(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___
Introduction | Free translation of the original | |
Important Notice | Valuation Report in Portuguese | |
Bradesco BBI S.A. (BBI ) was engaged by Braskem S.A. (Braskem) in order to prepare an independent valuation report (Valuation Report) of the following assets: Braskem and Petroquímica Triunfo S.A. (Triunfo, and together with Braskem hereinafter referred to as Companies) related to a possible incorporation of Triunfo by Braskem (Transaction), under the terms of article 227 of Law nº 6404 of December 15th, 1976, as amended (Brazilian Corporation Law) and other laws and applicable rules. The information below is relevant and should be carefully and fully observed:
This Valuation Report can only be used under the terms of the Brazilian Corporation Law, of the Brazilian Securities Exchange Commission (Comissão de Valores Mobiliários or CVM) instructions or of other applicable rules in order to provide subsides to be used in the Operation and must only be used by Braskem management, your Board of Directors and your General Meeting of Shareholders under the scope of the Transaction, and shall not be used or used as reference by any person to whom this Valuation Report was not directly destined, as referred above, or for any purpose other than those described herein
The base date of this Valuation Report is December 31st 2008; this Valuation Report is based on (collectively denominated Information):
(i) public information, financial surveys analyses and research, as well as
financial, economic and market
criteria that we considered relevant
(ii) analysis of the consolidated financial reports: (a) of Braskem, which also
includes Companhia Petroquímica do Sul S.A. (Copesul), iQ Soluções & Química S.A., previously denominated Ipiranga
Química S.A. (quantiQ), Ipiranga
Petroquímica S.A. (IPQ), Petroquímica Paulínia S.A. (PPSA), audited by KPMG Auditores Independentes
(KPMG) for the years ended on December 31st 2006, 2007 and 2008; (b) quantiQ, audited by PricewaterhouseCoopers for the years ended on December 31st
2006, 2007 and 2008 and (c) of Triunfo, audited by KPMG
Auditores Independentes for the years ended on December 31st 2006, 2007 and 2008
(iii) analysis of other information provided by Braskem, including the report prepared by
Chemical Market Associates, Inc.
(CMAI) with prices projections for the main products and raw materials commercialized by
Braskem
(iv) verification on the Informations consistency and discussions with the management of Braskem about the
business outlooks for the Companies
The Valuation Report did not include an independent verification of the data and the Information and we have assumed that all Information used in this Valuation Report is true, precise and complete in all the relevant matters, so this Valuation Report does not count as an audit according to the generally accepted accounting principles. No relevant information related to our scope of work was kept undisclosed 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 about 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. Although the analyses and results presented herein are based in future projections, this Valuation Report is not indicative, in any level or form, of any real future results which can be higher or lower from those presented herein. 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
As a result of the limitations mentioned above, we do not nor will make any expressed or implicit representation or declaration in relation with the truthfulness or integrity of any Information used in the preparation of this Valuation Report. Should any of the assumptions related above not be confirmed, or if anyhow, the Information proves incorrect, incomplete or inaccurate, our conclusions might differ materially
2 | Strictly Private and Confidential |
Introduction | Free translation of the original | |
Important Notice | Valuation Report in Portuguese | |
The preparation of a financial analysis is a complex process which involves several definitions related to the more appropriate and relevant financial analysis methodologies as well as to the application of such methodologies. We reached a final conclusion based on the results of the analysis made, considered as a whole, and we did not reach conclusions based on, or related to, any of the factors or methods of our analysis taken separately. Consequently, we believe our analysis must be considered as a whole and that any selection of parts of our analysis and specific factors, without considering our analysis and our conclusions as a whole, may result in an incomplete or incorrect understanding of the processes used for the purpose of our analyses and conclusions
This Valuation Report only indicates an estimate, following our own criteria, of the value derived from the application of the valuation methodologies (i) discounted free cash flow and (ii) comparable precedent transactions multiples, selected based on the level of information obtained. These methodologies are commonly used in financial valuations of companies, even in operations involving public companies, and does not analyze any other aspect or implication of the Transaction or any future contract or agreement reached in relation to the Transaction. We do not express any opinion related to the issuance price of the shares to be issued as a result of the Transaction or the value at which the shares of the Companies will be traded in the stock 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 merit s 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
Our Valuation Report is necessarily based on Information that was provided to us on this date and considering market, economic and other conditions as they present themselves and as they may be assessed as of this date. Although future events and other developments may affect the conclusions presented in this Valuation Report, we do not have any obligation to update, review, rectify or revoke this Valuation Report, in whole or in part, as a result of any future development or for any reason whatsoever
This Valuation Report is exclusively addressed to Braskem and it is not intended to the commercial decision of the Companies in doing the Transaction nor as a recommendation to any shareholder or member of board of directors of the Companies on how to act or/and vote in any matter related to the Transaction. Each shareholder should take their own conclusions in respect of the convenience and acceptance of the Transaction
Our analyses does not differentiate classes or types of shares of each Companies, when and if applicable, and does not include operating, fiscal or any other nature of benefits or losses, including any eventual goodwill, or any synergy, incremental value and/or costs, in case they exist, resulting from the conclusion of the Transaction, should it occur, or any other operation. The valuation also does not take into consideration eventual operating and financial benefits or losses that may occur after the conclusion of the Transaction as a result of commercial changes in the existing businesses
Braskem and its management did not (i) interfere with, limit or difficult, in any manner whatsoever, our access, utilization or knowledge of working information, documents or methodologies relevant to the quality of the analysis presented in this Valuation Report, (ii) determine the methodologies used in the preparation of this Valuation Report, or (iii) restrict, in any manner whatsoever, our capacity to determine the conclusions presented in an independent manner in this Valuation Report
3 | Strictly Private and Confidential |
Introduction | Free translation of the original | |
Important Notice | Valuation Report in Portuguese | |
We provided, from time to time, in the past, investment banking, financial and banking services in general and other financial services to the Companies, for which we have been remunerated, and we may in the future provide such services to the Companies, for which we expect to be remunerated. We and our affiliates provide a variety of financial services and other services related to securities, brokerage and investment banking. In the course of these activities, we may acquire, hold or sell, acting for our proprietary interest and for the interests of our clients, shares, debt instruments and other securities and financial instruments (including bank loans and other obligations) of the Companies, as well as provide investment banking services and other financial services to these Companies, their controllers or controlled companies. Additionally, the professionals involved with securities research and other divisions of Bradesco Organization may base their analyses and publications on different operational and market assumptions, and in different analyses methodologies when compared with those employed in the preparation of this Valuation Report. Consequently, the research reports and other publication prepared by them may include results and conclusions different from those presented herein, considering that these analyses and the valuation reports were prepared by independent analysts without any connection with the professionals which participated in the preparation if this Valuation Report. We adopt policies and procedures to preserve the independence of our securities analysts, which may have different perceptions than those of our investment banking department. We also adopt policies and procedures to preserve the independence between our investment banking department and the other areas and departments of BBI and other companies of the Bradesco Organization including, but not limited to, the asset management department, proprietary stocks, debt instruments, securities and other financial instruments trading desks
We did not provide accounting, auditing, legal, tax or fiscal services related to this Valuation Report
This Valuation Report was prepared in Portuguese and English, but the Portuguese version shall always prevail. BBI does not assume any obligation and/or responsibility for updating, revising, or reassuring the result of this Valuation Report based on circumstances, development and/or events occurring after the date of its completion
The financial calculations presented in this Valuation Report might not always lead to precise results as a consequence of rounded numbers
São Paulo, March 31st 2009
Signatures: |
4 | Strictly Private and Confidential |
Content | Free translation of the original | |
Valuation Report in Portuguese | ||
I. Executive Summary | 6 | ||
II. BBI Information | 9 | ||
III. Companies Description | 13 | ||
IV. Valuation Methodologies | 17 | ||
V. Braskem Valuation | 20 | ||
VI. Triunfo Valuation | 28 | ||
Appendix | 35 | ||
I. Glossary | 36 | ||
II. Net Debt Calculations | 40 |
5 | Strictly Private and Confidential |
Executive Summary | Free translation of the original | |
Valuation Report Considerations | Valuation Report in Portuguese | |
Braskem, Petrobras S.A. (Petrobras), Petrobras Química S.A. (Petroquisa) and Odebrecht S.A. signed an agreement in 2007 to consolidate the Brazilian chemical industry by integrating petrochemical assets into Braskem
The following assets of Petrobras and Petroquisa were part of the agreement: Companhia Petroquímica do Sul (Copesul), Ipiranga Química, currently denominated iQ Soluções & Química (quantiQ), Ipiranga Petroquímica (IPQ), Petroquímica Paulínia (PPSA) and Triunfo; with the exception of Triunfo, the other interests were incorporated by Braskem in September 2008
Due to the operational differences, the petrochemical assets consolidated into Braskem (Copesul, IPQ, PPSA and Braskem, jointly denominated Braskem Operational) and the commercial operation of wholesale distribution of chemicals explored by quantiQ will be valuated separately; the sum of the values of Braskem Operational and quantiQ results in the value of Braskem
The discounted cash flow methodology (DCF) was applied to value Braskem Operational and Triunfo; quantiQ was valued using multiples of precedent transactions and comparable companies (EBITDA Multiples)
The DCF allows the analysis of the operational future results of Braskem Operational and Triunfo, and is the most appropriate methodology to determine the range of economic value for Braskem Operational and Triunfo. The DCF took into account the following items:
Operational forecasts prepared by Braskem
Projection period from 12/31/2008 to 12/31/2018
Macroeconomic projections from the Economic Research Department (DEPEC) of Bradesco as of 03/23/2009
US$ nominal discount rate of 11.69% for Braskem and 12.12% for Triunfo
Terminal value of Braskem Operational and Triunfo considering a nominal perpetuity growth in dollars of 2.5%
Industry studies, including CMAI report with the price projections of essential petrochemicals and products commercialized by the Companies and market information about comparable companies
In this report, BBI presents the valuation of the existing operations of Braskem and Triunfo, under the terms of CVM Instruction 319/99
7 | Strictly Private and Confidential |
Executive Summary | Free translation of the original | |
Valuation Summary | Valuation Report in Portuguese | |
The enterprise value of Braskem is in the range of R$ 17,155 million and R$ 18,972 million; considering the net debt and equivalents as of 12/31/2008, the value of equity (Equity Value) is in the range of R$ 8,584 million and R$ 9,488 million
The enterprise value of Triunfo is in the range of R$ 266 million and R$ 294 million; considering the net debt and equivalents as of 12/31/2008, the value of equity (Equity Value) is in the range of R$ 225 million and R$ 249 million
Company | Valuation Methodology |
WACC (US$ nominal) |
Enterprise Value (R$ million)2 |
Equity Value (R$ million)2 |
# Shares4 (in million) |
Share Price (R$) |
||||||
Braskem Operational 1 | Discounted Cash Flow | 11.69% | 16,844 18,617 | - | - | - | ||||||
quantiQ | EBITDA Multiples | - | 310 355 | - | - | - | ||||||
Sum of the Parts 3 | - | 17,155 18,972 | 8,584 9,488 | 507.5 | 16.91 18.69 | |||||||
Discounted Cash Flow | 12.12% | 266 294 | 225 249 | 63.6 | 3.54 3.92 | |||||||
Notes: | (1) Does not include quantiQ | |
(2) Range based on a 5% above and below the valuation average point, except quantiQ (see page 26) | ||
(3) Braskem Operational plus quantiQ | ||
(4) Information obtained from Braskem and Triunfo financial results at 12/31/2008 |
8 | Strictly Private and Confidential |
BBI Information | Free translation of the original | |
Credentials | Valuation Report in Portuguese | |
BBI presents below its qualifications as financial advisor in merger, acquisition and tender offer transactions in the Brazilian market:
Year | Client | Country | Counterpart | Transaction | Industry | |||||
2009 | Agra | Brazil | Abyara | Acquisition of a majority stake | Real state | |||||
2008 | FIP Multi Setorial Plus | Brazil | Haztec | Acquisition of a minority stake | Environmental consulting | |||||
2008 | Bertin | Brazil | Leco / Vigor | Tender Offer | Food | |||||
2008 | Alesat | Brazil | Repsol Brasil | Acquisition of the company | Oil and gas | |||||
2008 | Banco Bradesco S.A. | Brazil | Ágora Corretora de Valores Mobiliários | Acquisition of a majority stake | Financial services | |||||
2008 | Alesat | Brazil | Polipetro | Acquisition of the company | Oil and gas | |||||
2008 | Odebrecht Engenharia Ambiental | Brazil | Citágua - Águas de Cachoeiro S.A. | Acquisition of the company | Water and sewage | |||||
2008 | Bovespa | Brazil | BM&F | Merger | Financial services | |||||
2008 | American Banknote S.A. | Brazil | Interprint Ltda. | Acquisition of a majority stake | Financial services and printing | |||||
2008 | AMC Têxtil Ltda | Brazil | Grupo TF Modas | Acquisition of the company | Textiles and luxury brands | |||||
2008 | Odebrecht Engenharia Ambiental | Brazil | ECOSAMA | Acquisition of the company | Water and sewage | |||||
2008 | Banco Bradesco S.A. | Brazil | Mediservice | Acquisition of a majority stake | Healthcare | |||||
2008 | BR Petrobras | Brazil | Suzano Petroquímica S.A. | Tender Offer | Petrochemicals | |||||
2007 | Ultrapar S.A. | Brazil | RIPI | Tender Offer | Petrochemicals | |||||
2007 | Ultrapar S.A. | Brazil | Petróleo Ipiranga | Tender Offer | Petrochemicals | |||||
2007 | Ultrapar S.A. | Brazil | DPPI | Tender Offer | Petrochemicals | |||||
2007 | Brascan Shopping Center | Brazil | Grupo Victor Malzoni | Acquisition of a majority stake | Real state | |||||
2007 | Cia Melhoramentos S.A. | Brazil | CCDI Camargo Correa | Acquisition of real state assets | Real state | |||||
2007 | Controlling Shareholders | Brazil | Serasa | Sale of the company | Financial services | |||||
2007 | CPM S.A. | Brazil | Braxis S.A. | Merger | IT | |||||
2007 | Louis Dreyfus Commodities S.A. | Brazil | Grupo Tavares de Melo | Acquisition of sugar and ethanol business | Agribusiness | |||||
10 | Strictly Private and Confidential |
BBI Information | Free translation of the original | |
Qualification of the Professionals Responsible for this Valuation Report | Valuation Report in Portuguese | |
Bruno Boetger Managing Director |
Mr. Bruno Boetger joined Bradesco BBI in 2007 and is a managing director in BBIs Investment Banking, where he is responsible for the oil and gas, steel and mining and chemical products sectors. Bruno has 13 years of Investment Banking experience, primarily in M&A. Between 2005 and 2006, Bruno used to be Head of M&A for Latin America at Citigroup in New York. He was also an Investment Banker at Salomon Smith Barney. He has a BA in Business from Fundação Getulio Vargas and MBA from Cornell University |
|
Jaime Cardoso Superintendent, M&A M&A |
Mr. Jaime Cardoso joined Bradesco BBI in April 2008. Previously, he worked at Citigroup Global Markets Inc. since August 2000, where he was vice president and then director of M&A. He was responsible for origination and execution of transactions in Latin America including Brazil. Coordinated advice to various industries and sectors, including industry, consumer, retail, energy, telecommunications and industrial. He worked at Salomon Smith Barney, where he executed multiple transactions of M&A, IPO and structuring of debts. Other experiences include working as an economist at the IMF |
|
Antonio Rogério Ferreira Superintendent, M&A |
Mr. Antonio Rogério is a Vice President at Bradesco BBI, where he is responsible for mergers, acquisitions, and corporate restructurings transactions. Mr. Ferreira joined Bradesco in 2003, his transactions included deals in the petrochemical, oil & gas, infrastructure, media, textile, pharmaceutical and agribusiness sectors. Rogério worked at the BBVA, Gerdau, KPMG and at Century. During this 15-year period, Rogério performed feasibility studies and valuation models. Additionally, he also worked as an advisor in the privatization program in the energy sector (CESP, Elektro, Tietê and Paranapanema), in the banking sector (BANEB), and in the water and sewage sector (Cosama). He has a BS in Mechanical Engineering FAAP and MBA emphasis in Finance - USP |
|
Henrique Cantagesso Analyst |
Mr. Henrique Cantagesso is an Analyst in the Bradesco BBI investment banking division, where he executes M&A, equity and project finance transactions. Mr. Cantagesso joined Bradesco in 2006. Mr. Cantagesso main deals include two M&A transaction and a project finance structure in sewage service sector. Currently, he is working in another M&A in the petrochemical sector. He has a BA in Business from Fundação Getulio Vargas |
11 | Strictly Private and Confidential |
BBI Information | Free translation of the original | |
BBI´s Statement | Valuation Report in Portuguese | |
Under the terms of CVM Instruction N° 319 as of December 03rd 1999, BBI makes the following statements:
We do not hold or has under management any kind of participation in the Companies
We do not own any direct or indirect interest in the Companies or in the Transaction which may constitute a conflict of interest or which reduces our independence in preparing this Valuation Report
The controlling shareholders or the management of the Companies did not interfere with, limit or difficult, in any manner whatsoever, our access, utilization or knowledge of working information, goods, documents or methodologies relevant to the quality of the respective conclusions
The internal process of BBI to approve a valuation report involves the following steps:
(i) discussion among the members of the team involved in the Transaction over the methodology and assumptions to be adopted in the valuation of the Companies
(ii) after the report preparation and revision by the team involved in the Transaction, it is submitted to an internal committee for a revision and approval; this committee is formed by at least two investment bank directors and one representative of BBI legal department
12 | Strictly Private and Confidential |
Companies Description | Free translation of the original | |
Braskem S.A. | Valuation Report in Portuguese | |
Overview
Braskem is the leading Latin American company in the thermoplastic resins market and the third largest petrochemical company in the Americas. Its production capacity is approximately 11 million tons per year across 18 industrial complexes
Company operations are divided into three main units:
Basic Products: production, primarily, of ethylene and propylene (first generation petrochemicals)
Vinyls: production of PVC, Solvents, Soda and EDC
Polyolefin: production of polypropylene (PP) and polyethylene (PE)
Financial Highlights
R$ million | 2006 | 2007 1 | 2008 1 | |||
Net Revenues | 16,969 | 17,642 | 17,960 | |||
Growth % | 4.0% | 1.8% | ||||
EBITDA | 3,023 | 2,896 | 2,418 | |||
EBITDA Margin % | 17.8% | 16.4% | 13.5% | |||
Net Income | 117 | 622 | (2,492) | |||
Net Margin % | 0.7% | 3.5% | n.a | |||
Total Assets | 16,304 | 20,781 | 22,702 | |||
Shareholders Equity | 4,312 | 5,679 | 3,680 | |||
Net (Cash) Debt and Equivalents | 4,769 | 6,123 | 9,027 | |||
Source: Consolidated financial annual reports of Braskem
Notes: | (1) Consolidated financial annual reports of Braskem, including IPQ, quantiQ, PPSA and Copesul | |
(2) Controlling shareholders | ||
(3) Does not include condensate processing and quantiQ sales | ||
(4) BTX - Benzene, Toluene, Ortoxylene and Paraxylene | ||
Source: Braskem S.A. |
14 | Strictly Private and Confidential |
Companies Description | Free translation of the original | |
quantiQ | Valuation Report in Portuguese | |
Overview
quantiQ was founded in 1991 as part of the group Empresas Petróleo Ipiranga
quantiQ is the leading company in the distribution of chemical and petrochemical products in Brazil
The logistics structure of quantiQ is comprised of eight Distribution Centers in the states of São Paulo, Rio Grande do Sul, Paraná, Rio de Janeiro, Bahia and Pernambuco
Company operations are divided into three main units:
Lifescience: distribution of special chemicals to cosmetics, pharmaceutical, human and animal nutrition industries
Chemicals: distribution of oils, solvents, intermediary chemicals, additives for lubricants, polymers and special chemicals
Products and Services: storage and handling of chemical and petrochemical materials, blending, logistics for supply and distribution, laboratory analysis and application of products, environmental services and recovery of solvents
Braskem holds, direct or indirectly, 100% of quantiQ
Financial Highlights
R$ Million | 2006 | 2007 | 2008 | |||
Net Revenues | 450 | 500 | 602 | |||
Growth % | - | 11.1% | 20.4% | |||
EBITDA | 23 | 19 | 44 | |||
EBITDA Margin % | 5.1% | 3.8% | 7.4% | |||
Net Income | 211 | 229 | 361 | |||
Net Margin % | 46.9% | 45.8% | 60.0% | |||
Total Assets | 774 | 1,007 | 216 | |||
Shareholders Equity | 589 | 818 | 96 | |||
Net (Cash) Debt | 105 | 83 | 7 | |||
Source: Consolidated financial annual reports of quantiQ
Source: quantiQ
15 | Strictly Private and Confidential |
Companies Description | Free translation of the original | |
Petroquímica Triunfo S.A. | Valuation Report in Portuguese | |
Overview
Petroquímica Triunfo was created in 1979 and it is located at the Pólo Petroquímico de Triunfo in the state of Rio Grande do Sul
The industrial plant consists of two units with polyolefins, EVA and petrochemical products and has an installed capacity of approximately 160 thousand tons per year
Since 2004 Triunfo has been under Petroquisas (that belongs to Petrobras Group) control and has the private company Petroplastic Ltda. as a shareholder
Triunfo concentrates the majority of its sales to the transformation industry in the domestic market while the rest is exported to Mercosul and other countries
Financial Highlights
R$ Million | 2006 | 2007 | 2008 | |||
Net Revenues | 502 | 559 | 582 | |||
Growth % | 11.2% | 4.2% | ||||
EBITDA | 33 | 75 | 70 | |||
EBITDA Margin % | 6.6% | 13.4% | 12.0% | |||
Net Income | 38 | 50 | 35 | |||
Net Margin % | 7.5% | 8.9% | 6.0% | |||
Total Assets | 167 | 187 | 213 | |||
Shareholders Equity | 82 | 82 | 118 | |||
Net (Cash) Debt and Equivalents | 14 | 15 | 43 | |||
Source: Consolidated financial annual reports of Triunfo |
Note: | (1) Does not consider treasury shares (0.34% of the total) |
Source: Triunfo |
16 | Strictly Private and Confidential |
Valuation Methodologies | Free translation of the original | |
DCF (Braskem Operational and Triunfo) and EBITDA Multiples (quantiQ) | Valuation Report in Portuguese | |
Discounted Cash Flow and EBITDA Multiples
Braskem Operational (DCF) and quantiQ Soluções & Química (Multiples)
Discounted Cash Flow
Triunfo
Note: (1) Does not include quantiQ
18 | Strictly Private and Confidential |
Discounted Cash Flow | Free translation of the original | |
Valuation Macroeconomics Assumptions | Valuation Report in Portuguese | |
Macroeconomics Projections
2006 | 2007 | 2008 | 2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | 2018E | ||||||||||||||
Exchange Rate | ||||||||||||||||||||||||||
US$ End of Period | 2.15 | 1.77 | 2.34 | 2.20 | 2.10 | 2.20 | 2.26 | 2.31 | 2.37 | 2.42 | 2.47 | 2.52 | 2.55 | |||||||||||||
US$ Average of Period | 2.18 | 1.95 | 1.87 | 2.33 | 2.15 | 2.15 | 2.23 | 2.29 | 2.35 | 2.40 | 2.44 | 2.49 | 2.54 | |||||||||||||
Inflation Rate | ||||||||||||||||||||||||||
IPCA | 3.1% | 4.5% | 5.9% | 4.0% | 4.5% | 4.0% | 4.0% | 4.0% | 4.0% | 3.5% | 3.5% | 3.5% | 3.5% | |||||||||||||
IGP-M | 3.8% | 7.7% | 9.8% | 2.5% | 4.5% | 4.4% | 4.0% | 3.8% | 3.8% | 3.5% | 3.5% | 3.5% | 3.5% | |||||||||||||
CPI | 2.6% | 4.1% | 0.8% | -1.0% | 2.5% | 3.5% | 2.0% | 2.0% | 2.0% | 2.0% | 2.0% | 2.0% | 2.0% | |||||||||||||
GDP | ||||||||||||||||||||||||||
Real Growth (%) | 3.7% | 5.7% | 5.1% | 0.6% | 3.5% | 3.1% | 3.8% | 4.3% | 4.5% | 4.5% | 4.5% | 4.5% | 4.5% |
Source: Bradescos DEPEC projections as of 03/23/2009
19 | Strictly Private and Confidential |
Braskem Operational Valuation | Free translation of the original | |
Sales Volume and Average Price | Valuation Report in Portuguese | |
Assumptions
Did not consider, conservatively, production capacity expansions
Domestic Market:
Polyolefins and PVC: projected sales volume based on the elasticity between the demand growth for resins and national GDP growth (Average of the 15 last years)
Vinyls (excludes PVC) and Basic Products: maintenance of the volume sold in 2008, considering the installed capacity and its utilization rate
External Market: difference between the production and volume sold in the domestic market, if any
Assumptions
Domestic market:
Polyolefins and PVC: prices calculated based on the CMAI projected data by product in the international market, adjusted by the historical performance of the domestic market, taking into account factors such as freight, insurance, service margin among others
Vinyls (excludes PVC) and Basic Petrochemicals: Considers the price by products in accordance with CMAI projected data for the international market, adjusted by local price, which is based on the Braskem historical price
External market: price calculation based on CMAI projected data, adjusted by the historical relationship between Braskem prices in the external market and the effective prices in the international market
Notes: | (1) Does not consider quantiQ | |
(2) Weighted average price among the internal and external markets |
21 | Strictly Private and Confidential |
Braskem Operational Valuation | Free translation of the original | |
Net Revenue, COGS and EBITDA | Valuation Report in Portuguese | |
Assumptions
Nafta average price (Braskem main raw material), was calculated based on CMAI projected data in the international market, adjusted by the price paid by Braskem and the effective average price in the international market
Other production costs were projected based on Braskems historical data
Sales expenses calculated as a percentage of the net revenue and based on Braskem historical data (2008)
General and administrative expenses linked to the CPI
Notes: | (1) Does not consider quantiQ | |
(2) Does not include depreciation |
22 | Strictly Private and Confidential |
Braskem Operational Valuation | Free translation of the original | |
Free Cash Flow | Valuation Report in Portuguese | |
FCF¹ (US$ million) | ||||||||||||||||||||
2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | 2018E | |||||||||||
EBIT | 383.9 | 380.1 | 302.1 | 491.4 | 747.8 | 971.8 | 1,240.8 | 1,083.2 | 782.4 | 649.5 | ||||||||||
(-) Taxes2 on EBIT | (69.7) | (69.0) | (54.9) | (89.2) | (135.8) | (231.3) | (394.8) | (368.3) | (266.0) | (220.8) | ||||||||||
NOPLAT | 314.2 | 311.0 | 247.3 | 402.1 | 612.0 | 740.5 | 845.9 | 714.9 | 516.4 | 428.6 | ||||||||||
(+) Depreciation / Amortization | 620.8 | 655.7 | 694.0 | 733.5 | 773.7 | 700.5 | 661.2 | 704.5 | 749.0 | 794.6 | ||||||||||
Gross Cash Flow | 935.0 | 966.8 | 941.3 | 1,135.6 | 1,385.7 | 1,441.0 | 1,507.1 | 1,419.4 | 1,265.3 | 1,223.2 | ||||||||||
(-) CAPEX3 | (323.3) | (374.2) | (392.4) | (396.5) | (407.6) | (417.7) | (426.9) | (439.2) | (450.4) | (461.9) | ||||||||||
(-) Working Capital4 | (285.4) | 367.2 | 102.1 | (68.8) | (0.9) | (39.3) | 42.9 | 8.0 | 14.4 | 34.4 | ||||||||||
(=) FCL - Free Cash Flow | 326.4 | 959.7 | 651.1 | 670.3 | 977.2 | 984.0 | 1,123.1 | 988.2 | 829.3 | 795.7 | ||||||||||
FCF¹ (R$ million5) | ||||||||||||||||||||
2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | 2018E | |||||||||||
EBIT | 895.9 | 815.5 | 650.8 | 1,096.7 | 1,711.8 | 2,279.5 | 2,974.6 | 2,648.3 | 1,950.8 | 1,647.0 | ||||||||||
(-) Taxes2 on EBIT | (162.7) | (148.1) | (118.2) | (199.1) | (310.8) | (542.5) | (946.6) | (900.4) | (663.3) | (560.0) | ||||||||||
NOPLAT | 733.2 | 667.4 | 532.6 | 897.5 | 1,401.0 | 1,736.9 | 2,028.0 | 1,747.9 | 1,287.5 | 1,087.0 | ||||||||||
(+) Depreciation / Amortization | 1,448.8 | 1,407.0 | 1,495.1 | 1,637.1 | 1,771.1 | 1,643.1 | 1,585.1 | 1,722.4 | 1,867.4 | 2,015.0 | ||||||||||
Gross Cash Flow | 2,182.0 | 2,074.5 | 2,027.7 | 2,534.6 | 3,172.0 | 3,380.1 | 3,613.1 | 3,470.3 | 3,155.0 | 3,102.0 | ||||||||||
(-) CAPEX3 | (754.4) | (803.0) | (845.2) | (885.0) | (933.0) | (979.7) | (1,023.4) | (1,073.7) | (1,123.0) | (1,171.3) | ||||||||||
(-) Working Capital4 | (665.9) | 787.9 | 220.0 | (153.5) | (2.0) | (92.2) | 102.9 | 19.5 | 35.9 | 87.2 | ||||||||||
(=) FCL - Free Cash Flow | 761.7 | 2,059.3 | 1,402.5 | 1,496.1 | 2,237.0 | 2,308.2 | 2,692.6 | 2,416.0 | 2,067.8 | 2,017.9 | ||||||||||
Notes: | (1) Does not consider quantiQ | |
(2) Consider credits and fiscal benefits for income tax until 2013 and, conservatively, the payment of 9.0% of CSLL during the whole projection period | ||
(3) Investments in CAPEX projected based on information obtained from Braskem to meet maintenance expenditures and maintenance shutdowns | ||
(4) Consider the average turnover of the main working capital accounts for the past years | ||
(5) Figures converted to US dollar using the average exchange rate for each year and based on DEPECs projection (see page 19) |
23 | Strictly Private and Confidential |
Braskem Operational Valuation | Free translation of the original | |
WACC Calculation | Valuation Report in Portuguese | |
WACC Calculation
Comments | ||||
Risk Free Rate - Rf | 3.01% | Equal to the average yield of the US Treasury 10 years bond between 09/23/2008 - 03/23/2009 | ||
Adjusted Beta - ß | 1.29 | Betas for comparables companies were delevered, resulting in an unlevered beta of 0.82, relevered based on the target capital structure | ||
USA - Market Risk Premium (%) - MRP | 5.50% | Average annual spread between the S&P 500 and US T-Bond (last 55 years) | ||
Brazil Risk - Z | 4.45% | Equal to the average of Brazil country risk premium based on Emerging Market Bond Index between 09/23/2008 - 03/23/2009 | ||
Equity Cost = Ke | 14.58% | = Risk Free Rate + (Beta x USA - Mkt Risk Premium) + Country Risk | ||
Debt Cost in US$ | 11.64% | Braskem cost of debt based on the average yield of its Bond issued in may/2008 between 09/23/2008 - 03/23/2009 | ||
Effective Tax Rate1 | 29.97% | Consider the credits and fiscal benefits for the IR tax up to 2013 and CSLL of 9.00% | ||
Nominal Debt Cost = Kd X (1 - T) | 8.15% | = Cost of Debt Net of IR/CS | ||
Equity Value / Firm Value = E | 55.00% | Target Structure informed by Braskem | ||
Net Value / Firm Value = D | 45.00% | |||
Nominal WACC in US$ | 11.69% | = (E x Ke) + (D x (Kd x (1 - T)) | ||
Note: | (1) Consider the average tax paid by Braskem on the projection period (2009 2018) |
Source: Bloomberg as of 03/23/2009 and Ibbotson |
24 | Strictly Private and Confidential |
Braskem Operational Valuation | Free translation of the original | |
Braskem Operational Enterprise Value DCF Analysis | Valuation Report in Portuguese | |
Sensitivity Analysis¹ (US$ million)
Perpetuity Growth (g) | WACC Nominal in US$ | |||||||||||
12.09% | 11.89% | 11.69% | 11.49% | 11.29% | ||||||||
2.10% | 7,189 | 7,321 | 7,459 | 7,603 | 7,753 | |||||||
2.30% | 7,244 | 7,380 | 7,522 | 7,669 | 7,823 | |||||||
2.50% | 7,302 | 7,442 | 7,587 | 7,738 | 7,896 | |||||||
2.70% | 7,363 | 7,506 | 7,655 | 7,810 | 7,973 | |||||||
2.90% | 7,426 | 7,573 | 7,726 | 7,886 | 8,053 |
Sensitivity Analysis 1 (R$ million 2)
Perpetuity Growth (g) | Nominal WACC in US$ | |||||||||||
12.09% | 11.89% | 11.69% | 11.49% | 11.29% | ||||||||
2.10% | 16,800 | 17,110 | 17,433 | 17,769 | 18,118 | |||||||
2.30% | 16,930 | 17,248 | 17,579 | 17,923 | 18,282 | |||||||
2.50% | 17,066 | 17,391 | 17,731 | 18,084 | 18,453 | |||||||
2.70% | 17,207 | 17,541 | 17,890 | 18,253 | 18,633 | |||||||
2.90% | 17,355 | 17,698 | 18,056 | 18,430 | 18,820 |
Note: | (1) Does not consider quantiQ | |
(2) Exchange rate of R$ 2.34 per dollar as of 12/31/2008 |
25 | Strictly Private and Confidential |
quantiQ Valuation | Free translation of the original | |
quantiQ Enterprise Value by EBITDA Multiples | Valuation Report in Portuguese | |
Comparable Companies Multiples1 (local currency in $ million) | ||||||||||||
Company | Country | Currency | Market Cap | Enterprise Value (EV) | EBITDA 2008 | EV / EBITDA 2008 | ||||||
Genuine Parts | EUA | USD | 4,825 | 5,326 | 889 | 6.0x | ||||||
United Stationers | EUA | USD | 650 | 1,302 | 236 | 5.5x | ||||||
Pool Corp | EUA | USD | 657 | 969 | 129 | 7.5x | ||||||
Uni-Select | Canada | CAD | 521 | 768 | 92 | 8.3x | ||||||
Mean | 6.8x | |||||||||||
Comparable Transaction Multiples
Transaction Date |
Target | Acquirer | Enterprise Value (EV) (US$ million) |
EV / EBITDA LTM |
||||
Feb/2001 | Ellis & Everard |
Koninklijke Vopak |
443 | 6.1x | ||||
Apr/2001 | Int´l Mueller Chemical |
NIB Capital Private Equity |
173 | 8.8x | ||||
Apr/2007 | Chemcentral Corporation |
Univar USA, Inc |
650 | 9.3x | ||||
Mean | 8.1x | |||||||
Valuation Summary (R$ million)
Valuation by EBITDA Multiples | ||||
EBITDA 2008 quantiQ | 44.3 | |||
Range of Multiples | 7.0x | 8.0x | ||
Enterprise Value | 310.4 | 354.8 | ||
Notes: | (1) Bloomberg as of 03/25/2009 | |
(2) LTM = Last twelve months | ||
Source: Bloomberg and Braskem |
26 | Strictly Private and Confidential |
Braskem Valuation | Free translation of the original | |
Braskem Valuation (Braskem Operational and quantiQ) | Valuation Report in Portuguese | |
DCF Valuation Summary (US$ million) | ||||||
Min. | Average Point | Max. | ||||
Braskem Operational ¹ | 7,207.6 | 7,587.0 | 7,966.3 | |||
(+) quantiQ | 132.8 | 142.3 | 151.8 | |||
`= Enterprise Value | 7,340.4 | 7,729.3 | 8,118.1 | |||
(-) Net Debt (12/31/2008)2 | 3,862.8 | |||||
Equity Value ¹ | 3,673.1 | 3,866.5 | 4,059.8 | |||
Shares Outstanding (million) | 507.5 | 507.5 | 507.5 | |||
Price per Share (US$) | 7.24 | 7.62 | 8.00 | |||
Sensitivity Analysis 3 (US$ / share)
Perpetuity Growth (g) | Nominal WACC in US$ | |||||||||||
12.09% | 11.89% | 11.69% | 11.49% | 11.29% | ||||||||
2.10% | 6.83 | 7.09 | 7.37 | 7.65 | 7.94 | |||||||
2.30% | 6.94 | 7.21 | 7.49 | 7.78 | 8.08 | |||||||
2.50% | 7.06 | 7.33 | 7.62 | 7.92 | 8.23 | |||||||
2.70% | 7.18 | 7.46 | 7.75 | 8.06 | 8.38 | |||||||
2.90% | 7.30 | 7.59 | 7.89 | 8.21 | 8.54 |
DCF Valuation Summary (R$ million4) | ||||||
Min. | Average Point | Max. | ||||
Braskem Operational ¹ | 16,844.2 | 17,730.7 | 18,617.3 | |||
(+) quantiQ | 310.4 | 332.6 | 354.8 | |||
`= Enterprise Value | 17,154.6 | 18,063.3 | 18,972.0 | |||
(-) Net Debt (12/31/2008)2 | 9,027.4 | |||||
Equity Value ¹ | 8,584.1 | 9,035.9 | 9,487.7 | |||
Shares Outstanding (million) | 507.5 | 507.5 | 507.5 | |||
Price per Share (US$) | 16.91 | 17.80 | 18.69 | |||
Sensitivity Analysis 3 (R$4 / share)
Perpetuity Growth (g) | Nominal WACC in US$ | |||||||||||
12.09% | 11.89% | 11.69% | 11.49% | 11.29% | ||||||||
2.10% | 15.97 | 16.58 | 17.22 | 17.88 | 18.57 | |||||||
2.30% | 16.23 | 16.85 | 17.50 | 18.18 | 18.89 | |||||||
2.50% | 16.49 | 17.13 | 17.80 | 18.50 | 19.23 | |||||||
2.70% | 16.77 | 17.43 | 18.12 | 18.83 | 19.58 | |||||||
2.90% | 17.06 | 17.74 | 18.44 | 19.18 | 19.95 |
Notes: | (1) Range based on a 5% above and below the valuation average value, except quantiQ | |
(2) Consolidated net debt (Includes Braskem Operational and quantiQ) | ||
(3) The WAAC and perpetuity growth variation only affected the value of Braskem Operational and not the fixed mid point of quantiQ valuation (obtained by EBITDA multiples) | ||
(4) Exchange rate of R$ 2.34 per dollar as of 12/31/2008 |
27 | Strictly Private and Confidential |
Triunfo Valuation | Free translation of the original | |
Sales Volume and Average Price Assumptions | Valuation Report in Portuguese | |
Assumptions
Does not consider, conservatively, production capacity expansion, based on the policies adopted by Triunfo as a consequence of the market economic and financial perspectives for the medium -term
Average installed capacity utilization of 96.0%
Domestic market: growth based on Triunfo volume assumptions obtained from Braskem
External market: the difference between the production and sales in the domestic market, if any
Assumptions
Domestic market: prices calculated based on the CMAI projected data by product in the international market, adjusted by the historical performance of the domestic market, taking into accounting factors such as freight, insurance, service margin among others
External market: prices calculated based on CMAI projected data, adjusted by historical relationship between Triunfo prices in the external market and the effective prices in the international market
Notes: | (1) Weighted average price between the internal and external markets |
29 | Strictly Private and Confidential |
Triunfo Valuation | Free translation of the original | |
Net Revenue, COGS and EBITDA | Valuation Report in Portuguese | |
Assumptions
Ethylene and Vinyl Acetate average prices (Triunfo main raw materials), were calculated based on CMAI projected data in the international market, adjusted by the price paid by Triunfo and the effective average price in the international market
Other production costs were projected based on Triunfo historic results
Sales expenses calculated as a percentage of the net revenue and based on Triunfo historic results (2008)
General and administrative expenses linked to CPI
Notes: | (1) Does not include depreciation |
30 | Strictly Private and Confidential |
Triunfo Valuation | Free translation of the original | |
Free Cash Flow | Valuation Report in Portuguese | |
FCF Calculation (US$ million) | ||||||||||||||||||||
2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | 2018E | |||||||||||
EBIT | 13.5 | 16.0 | 17.2 | 19.7 | 22.4 | 26.6 | 28.2 | 29.3 | 23.4 | 28.9 | ||||||||||
(-) Taxes on EBIT | (4.6) | (5.4) | (5.9) | (6.7) | (7.6) | (9.1) | (9.6) | (10.0) | (8.0) | (9.8) | ||||||||||
NOPLAT | 8.9 | 10.5 | 11.4 | 13.0 | 14.8 | 17.6 | 18.6 | 19.3 | 15.4 | 19.1 | ||||||||||
(+) Depreciation / Amortization | 7.3 | 5.3 | 1.5 | 1.9 | 2.3 | 2.7 | 3.1 | 3.6 | 4.1 | 4.5 | ||||||||||
Gross Cash Flow | 16.2 | 15.8 | 12.9 | 14.9 | 17.0 | 20.3 | 21.7 | 22.9 | 19.5 | 23.6 | ||||||||||
(-) CAPEX1 | (4.0) | (9.0) | (3.8) | (3.9) | (4.1) | (4.2) | (4.5) | (4.7) | (4.8) | (5.0) | ||||||||||
(-) Working Capital2 | 11.6 | (6.3) | (9.6) | (2.9) | (4.3) | (4.8) | (2.9) | (0.6) | 0.5 | (1.1) | ||||||||||
(=) FCL - Free Cash Flow | 23.8 | 0.5 | (0.5) | 8.1 | 8.7 | 11.2 | 14.3 | 17.6 | 15.2 | 17.5 | ||||||||||
FCF Calculation (R$ million3) | ||||||||||||||||||||
2009E | 2010E | 2011E | 2012E | 2013E | 2014E | 2015E | 2016E | 2017E | 2018E | |||||||||||
EBIT | 31.4 | 34.2 | 37.1 | 44.0 | 51.2 | 62.5 | 67.5 | 71.6 | 58.4 | 73.3 | ||||||||||
(-) Taxes on EBIT | (10.7) | (11.6) | (12.6) | (15.0) | (17.4) | (21.2) | (23.0) | (24.4) | (19.8) | (24.9) | ||||||||||
NOPLAT | 20.7 | 22.6 | 24.5 | 29.1 | 33.8 | 41.2 | 44.6 | 47.3 | 38.5 | 48.4 | ||||||||||
(+) Depreciation / Amortization | 17.1 | 11.3 | 3.2 | 4.2 | 5.2 | 6.3 | 7.5 | 8.8 | 10.1 | 11.5 | ||||||||||
Gross Cash Flow | 37.8 | 33.9 | 27.7 | 33.2 | 39.0 | 47.6 | 52.1 | 56.0 | 48.6 | 59.9 | ||||||||||
(-) CAPEX1 | (9.3) | (19.2) | (8.3) | (8.8) | (9.3) | (9.9) | (10.7) | (11.5) | (12.0) | (12.8) | ||||||||||
(-) Working Capital2 | 27.0 | (13.6) | (20.6) | (6.5) | (9.8) | (11.3) | (7.1) | (1.4) | 1.4 | (2.7) | ||||||||||
(=) FCL - Free Cash Flow | 55.6 | 1.1 | (1.2) | 18.0 | 19.9 | 26.3 | 34.3 | 43.1 | 38.0 | 44.4 | ||||||||||
Notes: | (1) Investments in CAPEX projected based on information obtained from Braskem to meet maintenance expenditures | |
(2) Consider the average turnover of the main working capital accounts for 2008 | ||
(3) Figures converted to US dollar using the average exchange rate for each year and based on DEPECs projection (see page 19) |
31 | Strictly Private and Confidential |
Triunfo Valuation | Free translation of the original | |
WACC Valuation | Valuation Report in Portuguese | |
WACC Calculation
Comments | ||||
Risk Free Rate - Rf | 3.01% | Equal to the average yield of the US Treasury 10 years bond between 09/23/2008 - 03/23/2009 | ||
Adjusted Beta - ß | 1.05 | Betas for comparables companies were delevered, resulting in an unlevered beta of 0.82, relevered based on the target capital structure | ||
USA - Market Risk Premium (%) - MRP | 5.50% | Average annual spread between the S&P 500 and US T-Bond (last 55 years) | ||
Brazil Risk - Z | 4.45% | Equal to the average of Brazil country risk premium based on Emerging Market Bond Index between 09/23/2008 - 03/23/2009 | ||
Equity Cost = Ke | 13.27% | = Risk Free Rate + (Beta x USA - Mkt Risk Premium) + Country Risk | ||
Debt Cost in USD | 14.32% | Cost based on (i) spread between similar financing operations of Braskem and Triunfo and (ii) Braskems weighted average cost of debt used on the WACC calculation (page 24) | ||
Taxe Rate in Brazil | 34.00% | Consider IR of 25.00% and CSLL of 9.00% | ||
Nominal Debt Cost = Kd X (1 - T) | 9.45% | = Cost of Debt Net of IR/CS | ||
Equity Value / Firm Value = E | 70.00% | Target Structure informed by Braskem | ||
Net Value / Firm Value = D | 30.00% | |||
Nominal WACC in USD | 12.12% | = (E x Ke) + (D x (Kd x (1 - T)) | ||
Source: Bloomberg as of 03/23/2009 and Ibbotson
32 | Strictly Private and Confidential |
Triunfo Valuation | Free translation of the original | |
Triunfo Enterprise Value DCF Analysis | Valuation Report in Portuguese | |
Sensitivity Analysis (US$ million)
Perpetuity Growth (g) | Nominal WACC in US$ | |||||||||||
12,52% | 12,32% | 12,12% | 11,92% | 11,72% | ||||||||
2,10% | 113 | 115 | 117 | 120 | 123 | |||||||
2,30% | 114 | 116 | 119 | 121 | 124 | |||||||
2,50% | 115 | 117 | 120 | 123 | 125 | |||||||
2,70% | 116 | 119 | 121 | 124 | 127 | |||||||
2,90% | 117 | 120 | 122 | 125 | 128 |
Sensitivity Analysis (R$ million 1)
Perpetuity Growth (g) | Nominal WACC in US$ | |||||||||||
12,52% | 12,32% | 12,12% | 11,92% | 11,72% | ||||||||
2,10% | 263 | 269 | 275 | 280 | 286 | |||||||
2,30% | 266 | 271 | 277 | 283 | 290 | |||||||
2,50% | 269 | 274 | 280 | 286 | 293 | |||||||
2,70% | 271 | 277 | 283 | 289 | 296 | |||||||
2,90% | 274 | 280 | 286 | 293 | 300 |
Note: | (1) Exchange rate of R$ 2.34 per dollar as of 12/31/2008 |
33 | Strictly Private and Confidential |
Triunfo Valuation | Free translation of the original | |
Triunfo Valuation DCF Analysis | Valuation Report in Portuguese | |
DCF Valuation Summary (US$ million)
Min. | Average Point | Max. | ||||
Enterprise Value ¹ | 113.9 | 119.9 | 125.8 | |||
(-) Net Debt (12/31/2008) | 18.3 | |||||
Equity Value ¹ | 96.5 | 101.5 | 106.6 | |||
Shares Outstanding (million) | 63.6 | 63.6 | 63.6 | |||
Price per Share (US$) | 1.52 | 1.60 | 1.68 | |||
Sensitivity Analysis (US$ / share)
Crescimento da Perpetuidade (g) | WACC Nominal em US$ | |||||||||||
12.52% | 12.32% | 12.12% | 11.92% | 11.72% | ||||||||
2.10% | 1.48 | 1.52 | 1.56 | 1.60 | 1.64 | |||||||
2.30% | 1.50 | 1.54 | 1.58 | 1.62 | 1.66 | |||||||
2.50% | 1.52 | 1.56 | 1.60 | 1.64 | 1.68 | |||||||
2.70% | 1.54 | 1.58 | 1.62 | 1.66 | 1.70 | |||||||
2.90% | 1.55 | 1.59 | 1.64 | 1.68 | 1.73 |
DCF Valuation Summary (R$ million 2)
Min. | Average Point | Max. | ||||
Enterprise Value ¹ | 266.1 | 280.1 | 294.1 | |||
(-) Net Debt (12/31/2008) | 42.8 | |||||
Equity Value ¹ | 225.5 | 237.3 | 249.2 | |||
Shares Outstanding (million) | 63.6 | 63.6 | 63.6 | |||
Price per Share (US$) | 3.54 | 3.73 | 3.92 | |||
Sensitivity Analysis (R$2 / share)
Perpetuity Growth (g) | Nominal WACC in US$ | |||||||||||
12.52% | 12.32% | 12.12% | 11.92% | 11.72% | ||||||||
2.10% | 3.47 | 3.55 | 3.64 | 3.73 | 3.83 | |||||||
2.30% | 3.51 | 3.59 | 3.69 | 3.78 | 3.88 | |||||||
2.50% | 3.55 | 3.64 | 3.73 | 3.83 | 3.93 | |||||||
2.70% | 3.59 | 3.68 | 3.78 | 3.88 | 3.98 | |||||||
2.90% | 3.63 | 3.73 | 3.83 | 3.93 | 4.04 |
Notes: | (1) Range based on a 5% above and below the valuation average point | |
(2) Exchange rate of R$ 2.34 per dollar as of 12/31/2008 |
34 | Strictly Private and Confidential |
Glossary | Free translation of the original | |
Terms Used in this Valuation Report | Valuation Report in Portuguese | |
Term | Definition | |
Beta; ß | Measures the part of the asset's statistical variance that cannot be mitigated by the diversification provided by the portfolio of many risky assets, because it is correlated with the return of the other assets that are in the portfolio. Beta can be estimated for individual companies using regression analysis against a stock market index |
|
Bradesco | Banco Bradesco S.A. | |
CAPEX | Capital Expenditures | |
CAPM | Capital Asset Pricing Model: The model takes into account the asset's sensitivity to non-diversifiable risk (beta), as well as the expected return of the market and the expected return of a theoretical risk-free asset | |
CMAI | Chemical Market Associates , Inc., one of the main consulting firms specialized in the global petrochemical sector | |
Country Risk; Z | It is the premium required by investors for the additional risk of investing in Brazilian assets instead of investing in a risk free asset | |
CPI | Consumer Price Index | |
CSLL | Net income social contribution | |
DCF | Discounted Cash Flow | |
DEPEC Bradesco | Bradesco Economic Research Department | |
EBIT | Earnings Before Interest and Taxes | |
37 | Strictly Private and Confidential |
Glossary (cont.) | Free translation of the original | |
Terms Used in this Valuation Report | Valuation Report in Portuguese | |
Term | Definition | |
EBITDA | Earnings Before Interest, Tax, Depreciation and Amortization |
|
EMBI | Emerging Markets Bond Index tracks total returns for traded external debt instruments in the emerging markets |
|
Equity | Shareholders Equity |
|
Equity Value | Equity Value |
|
EVA | Ethyl Vinyl Acetate |
|
FCF | Free Cash Flow |
|
Firm Value or EV | Enterprise Value |
|
HDPE | High Density Polyethylene |
|
IR | Income Tax |
|
LDPE | Low Density Polyethylene |
|
LLDPE | Linear Low Density Polyethylene |
|
38 | Strictly Private and Confidential |
Glossary (cont.) | Free translation of the original | |
Terms Used in this Valuation Report | Valuation Report in Portuguese | |
Term | Definition | |
MDPE | Medium Density Polyethylene |
|
MRP | Market Risk Premium: the risk premium can be the expected rate of return above the risk-free interest rate |
|
Net Cash | Short-Term Cash and Cash Equivalents with high liquidity |
|
Net Debt | Debt minus current cash and cash equivalents |
|
NOPLAT | Net Operating Profit Less Adjusted Taxes |
|
PE | Polyethylene |
|
PP | Polypropylene |
|
Risk Free Rate | The interest rate that is assumed can be obtained by investing in financial instruments with no default risk. The US Treasury bills are usually used as risk free assets |
|
S&P 500 | The S&P 500 is a value weighted index published since 1957 of the prices of 500 large cap common stocks actively traded in the United States. The stocks included in the S&P 500 are those of large publicly held companies that trade on either of the two largest American stock markets, the New York Stock Exchange and NASDAQ |
|
US$; Dollars | US Dollar |
|
WACC | Weighted Average Cost of Capital |
|
Yield | Financial return of a security over a certain period |
|
39 | Strictly Private and Confidential |
Net Debt Calculation | Free translation of the original | |
As of 12/31/2008 (R$ million) | Valuation Report in Portuguese | |
Braskem Consolidated | Petroquímica Triunfo | |||
Debt and Equivalents | 12,070 | Debt and Equivalents | 78 | |
Short Term Debt | 2,146 | Short Term Debt | 32 | |
Long Term Debt | 9,840 | Long Term Debt | 30 | |
Dividends Payable | 7 | Dividends Payable | 9 | |
Pension Funds | 20 | Pension Funds | - | |
Long Term Incentive | 10 | Long Term Incentive | - | |
Contingency Provision¹ | 18 | Contingency Provision | 7 | |
PAES² | 29 | PAES² | - | |
Cash and Equivalents | 3,043 | Cash and Equivalents | 35 | |
Cash | 2,612 | Cash | 2 | |
Marketable Securities | 349 | Marketable Securities | 7 | |
Related Companies | 46 | Related Companies | - | |
Others³ | 37 | Others4 | 27 | |
Net Debt and Equivalents | 9,027 | Net Debt and Equivalents | 43 |
Notes: | (1) According to the note 22 of Braskems financial results at 12/31/2008 | |
(2) According to the note 18 of Braskems financial results at 12/31/2008 | ||
(3) Considers Braskems non consolidated investments in the following companies: Codeverde, Borealis, Sansuy and RPI, as of 12/31/2008 | ||
(4) At 12/31/2008, Triunfo held 1,506 thousand shares of Braskem, valuated at R$ 17.72 per share | ||
Source: CVM, Braskem and Triunfo |
41 | Strictly Private and Confidential |
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: April 15, 2009
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 actually 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.