | 6,742 | 6,525 | 6,322 | 6,132 | 5,954 | |||||||
3.2% | 7,008 | 6,767 | 6,543 | 6,334 | 6,139 | |||||||
3.7% | 7,321 | 7,050 | 6,799 | 6,567 | 6,352 |
Implied Multiple (EV / EBITDA Normalized) |
WACC (nominal US$ ) | ||||||||||||
9.5% | 9.7% | 10.0% | 10.2% | 10.5% | ||||||||
1.7% | 6.0x | 5.9x | 5.7x | 5.5x | 5.4x | |||||||
G (nominal US$) | 2,2% | 6.2x | 6.0x | 5.9x | 5.7x | 5.5x | ||||||
2.7% | 6.5x | 6.2x | 6.0x | 5.9x | 5.7x | |||||||
3.2% | 6.7x | 6.5x | 6.3x | 6.1x | 5.9x | |||||||
3.7% | 7.0x | 6.7x | 6.5x | 6.3x | 6.1x |
Economic Value (US$ MM) |
WACC (nominal US$ ) | ||||||||||||
9.5% | 9.7% | 10.0% | 10.2% | 10.5% | ||||||||
1.7% | 3,588 | 3,407 | 3,236 | 3,075 | 2,923 | |||||||
G (nominal US$) | 2.2% | 3,788 | 3,591 | 3,406 | 3,231 | 3,067 | ||||||
2.7% | 4,018 | 3,801 | 3,598 | 3,408 | 3,230 | |||||||
3.2% | 4,285 | 4,044 | 3,820 | 3,611 | 3,416 | |||||||
3.7% | 4,597 | 4,326 | 4,076 | 3,844 | 3,629 |
Economic Value (R$ MM) |
WACC (nominal US$ ) | ||||||||||||
9.5% | 9.7% | 10.0% | 10.2% | 10.5% | ||||||||
1.7% | 6,355 | 6,034 | 5,732 | 5,447 | 5,177 | |||||||
G (nominal US$) | 2.2% | 6,710 | 6,361 | 6,032 | 5,724 | 5,433 | ||||||
2.7% | 7,118 | 6,733 | 6,374 | 6,037 | 5,722 | |||||||
3.2% | 7,590 | 7,162 | 6,766 | 6,396 | 6,050 | |||||||
3.7% | 8,143 | 7,663 | 7,220 | 6,809 | 6,427 |
32
Main assumptions used in the valuation of Copesul | |
Sales Volume | Maintenance of the production capacity | |
Production capacity usage rate of 98%, for years without halt, and 93%, for years with halt | ||
Production mix based on productivitys technical coefficient and index histories | ||
Price | Ethylene and propane prices calculated using the margin-sharing formula | |
Margin sharing reflects the agreement made between Copesul and the second-generation companies of Triunfo's Petrochemical Complex aiming to share profits among the companies | ||
Net Revenues |
Calculation made based on volume of products sold multiplied by each product´s projected price | |
COGS | Cost calculation based on Naphthas price curve, in addition to other historical costs | |
Sales Expenses | Calculated as a percentage of revenues, based on Copesuls history | |
Administrative and | Fixed expenses adjusted by inflation projections | |
General Expenses | Variable expenses pegged to sales volume |
34
Main assumptions used in the valuation of Copesul (cont.) | |
Depreciation and Amortization |
Calculation based on new investments and existing fixed assets depreciation schedule | |
CapEx | According to the Companys projections | |
Working Capital | Maintenance of current-asset and current-liability average term | |
Income Tax / | ||
Social | Calculation based on rates projected by the Company, consistent with standards history and with the Companys future expectations | |
Contribution | ||
Terminal Value | No actual growth in perpetuity |
35
Sales Volume and Price | |
Main Products Sales Volume (thousand tons) |
Main Products Prices 1 (US$ / ton) |
Source: CMAI and Braskem
Note:
1 Weighted average prices between local and foreign markets for the main products
36
Financial Projections | |
Notes:
1 COGS and Gross Income do not include depreciation and amortization
37
Free Cash Flow to Firm | |
Free Cash Flow (US$ MM) | ||||||||||||||||||||||
US$ mm | 2008E | 2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | Perp. | |||||||||||
EBITDA | 494 | 371 | 295 | 271 | 335 | 428 | 503 | 593 | 544 | 454 | 455 | |||||||||||
(-) Depreciation and Amortization | (144) | (144) | (143) | (144) | (36) | (40) | (47) | (53) | (55) | (61) | (68) | |||||||||||
EBIT | 351 | 227 | 152 | 127 | 299 | 388 | 457 | 540 | 489 | 393 | 386 | |||||||||||
(-) Taxes | (115) | (75) | (50) | (42) | (98) | (127) | (150) | (177) | (160) | (129) | (127) | |||||||||||
NOPAT | 236 | 153 | 102 | 85 | 201 | 261 | 307 | 363 | 328 | 264 | 260 | |||||||||||
(-) Depreciation and Amortization | 144 | 144 | 143 | 144 | 36 | 40 | 47 | 53 | 55 | 61 | 68 | |||||||||||
(-) Investments | (88) | (43) | (44) | (94) | (46) | (47) | (100) | (49) | (50) | (107) | (68) | |||||||||||
(-) Change in Working Capital | 7 | 4 | 6 | 7 | (6) | (7) | (2) | (14) | (2) | 4 | (1) | |||||||||||
(=) Free Cash Flow | 298 | 258 | 207 | 142 | 186 | 247 | 252 | 353 | 331 | 222 | 259 |
Free Cash Flow (R$ MM) | ||||||||||||||||||||||
R$ mm | 2008E | 2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | Perp | |||||||||||
EBITDA | 890 | 698 | 574 | 536 | 671 | 868 | 1.040 | 1.246 | 1.163 | 988 | 999 | |||||||||||
(-) Depreciation and Amortization | (259) | (271) | (279) | (286) | (72) | (81) | (96) | (112) | (117) | (132) | (150) | |||||||||||
EBIT | 631 | 428 | 295 | 251 | 599 | 787 | 943 | 1.134 | 1.046 | 856 | 849 | |||||||||||
(-) Taxes | (207) | (140) | (97) | (82) | (196) | (258) | (309) | (372) | (343) | (281) | (278) | |||||||||||
NOPAT | 424 | 287 | 199 | 168 | 402 | 529 | 634 | 762 | 703 | 575 | 570 | |||||||||||
(-) Depreciation and Amortization | 259 | 271 | 279 | 286 | 72 | 81 | 96 | 112 | 117 | 132 | 150 | |||||||||||
(-) Investments | (159) | (81) | (86) | (186) | (91) | (95) | (207) | (102) | (107) | (233) | (150) | |||||||||||
(-) Change in Working Capital | 12 | 8 | 11 | 14 | (12) | (14) | (4) | (29) | (5) | 9 | (2) | |||||||||||
(=) Free Cash Flow | 536 | 485 | 403 | 282 | 371 | 501 | 520 | 743 | 709 | 484 | 568 |
38
Discount Rate WACC | |
The discount rate calculated for Copesul was of 10.52% in nominal US Dollars
Notes:
1 Based on 20-year US Treasurys last three months average Source: Bloomberg
2 Based on the last three months average of Brazil Global 27s spread on US Treasury equivalent - Source: Bloomberg
3 Based on the arithmetic mean of the historic difference between S&Ps return, in the last 50 years (1955-2004) Source: Ibbotson Associates Stocks, Bonds, Bills and Inflation 2004 Yearbook
4 Based on the arithmetic mean of comparable companies' unlevered Betas of 0.83, adjusted by the Companys optimal capital structure. To calculate the Beta, the following companies were considered: Sabic, Dow Chemical, Braskem, Nova Chemicals,
Westlake, and Reliance
5 Itaú BBAs estimate, for valuation purposes only
6 Based on Copesuls effective tax rate
7 Itaú BBAs estimate
39
Sensitivity | |
Company Value (US$ MM) |
WACC (nominal US$) | ||||||||||||
10.0% | 10.3% | 10.5% | 10.8% | 11.0% | ||||||||
1.2% | 2,781 | 2,708 | 2,638 | 2,572 | 2,510 | |||||||
G (nominal US$) |
1.7% | 2,859 | 2,780 | 2,705 | 2,635 | 2,568 | ||||||
2.2% | 2,947 | 2,861 | 2,781 | 2,705 | 2,633 | |||||||
2.7% | 3,047 | 2,953 | 2,865 | 2,783 | 2,705 | |||||||
3.2% | 3,162 | 3,059 | 2,962 | 2,871 | 2,787 |
Implied Multiple (EV / EBITDA Normalized) |
WACC (nominal US$ ) | ||||||||||||
10.0% | 10.3% | 10.5% | 10.8% | 11.0% | ||||||||
1.2% | 5.9x | 5.8x | 5.6x | 5.5x | 5.3x | |||||||
G (nominal US$) |
1.7% | 6.1x | 5.9x | 5.8x | 5.6x | 5.5x | ||||||
2.2% | 6.3x | 6.1x | 5.9x | 5.8x | 5.6x | |||||||
2.7% | 6.5x | 6.3x | 6.1x | 5.9x | 5.8x | |||||||
3.2% | 6.7x | 6.5x | 6.3x | 6.1x | 5.9x |
Economic Value (US$ MM) |
WACC (nominal US$ ) | ||||||||||||
10.0% | 10.3% | 10.5% | 10.8% | 11.0% | ||||||||
1.2% | 2,034 | 1,960 | 1,891 | 1,825 | 1,763 | |||||||
G (nominal US$) |
1.7% | 2,112 | 2,033 | 1,958 | 1,888 | 1,821 | ||||||
2.2% | 2,200 | 2,114 | 2,033 | 1,957 | 1,886 | |||||||
2.7% | 2,300 | 2,206 | 2,118 | 2,036 | 1,958 | |||||||
3.2% | 2,415 | 2,311 | 2,215 | 2,124 | 2,040 |
Economic Value (R$ MM) |
WACC (nominal US$ ) | ||||||||||||
10.0% | 10.3% | 10.5% | 10.8% | 11.0% | ||||||||
1.2% | 3.602 | 3,473 | 3,350 | 3,233 | 3,123 | |||||||
G (nominal US$) |
1.7% | 3,741 | 3,601 | 3,469 | 3,344 | 3,226 | ||||||
2.2% | 3,897 | 3,745 | 3,602 | 3,467 | 3,340 | |||||||
2.7% | 4,075 | 3,908 | 3,752 | 3,606 | 3,468 | |||||||
3.2% | 4,278 | 4,094 | 3,923 | 3,763 | 3,613 |
40
Main assumptions used in the valuation of IPQ | |
Sales-volume calculation was based on a market model, according to information given by and discussed with the Company | ||
Sales Volume | Local-market sales volume based on statistical regression of historical data between PE and PP demand growth and local GDP growth | |
Foreign-market sales volume calculated as the difference between production and local-market sales volume, when relevant | ||
Production capacity maintenance during all the projected years | ||
Price | Price per product according to CMAIs international market projected data adjusted to the local price, based on the Companys price history | |
Net Revenues | Calculated based on the volume of products sold multiplied by each products projected price | |
COGS | Cost calculation based on butane, ethane, and propenes projected price curve, in addition to other historical costs, according to information given by and discussed with the Company | |
Sales Expenses | Calculated as a percentage of revenues, based on IPQs history | |
Administrative and | Fixed expenses adjusted by inflation projections | |
General Expenses | Variable expenses pegged to sales volume |
42
Main assumptions used in the valuation of IPQ (cont.) | |
Depreciation and Amortization | Calculation based on new investments and existing fixed assets depreciation schedule, according to information given by and discussed with the Company | |
CapEx | According to the Companys projections | |
Working Capital | Maintenance of current-asset and current-liability average term | |
Income Tax / | ||
Social | Income Tax and Social Contribution effective rate of 25%, due to the use of accrued losses | |
Contribution | ||
Terminal Value | No actual growth in perpetuity |
43
Sales Volume and Price | |
Sales Volume of the Main Products (thousand tons) |
Prices of the Main Products1 (US$ / ton) |
Source CMAI and Braskem
Note:
1 Weighted average prices between local and foreign markets for the main products
44
Financial Projections | |
Note:
1 COGS and Gross Income do not include depreciation and amortization
45
Free Cash Flow to Firm | |
Free Cash Flow (US$ MM) | |||||||||||
US$ mm | 2008E | 2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | Perp. |
EBITDA | 53 | 39 | 42 | 56 | 69 | 128 | 165 | 169 | 154 | 135 | 108 |
(-) Depreciation and Amortization | (21) | (20) | (20) | (20) | (21) | (21) | (22) | (22) | (22) | (22) | (8) |
EBIT | 33 | 19 | 22 | 36 | 49 | 107 | 143 | 147 | 132 | 112 | 100 |
(-) Taxes | (8) | (5) | (6) | (9) | (12) | (27) | (36) | (37) | (33) | (28) | (25) |
NOPAT | 25 | 14 | 17 | 27 | 36 | 80 | 107 | 110 | 99 | 84 | 75 |
(+) Depreciation and Amortization | 21 | 20 | 20 | 20 | 21 | 21 | 22 | 22 | 22 | 22 | 8 |
(-) Investments | (7) | (7) | (7) | (7) | (7) | (8) | (8) | (8) | (8) | (8) | (8) |
(-) Change in Working Capital | 17 | 4 | 0 | (2) | (3) | (10) | (7) | (2) | 2 | 2 | (2) |
(=) Free Cash Flow | 55 | 31 | 30 | 38 | 47 | 84 | 114 | 122 | 114 | 100 | 73 |
Free Cash Flow (R$ MM) | |||||||||||
R$ mm | 2008E | 2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | Perp. |
EBITDA | 96 | 73 | 82 | 110 | 139 | 260 | 340 | 354 | 329 | 293 | 240 |
(-) Depreciation and Amortization | (37) | (38) | (39) | (40) | (41) | (43) | (44) | (46) | (48) | (49) | (18) |
EBIT | 59 | 35 | 43 | 70 | 97 | 217 | 296 | 308 | 281 | 244 | 222 |
(-) Taxes | (15) | (9) | (11) | (18) | (24) | (54) | (74) | (77) | (70) | (61) | (55) |
NOPAT | 44 | 26 | 32 | 53 | 73 | 163 | 222 | 231 | 211 | 183 | 166 |
(+) Depreciation and Amortization | 37 | 38 | 39 | 40 | 41 | 43 | 44 | 46 | 48 | 49 | 18 |
(-) Investments | (12) | (13) | (14) | (14) | (15) | (15) | (16) | (17) | (17) | (18) | (18) |
(-) Change in Working Capital | 31 | 7 | 1 | (4) | (6) | (21) | (15) | (5) | 3 | 5 | (4) |
(=) Free Cash Flow | 100 | 58 | 59 | 75 | 94 | 170 | 235 | 256 | 245 | 219 | 162 |
46
Discount Rate WACC | |
The discount rate calculated for IPQ was of 10.73% in nominal US Dollars
Notes:
1 Based on 20-year US Treasurys last three months average Source: Bloomberg
2 Based on the last three months average of Brazil Global 27s spread on US Treasury equivalent - Source: Bloomberg
3 Based on the arithmetic mean of the historic difference between S&Ps return, in the last 50 years (1955-2004) Source: Ibbotson Associates Stocks, Bonds, Bills and Inflation
2004 Yearbook
4 Based on the arithmetic mean of comparable companies' unlevered betas of 0.83, adjusted by the Companys optimal capital structure. To calculate the beta, the following companies were considered: Sabic, Dow Chemical, Braskem, Nova Chemicals,
Westlake, and Reliance
5 Itaú BBAs estimate, for valuation only
6 IPQs effective tax rate
7 Itaú BBAs estimate
47
Sensitivity | |
Enterprise Value (US$ MM) |
G (nominal US$) | WACC (nominal US$l) | |||||||||||
10.2% | 10.5% | 10.7% | 11.0% | 11.2% | ||||||||
1.2% | 742 | 722 | 702 | 684 | 666 | |||||||
1.7% | 763 | 741 | 720 | 700 | 682 | |||||||
2.2% | 786 | 762 | 740 | 719 | 699 | |||||||
2.7% | 813 | 787 | 762 | 739 | 718 | |||||||
3.2% | 843 | 814 | 788 | 763 | 739 |
Implied Multiple (EV / EBITDA Normalized) |
G (nominal US$) | WACC (nominal US$ ) | |||||||||||
10.2% | 10.5% | 10.7% | 11.0% | 11.2% | ||||||||
1.2% | 6.9x | 6.7x | 6.5x | 6.3x | 6.2x | |||||||
1.7% | 7.1x | 6.9x | 6.7x | 6.5x | 6.3x | |||||||
2.2% | 7.3x | 7.0x | 6.8x | 6.6x | 6.5x | |||||||
2.7% | 7.5x | 7.3x | 7.0x | 6.8x | 6.6x | |||||||
3.2% | 7.8x | 7.5x | 7.3x | 7.1x | 6.8x |
Economic Value (US$ MM) |
G (nominal US$) | WACC (nominal US$ ) | |||||||||||
10.2% | 10.5% | 10.7% | 11.0% | 11.2% | ||||||||
1.2% | 362 | 342 | 322 | 304 | 286 | |||||||
1.7% | 383 | 361 | 340 | 320 | 302 | |||||||
2.2% | 406 | 382 | 360 | 339 | 319 | |||||||
2.7% | 433 | 407 | 382 | 359 | 338 | |||||||
3.2% | 463 | 434 | 408 | 383 | 359 |
Economic Value (R$ mm) |
G (nominal US$) | WACC (nominal US$ ) | |||||||||||
10.2% | 10.5% | 10.7% | 11.0% | 11.2% | ||||||||
1.2% | 642 | 605 | 571 | 538 | 507 | |||||||
1.7% | 678 | 639 | 602 | 567 | 534 | |||||||
2.2% | 719 | 677 | 638 | 600 | 564 | |||||||
2.7% | 766 | 720 | 677 | 637 | 598 | |||||||
3.2% | 819 | 769 | 722 | 678 | 637 |
48
Main assumptions used in the valuation of PPSA | |
Sales Volume | º | Sales-volume calculation was based on a market model, according to information given by and discussed with the Company | |
º | Local-market sales volume based on statistical regression of historical data between PE and PP demand growth and local GDP growth | ||
º | Foreign-market sales volume is the difference between production and local-market sales volume, when relevant | ||
Price | º | Price per product according to CMAIs international market projected data adjusted to the local price, based on the Companys price history | |
Net Revenues | º | Calculated based on the volume of products sold multiplied by each products projected price | |
COGS | º | Cost calculation based on propenes projected price curve, in addition to other historical costs, according to information given by and discussed with the Company | |
Administrative, Sales and General Expenses |
º | Calculated as a percentage of revenues, according to information given by and discussed with the Company |
50
Main assumptions used in the valuation of PPSA (cont.) | |
Depreciation and Amortization |
º | Calculation based on new investments and existing fixed assets depreciation schedule, according to information given by and discussed with Braskem | |
CapEx | º | According to the Companys projections | |
Working Capital | º | Calculation based on current-asset and current-liability average term estimate, according to information given by and discussed with Braskem | |
Income Tax / Social Contributions |
º | Considers the Income Tax and Social Contribution effective rate of 34% | |
Terminal Value | º | No actual growth in perpetuity |
51
Sales Volume and Price | |
PP Sales Volume (thousand tons) |
PP Price1 (US$ / ton) |
Source: CMAI and Braskem
Note:
1 Weighted average prices between local and foreign markets
52
Financial Projections | |
Note:
1 COGS and Gross Income do not include depreciation and amortization
53
Free Cash Flow to Firm | |
Free Cash Flow (US$ MM) | |||||||||||||||||||||
US$ mm | 2008E | 2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | Perp. | ||||||||||
EBITDA | 25 | 39 | 59 | 59 | 72 | 121 | 139 | 136 | 122 | 116 | 104 | ||||||||||
(-) Depreciation and Amortization | (36) | (40) | (41) | (42) | (43) | (43) | (44) | (44) | (45) | (30) | (6) | ||||||||||
EBIT | (11) | (2) | 18 | 17 | 30 | 78 | 95 | 92 | 77 | 87 | 98 | ||||||||||
(-) Taxes | 0 | 0 | (6) | (6) | (10) | (26) | (32) | (31) | (26) | (29) | (33) | ||||||||||
NOPAT | (11) | (2) | 12 | 11 | 19 | 51 | 63 | 60 | 51 | 57 | 64 | ||||||||||
(+) Depreciation and Amortization | 36 | 40 | 41 | 42 | 43 | 43 | 44 | 44 | 45 | 30 | 6 | ||||||||||
(-) Investments | (84) | (5) | (15) | (5) | (5) | (5) | (5) | (6) | (6) | (6) | (6) | ||||||||||
(-) Change in Working Capital | (46) | (14) | (3) | (1) | (3) | (11) | (8) | (2) | 2 | 3 | (3) | ||||||||||
(=) Free Cash Flow | (106) | 20 | 34 | 47 | 54 | 78 | 93 | 97 | 92 | 84 | 62 |
Free Cash Flow (R$ MM) | |||||||||||||||||||||
R$ mm | 2008E | 2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | Perp. | ||||||||||
EBITDA | 44 | 73 | 114 | 117 | 144 | 246 | 288 | 287 | 261 | 254 | 230 | ||||||||||
(-) Depreciation and Amortization | (64) | (75) | (80) | (83) | (85) | (88) | (91) | (94) | (96) | (65) | (13) | ||||||||||
EBIT | (20) | (3) | 34 | 33 | 59 | 158 | 197 | 193 | 165 | 189 | 217 | ||||||||||
(-) Taxes | 0 | 0 | (12) | (11) | (20) | (54) | (67) | (66) | (56) | (64) | (74) | ||||||||||
NOPAT | (20) | (3) | 23 | 22 | 39 | 105 | 130 | 127 | 109 | 125 | 143 | ||||||||||
(+) Depreciation and Amortization | 64 | 75 | 80 | 83 | 85 | 88 | 91 | 94 | 96 | 65 | 13 | ||||||||||
(-) Investments | (151) | (9) | (29) | (10) | (11) | (11) | (11) | (12) | (12) | (13) | (13) | ||||||||||
(-) Change in Working Capital | (83) | (26) | (7) | (1) | (7) | (23) | (17) | (4) | 5 | 6 | (7) | ||||||||||
(=) Free Cash Flow | (190) | 37 | 67 | 94 | 107 | 159 | 193 | 205 | 198 | 183 | 137 |
54
Discount Rate WACC | |
The discount rate calculated for PPSA was of 10.00% in nominal US Dollars
Notes:
1 Based on 20-year US Treasurys last three months average Source: Bloomberg
2 Based on the last three months average of Brazil Global 27s spread on US Treasury equivalent - Source: Bloomberg
3 Based on the arithmetic mean of the historic difference between S&Ps return, in the last 50 years (1955-2004) Source: Ibbotson Associates Stocks, Bonds, Bills and Inflation
2004 Yearbook
4 Based on the arithmetic mean of comparable companies' unlevered betas of 0.83, adjusted by the Companys optimal capital structure. To calculate the beta, the following companies were considered: Sabic, Dow Chemical, Braskem, Nova Chemicals,
Westlake, and Reliance
5 Itaú BBAs estimate, for valuation purposes only
6 Effective tax rate of 34%
7 Itaú BBAs estimate
55
Sensitivity | |
Enterprise Value (US$ MM) |
G (nominal US$) | WACC (nominal US$ ) | ||||||||||||
9.5% | 9.8% | 10.0% | 10.3% | 10.5% | |||||||||
1.2% | 557 | 536 | 517 | 499 | 482 | ||||||||
1.7% | 579 | 557 | 536 | 516 | 498 | ||||||||
2.2% | 604 | 580 | 557 | 536 | 516 | ||||||||
2.7% | 632 | 606 | 581 | 558 | 536 | ||||||||
3.2% | 665 | 636 | 609 | 583 | 559 |
Implied Multiple (EV / EBITDA Normalized) |
G (nominal US$) | WACC (nominal US$ ) | ||||||||||||
9.5% | 9.8% | 10.0% | 10.3% | 10.5% | |||||||||
1.2% | 5.4x | 5.2x | 5.0x | 4.8x | 4.6x | ||||||||
1.7% | 5.6x | 5.4x | 5.2x | 5.0x | 4.8x | ||||||||
2.2% | 5.8x | 5.6x | 5.4x | 5.2x | 5.0x | ||||||||
2.7% | 6.1x | 5.8x | 5.6x | 5.4x | 5.2x | ||||||||
3.2% | 6.4x | 6.1x | 5.9x | 5.6x | 5.4x |
Economic Value (US$ MM) |
G (nominal US$) | WACC (nominal US$ ) | ||||||||||||
9.5% | 9.8% | 10.0% | 10.3% | 10.5% | |||||||||
1.2% | 385 | 364 | 345 | 327 | 310 | ||||||||
1.7% | 407 | 385 | 364 | 344 | 326 | ||||||||
2.2% | 432 | 408 | 385 | 364 | 344 | ||||||||
2.7% | 460 | 434 | 409 | 386 | 364 | ||||||||
3.2% | 494 | 464 | 437 | 411 | 387 |
Economic Value (R$ mm) |
G (nominal US$) | WACC (nominal US$ ) | ||||||||||||
9.5% | 9.8% | 10.0% | 10.3% | 10.5% | |||||||||
1.2% | 681 | 645 | 611 | 579 | 549 | ||||||||
1.7% | 720 | 681 | 645 | 610 | 577 | ||||||||
2.2% | 765 | 722 | 682 | 644 | 609 | ||||||||
2.7% | 815 | 768 | 725 | 684 | 645 | ||||||||
3.2% | 874 | 822 | 773 | 728 | 686 |
56
IQ: Valuation for Transactions Multiples | |
The multiples of Merger and Acquisition transactions of chemical product distributor companies were considered for the calculation of IQs equity value
58
Braskem Consolidated - Valuation Summary | |
Braskems Consolidated Economic Value was between R$9,033 and R$9,983 million, which means a per-share value between R$20.87 and R$23.07
Economic Value1 |
(R$ millions, except when otherwise noticed) | ||||||
100% | Braskems | Proportional | ||||
Economic Value | stake | Equity Value | ||||
Braskem Operacional | 6,374 | 100.0% | 6.374 | (1) | ||
Copesul | 3,602 | 39.2% | 1.411 | (2) | ||
IQ Consolidated | 2,189 | 60.0% | 1.314 | (3) = (4) + (5) | ||
IQ - Operacional | 140 | 100.0% | (4) | |||
IPQ Consolidated | 2,049 | 100.0% | (5) = (6) + (7) | |||
IPQ - Operacional | 638 | 100,0% | (6) | |||
Copesul | 3,602 | 39.2% | (7) | |||
PPSA | 682 | 60.0% | 409 | (8) | ||
Braskem - Total Economic Value | 9,508 | (1)+(2)+(3)+(8) | ||||
Economic Value Range | 9,033 | 9,983 | ||||
÷ # Braskem shares (thousand) | 432,838 | |||||
Price per Share1 | R$20.87 | R$23.07 | ||||
-5% | ________________ |
+5% | ||||
Note: | ||||||
1 Possible synergies that result from the Transaction are not considered, as described in appendix IV |
Equity Value |
(R$ million, except when otherwise noticed) | ||
Dec 31 2007 | ||
Braskems Net Equity | 5,845 | |
total of shares ex shares in treasury (thousand) | 432,838 | |
Equity Value per Share | R$13.50 |
Average Shares Price | ||
Announcement Date: | Nov 30 2007 | |
Average price between 11/30/2006 and 11/30/2007 | ||
ON Shares | BRKM3 | R$14.22 |
PNA Shares | BRKM5 | R$15.46 |
PNB Shares | BRKM6 | R$10.92 |
Average price between 11/30/2007 e 03/31/2008 | ||
ON Shares | BRKM3 | R$13.84 |
PNA Shares | BRKM5 | R$13.67 |
PNB Shares | BRKM6 | R$10.99 |
Note:
3 Average price during the twelve months previous to the announcement of the Transaction
60
Grust Holdings - Valuation Summary | |
Specifically for the Transactions purposes, Petrobras will transfer its interests in the petrochemical companies of Braskems controlled complexes to a holding called Grust Holdings
Economic Value1 |
(R$ million, except when otherwise noticed) | ||||||||
100% | Grust | Proportional | ||||||
Equity Value | Stake | Equity Value | ||||||
Copesul | 3,602 | 20.8% | 749 | (1) | ||||
IQ Consolidated | 2,189 | 40.0% | 876 | (2) = (3) + (4) | ||||
IQ - Operacional | 140 | 100.0% | (3) | |||||
IPQ Consolidated | 2,049 | 100.0% | (4) = (5) + (6) | |||||
IPQ - Operacional | 638 | 100,0% | (5) | |||||
Copesul | 3,602 | 39.2% | (6) | |||||
PPSA | 682 | 40.0% | 273 | (7) | ||||
Grust Holdings Economic Value Total | 1,897 | (1)+(2)+(7) | ||||||
Economic Value Range | 1,803 | 1,992 | ||||||
÷ # Grust shares (thousands) | 695,697 | |||||||
Price per Share | R$2.59 | R$2.86 | ||||||
-5% | _____________ |
+5% | ||||||
Note: | ||||||||
1 Grusts pro-forma stakes (see Note 9 page 3) of the Assets |
Considerations |
Grust Holdings S.A. (Grust Holdings) is a company 100% owned by Petroquisa that holds stakes only in petrochemical assets, which will be transferred by Petrobras and by Petroquisa to Braskem in the Transaction. |
The methodology used for Grust Holdings is the Sum- of-Parts valuation, considering the pro-forma stakes hold by Petrobras and Petroquisa of the Assets |
The Economic Value calculated for Grust Holdings is
between R$1,803 and R$1,992 million
62
I. Glossary of Terms and Definitions | |
CAGR | Compounded Average Growth Rate | |
CapEx | Capital Expenditures | |
EBIT | Earnings Before Interest and Taxes | |
EBTIDA | Earnings Before Interest, Taxes, Depreciation and Amortization | |
Equity Value | Economic Value | |
EV | Enterprise Value | |
WACC | Weighted Average Cost of Capital, or Discount Rate | |
G | Perpetual growth based on Gordon Model |
64
II. Calculation of the Companies Net Debts | |
Companies Net Debt and Contingencies on Dec/31/2007 (R$ million) |
Braskem Operacional | |
ST Financing | 446 |
LT Financing | 5,559 |
Pension Funds / Annuity | 20 |
Payable / (Receivable) Dividends | 236 |
Export Draft Binding | 0 |
Contingencies Provision | 25 |
Cash and Equivalents | (1,248) |
Net Debt and Contingencies | 5,038 |
Copesuls debt adjustment 2 | (844) |
Petroflex sale 3 | (251) |
Politenos acquisition last installment (earn-out) 3 | 248 |
Last payment to conclude the acquisition of the | |
Grupo Ipiranga Petrochemical Assets 3 | 633 |
Total Adjustments | (214) |
Adjusted Net Debt and Contingencies | 4,824 |
Copesul | |
ST Financing | 179 |
LT Financing | 1,528 |
Pension Funds / Annuity | 9 |
Payable / (receivable) Dividends | 106 |
Export Draft Binding | 148 |
Contingencies Provision | 12 |
Cash and Equivalents | (657) |
Net Debt and Contingencies | 1,323 |
Ipiranga Quimica - IQ Controladora | |
ST Financing | 94 |
LT Financing | 1 |
Pension Funds / Annuity | 2 |
Payable / (receivable) Dividends | (64) |
Contingencies Provision | 0 |
Cash and Equivalents | (20) |
Net Debt and Contingencies | 13 |
Ipiranga Petroquimica - IPQ Operacional | |
ST Financings | 118 |
LT Financings | 636 |
Pension Funds / Annuity | 5 |
Payable / (receivable) Dividends | 22 |
Export Draft Binding | 0 |
Contingencies Provision | 9 |
Cash and Equivalents | (118) |
Net Debt and Contingencies | 673 |
Petroquímica Paulínia - PPSA | |
ST Financing | 2 |
LT Financing | 450 |
Pension Funds / Annuity | 0 |
Payable / (receivable) Dividends | 0 |
Export Draft Binding | 0 |
Contingencies Provision | 0 |
Cash and Equivalents | (147) |
Net Debt and Contingencies | 304 |
Source: Companies Reports
Notes:
1 Provision for Contingencies are considered in the Companies balance sheet
2 Adjustment made on Braskems Net Debt, regarding the debt of Copesuls takeover, already signed in Copesuls net debt
3 Related to facts occurred after the base date, December 31, 2007, to reflect the effects and results of the corresponding operations, to allow its inclusion in the valuation results, as if such operations were concluded on December 31, 2007
65
III. Performance of Braskems Shares at Bovespa | |
Source: Bloomberg, as of March 31, 2008
66
IV. Potential Synergies of the Transaction | |
Given the present value of the Transactions synergies (Braskems estimate of up to US$1.1 billion)
Economic Value considering Potential Synergies |
Note:
1 Synergies value informed by Braskem (US$ 1.1 billion) converted by the exchange rate of Dec/31/2007
Considerations |
º The present value of the potential Synergies after the conclusion of the Transaction, according to Braskems estimate, can be of up to US$1.1 billion |
º The Synergies present value represents only an estimate of the Company on the Transactions potential results |
Braskems Economic Value would range between R$25.31 and R$27.98 per share
67
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 20, 2008
BRASKEM S.A. | |||
By: | /s/ Carlos José Fadigas de Souza Filho | ||
Name: | Carlos José Fadigas de Souza Filho | ||
Title: | Chief Financial Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will a ctually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.