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LIGHTING INDUSTRY NORTH EUROPEAN M&A REPORT IMAP CONSUMER PRODUCTS AND SERVICES 2017 CONTENTS TABLE OF CONTENTS 1 IMAP transactions v Over 300 deals within Consumer Products and Services 26 transactions within Home Furnishings For references visit www.imap.com 3 A changing market < 2 9 Major companies Intro > 13 17 M&A activity Case studies > v 19 About IMAP < IMAP CONSUMER PRODUCTS AND SERVICES A CHANGING MARKET LED is an interesting and relatively new lighting technology, which offers great opportunities for completely different solutions than before. LED is not a new invention most of us are used to LEDs being red or green signal markets on your Hi-Fi or television set. These are so called - low-power LEDs. During the last couple of years “high power” LEDs, i.e. LEDs operating at powers of around 1 W, have reached a level of cost and performance that make them attractive to the general lighting industry. Market studies forecast that in 2020, over 60 % of all new and replacement light source unit sales will be based on LEDs2. Since LEDs are more expensive than conventional lighting, the value of the LED sales will be even higher. Global market The global lighting market is expected to have revenues of over EUR 130 billion in 2020 with an expected 3 % annual growth from 2016 to 20202. The developed markets of North America and Europe account for approximately 45 % of the global lighting market. The professional segment is the largest with a market share of nearly 40 % of the global market. Factors for growth The market for lighting is affected and impacted by multiple factors, with three in particular being the most important for development and growth3. The first is the macroeconomic situation, which influences new constructions and there of the number of new lighting installations. The second, energy efficiency regulations and greater awareness, is redefining future lighting product portfolios. The third is government action limiting certain energy sources which will result in additional demand for energy efficient products, such as LED. Changing market The lighting market is on a clear transition path from traditional lighting technologies to LED and the adoption of connected lighting systems. These trends, which reinforce one another, are fundamentally altering the underlying economics and dynamics of the market. Existing players are scrambling to adapt while new players – such as manufacturers in Asia and companies that market private-label products – are entering the fray. Attractive new product markets are emerging such as the outdoor market. The advantages conferred by scale are withering in some segments but growing in others. www.glamox.com. Boston Consulting Group. How to win in a transforming lighting industry. (2015). 3 McKinsey&Company Lighting the way: Perspectives on the global lighting market. (2013). 1 2 IMAP CONSUMER PRODUCTS AND SERVICES -4- As a result of the ongoing trends, companies across the complex lighting ecosystem must evaluate where they can compete effectively amid the changes and adopt new strategies to win in the future. Regulations across the globe have become more stringent, fueling the penetration of more energy-efficient light sources which is expected to boost the uptake of lowenergy light sources that will help to close the looming energy gap. LED prices have eroded more aggressively, pulling forward the pack time of LED lighting. Expected further growth The general lighting sector (including residential, office, shop, hospitality, industrial, outdoor and architectural lighting) is the largest sector in the global lighting market. The general lighting sector is expected to reach EUR 83 billion in 2020 and 80 % share of the total market3. The fast LED price erosion has raised forecasts for LED penetration in many of the segments – office, shop for example – while decreasing the size of the lighting market overall by value. Forecasts for LED uptake in the residential segment remain high and is expected to reach over 70 % in 2020. Architectural lighting remains the early adopter and it´s LED market share is expected to reach close to 90 % by 20203. While LED lighting is expected to penetrate faster due to greater LED price erosion, the faster drop in the price of LED lighting is likely to slow down overall growth in the general lighting market. This adds to the impact of slower GDP and construction investment growth being forecast. Important benefits of LED relative to ordinary lighting sources are the long lifetime and the possibility to maximize the energy saving effect by optimizing the flow of light in a fixture to adapt to the recommended light levels for various lighting applications. This applies, however, to choose the right products when the lifetime of the LED does not automatically reach 50 000 hours4. Unique features LED technology has several unique and exciting features. The lighting source is extremely small which open up possibilities that have never been explored. It allows a completely new design of lighting fixtures. Future of LED Today, LED technology is well established in the lighting field and a competitive alternative to conventional solutions for most applications. In the upcoming years the shift toward LED technology will continue to accelerate for one major reasons. LED technology is still more expensive than conventional lights, the price falling precipitously, owing to technological advances in manufacturing and increasing LED efficiency. The average price for a LED point is expected to decrease from over six dollars in 2014 to less than three dollars in 20202. For example we can very precisely control the light by using LED technique. It also allow us to take control of the light, vary the light color and the technology also behaves differently than the conventional light sources. 4 Ljuskultur. LED för belysning inom och utomhus. (2013). TRENDS -3- -6- TRENDS -5- According to Philips (2016), one of the largest companies within the lighting industry, a significant trend in the lighting market is the technological transition from conventional lighting technologies to LED lighting technologies. In addition, the general lighting market is currently undergoing a rapid transformation, mainly driven by three underlying trends: The increasing need for light; The increasing demand for more efficient light; The increasing demand for digital lighting IMAP CONSUMER PRODUCTS AND SERVICES A GROWING SEGMENT Total cost of ownership There is an increasing focus on the total cost of ownership (TCO) of lighting. TCO includes not only the initial cost of lamps and luminaries but also the expense of replacing lamps and cost of energy1. As buyers pay greater attention to this measure and as manufacturers market their products by pushing the message about LED´s lower total costs, LED technology will gain additional traction. And as LED prices continue to fall that TCO calculation will become an even stronger selling point. In the professional segment, the TCO is central to purchase decisions and as a result of that professional customers have already moved to more-efficient conventional technologies and are now shifting to LED. This has ked to an almost complete transition to LED solutions approach for all new installations. The GBA (Global Lighting Association) predicts that LED luminaires will account for more than 95% of the luminaire market in Europe in 20201. Increasing the energy efficiency of LED armatures reduces the use of electricity, clearly benefiting the environment. Smart Homes The demand for smart home products and lighting control systems is still in its infancy but the market is expected to increase in the upcoming years. The increasing popularity of LED gives momentum to another significant shift to the adoption of connecting lighting systems. The growing global energy efficiency movement adds to the importance of lighting control systems in the general lighting sector year by year. Regardless of the efficiency of the light source, over 40 % of lighting energy consumption is still wasted on average when spaces and rooms are not in use1. This means there is a strong incentive to reduce energy consumption via dynamic lighting controls especially where electrical usage is high. The shift to connecting lighting will be most swift in the professional segment given that these professional systems typically control a large network of lights, the savings based on TCO are usually more significant. Beyond saving energy, lighting control systems have several benefits when combined with LEDs. LEDs with a lighting control system can increase the lifetime, which improves the investment economics even further. Growing value chain These benefits of lighting control systems are expected to translate readily into new business opportunities for lighting companies. The market for lighting system control components is the fastest growing value chain element in general lighting with an expected growth rate of almost 20 % up to 20201. Home systems with connected lighting for the consumer market generally deliver less cost savings for the end user than to the professional segment due to the smaller number of lights in households and the lower frequency with which lights are used. -8- CONCLUSION AND SUMMARY OLED - future? Organic Lighting Emitting Diodes (OLED) can create flat surfaces that emit a diffuse light by electricity is sent through one or more layers of extremely thin semiconductor materials. Today there are no other suitable carrier material than glass for the construction of the OLED, and it gives limits of both thickness - about 2 mm - and mold ability2. Scientists have already found material that is thinner and more flexible, but it requires a few years of research and development to manufacture these OLED panels industrially. IMAP's conclusion, in terms of LED and OLED is that LED, long-term will be the solution for general lighting applications and that OLED will probably be usefull in niche areas, but not as a replacement of LED solutions, but more as a parallel solution. Conclusions Companies in the lighting industry who want to be successful in the next phase of mass penetration of LED technology should make sure they have a suitable strategy in place. They will certainly have to adapt their internal processes and systems to reflect the speed and flexibility needed for LED market introductions. They will also need to place a much larger focus on continuous professional development, education and keeping up to date with the latest technological advances. Communication lines will need to be slick and targeted to the right audience at the right time. Summary The growth of LED will continue in the upcoming years until at least 2020. LED systems are becoming “the standard” which leads to an increase in knowledge among installers and suppliers. The increase in popularity is mainly attributable to the continuing price decline of LED lighting. Focus will be on TCO by customers in their decision making process where in addition to the purchase price, the cost of replacement and energy consumption are considered. LED lighting is today most used in offices and public lighting but is growing rapidly in the consumer market. Connecting lighting systems “smart homes” and the outdoor segment of the lighting industry are expected to grow fast in upcoming years. Production and assembly of LED lighting products is expected to be brought back to Europe in the future due to higher quality standards. Expectations are of a more favorable and financially production climate and capacity in Europe, with a lack of import regulations and environmental taxes. 1 2 IMAP CONSUMER PRODUCTS AND SERVICES Boston Consulting Group. How to win in a transforming Lighting Industry. (2015). Ljuskultur. LED för belysning inom och utomhus. (2013). TRENDS -7- SELECTION OF MAJOR COMPANIES Germany Belgium Czech Republic Croatia Sweden Netherlands MAJOR COMPANIES -9- "LED prices are continuing to fall very quickly especially in general lighting. Some products’ average selling prices (ASPs) were cut in half in 2015." IHS, Lighting the Way – Trends for 2016 "The lighting industry operates in a relatively mature market, even if it is divided between various types of companies with large local differences in terms of competition. A relatively high level of acquisitions is generally ongoing, in parallel with shifting industry boundaries in the form of new participants, such as electronics companies, establishing themselves as the business opportunities with LED technology become apparent.” Fagerhult annual report 2015 "We are at the beginning of a lighting revolution! In September 2015, we achieved our goal to convert our entire lighting range to LED – it is one of the ways we are going all-in to tackle climate change. LED lights are the biggest thing to hit lighting since the electric light was invented!" IKEA sustainability report 2015 IMAP CONSUMER PRODUCTS AND SERVICES - 11 - IMAP CONSUMER PRODUCTS AND SERVICES - 12 - M&A ACTIVITIES IN NORTHERN EUROPE A trend of increasing number of transactions - 14 - M&A ACTIVITIES IN NORTHERN EUROPE Germany has been the largest market for closed acquisitions, both from a sell- and buyside perspective 18 16 14 GERMANY 37 % SWEDEN 10 % BELGIUM 10 % DENMARK 10 % NETHERLANDS 8 % NORWAY 8 % FINLAND 3 % CHINA 2 % CZECH REPUBLIC 2 % FRANCE 2 % SAUDI ARABIA 2 % SOUTH AFRICA 2 % TURKEY 2 % UNITED KINGDOM 2 % 12 10 8 6 4 2 0 2010 2011 2012 2013 2014 2015 2016 Positive climate for acquisitions The North European lighting industry is highly fragmented and made up of a few large companies (global players), many 'mid-sized' ones, and thousands of Small and Medium-sized Enterprise. The lighting industry in Europe is a sector that is SME driven when it comes to the production of luminaires and of high value products. This SME culture within the industry is the most crucial precondition to provide the market with highly decorative, innovative, and sustainable products. The positive trends for acqusitions is expected to continue during 2017. Most active countries with transactions in Northern Europe 2010-2016 20 19 18 16 10 8 6 4 2 0 Active purchasers in Northern Europe between 2010-2016 9 8 7 6 5 4 3 2 1 0 8 2 2 2 AB Fagerhult Nordeon GMBH Lagercrantz Royal Philips (Sweden) (Germany) Group (Sweden) N.V (Netherlands) Fagerhult 14 12 TRANSACTIONS - 13 - 10 7 4 4 4 3 3 2 2 The Swedish group Fagerhult is one of the Northern Europe's largest producer of professional lighting solutions for public environments such as offices, schools, retail areas, industries and hospitals, indoor and outdoor. The company recorded revenues of €400 mn in 2015. The company has been very acquisitive in recent years and in 2016 bought WE-EF Group from Germany and Flux-Eclairage S.A.S from France. Other recent acquisitions include: Lighting Innocations, South Africa, Airlight, Turkey, I-Valo Oy, Finland, Designplan Lighting Ltd, United Kingdom and LTS Lich & IMAP CONSUMER PRODUCTS AND SERVICES 2 Wuensche Group (Germany) RECENT DEALS - 16 - RECENT DEALS Target Country 2016 Purchaser &tradition A/S Denmark Anders Holch Povlsen Denmark Undisclosed Aurora Group Denmark Deltaco AB Sweden Undisclosed Nordesign AS Norway Lifco AB Sweden Undisclosed Gavita AS Norway The Hawthorne Gardening Company UK Undisclosed El-produkter AS Norway Lagercrantz Group Sweden Undisclosed El-Björn AB Sweden Connecting Capital Sweden Undisclosed I-Valo Oy Finland AB Fagerhult Sweden Undisclosed WE-EF Group Germany AB Fagerhult Sweden Undisclosed eldoLED Europe B.V. Netherlands Acuity Brands Lighting, Inc. USA Undisclosed Flux-Eclairage S.A.S. France AB Fagerhult Sweden Undisclosed Hoffmeister Leuchten GmbH Germany Alpina Capital Partners LLP UK Undisclosed NXP Semiconductors N.V. Netherlands Silergy Corporation USA Undisclosed Hess GmbH Licht + Form Germany NORDEON GmbH Germany Undisclosed Ledvance GmbH Germany IDG Capital Partners China Undisclosed ADB BVBA Belgium PAI Partner SAS France Undisclosed GLP German Light Products Limited Germany Fujian Jiaipu Lighting Technology Co., Ltd. China Undisclosed LINKSrechts Ingenieurgesellschaft mbH Germany Glamox ASA Norway Undisclosed LED Linear GmbH Germany AB Fagerhult Sweden Undisclosed IQ SensorTech Sweden Sweden Undisclosed HELLA (street and industrial lighting) Germany Wuensche Gruppe Germany Undisclosed Vanpee AB/AS Norway / Sweden Lagercrantz Group Sweden Undisclosed HELLA (airport lighting) Germany TKH Group NV Netherlands 18 Martin Professional A/S Denmark HARMAN International Industries USA Undisclosed WILA Lichttechnik GmbH Germany Nordeon Group Netherlands Undisclosed NORDEON (Philips' assets in Springe) Germany Varova BV Netherlands Undisclosed SLV GmbH Germany Ardian France Undisclosed Hellux GmbH Germany Zett Optics GmbH Germany Undisclosed TE - Group NV Belgium Undisclosed Bidder Belgium Undisclosed Cheyns NV Belgium Cebeo NV & Sonepar SA Belgium Undisclosed OLIGO Lichttechnik GmbH Germany Uwe Braun GmbH Germany Undisclosed Osram GmbH (spin-off 80.5% stake) Germany Siemens AG (Shareholders) Germany Undisclosed La Grange NV Family Belgium Rexel SA Belgium Undisclosed TopCom Europe NV Belgium Tristar Europe BV Netherlands Undisclosed Country Deal value M€ Target 2015 Riegens A/S Denmark SG Armaturen AS Norway Undisclosed Zobra AB Sweden Aura Light International AB Sweden Undisclosed Fergin Sverige AB Sweden Indutrade AB Sweden Undisclosed Lighting Innovations South Africa AB Fagerhult Sweden Undisclosed Lightyears A/S Denmark Fritz Hansen A/S Denmark Undisclosed LUXeXcel Group B.V. Netherlands Patricipatiemaatschappij Vlaanderen NV Netherlands 8 Zett Group (Zett Lite Lighting / Hellux) Germany Wuensche Group Germany Koninklijke Philips (assets in Aachen) Germany OLEDWorks LLC Lotronic SA Belgium Re-Sources Capital Louis Poulsen Lighting Denmark Elektroimportoren AS Country 2013 Purchaser Country Deal value M€ 2012 Aura Light 2011 El-Björn Sweden Priveq Sweden Undisclosed Nordic Light Group AB Sweden ITAB Sweden Undisclosed Designplan Lighting Ltd UK AB Fagerhult Sweden Undisclosed Undisclosed Lumoluce B.V Netherlands Nualight Limited UK 11 USA Undisclosed Siteco Beleuchtungstechnik GmbH Germany Osram GmbH Germany Undisclosed Belgium Undisclosed SLV GmbH Germany Cinven Partners LLP UK Undisclosed Polaris Private Equity Denmark Undisclosed LTS Lich & Leuchten GmbH Germany AB Fagerhult Sweden Undisclosed Norway Herkules Capital AS Norway Undisclosed Ledil Oy Finland Ratos AB Sweden Undisclosed NCW Holding Limited China Royal Philips N.V. Netherlands Undisclosed Arlight Turkey AB Fagerhult Sweden Undisclosed SEB Technology GmbH Germany Management Germany Undisclosed LUXeXcel Group B.V. Netherlands Munich Venture Partners / Filsa B.V. Germany Undisclosed General Lighting Company Saudi Arabia Royal Philips N.V Netherlands 169 LemTec Innova GmbH & Co. KG Germany Ilan GmbH Germany Undisclosed 2014 IMAP CONSUMER PRODUCTS AND SERVICES 2010 TRANSACTIONS - 15 - IMAP CASE: LEMTEC - 18 - IMAP Germany advised ILAN Holding on the acquisition of the LED specialist LemTec. Client Background & Objective ILAN was founded in 2013 as an Investment Holding focused on the LED industry, mechanical engineering, metal processing and renewable energies. The Holding typically makes investments in well-established family owned and managed companies in West Germany that have further development potential. The Holding is owned by two German entrepreneurial families. The shareholders of ILAN were interested in finding a target in the LED industry that could enhance the Holding’s strategic portfolio in this sector. IMAP Advantage & Approach As a leading and highly regarded advisor in the mid-sized market in Germany, IMAP was a natural partner for ILAN. IMAP's proven track record in the region, both in number of deals and positive references inspired confidence. In addition, IMAP displayed sector expertise due to previous transaction advisory in the industry (for example the sale of OLIGO Lichttechnik to a German private investor in 2012) and demonstrated the ability to act fast. Michael Rieder, partner at IMAP in Germany, led the search and negotiation process for ILAN. IMAP identified more than 30 companies within the industry as potential targets. The first contact with LemTec was established in March 2014. The Company is a well-established LED specialist, focused on the development and manufacturing of COB-LED-industrial lighting. The strategic fit between the Company and the Holding’s management was evaluated during two pre-process meetings. IMAP's experience and conceptual support was crucial for both parties in negotiating and finding the right transaction structure. With IMAP's guidance, ILAN selected the most suitable target. Outcome & Impact IMAP succeeded in finding the most compatible target for ILAN’s criteria. With this completed acquisition of a specialist in the field of industrial LED-Modules, the Holding could expand its portfolio in the lighting industry in Western Germany. IMAP negotiated a deal that met the expectations of both parties and completed the process from the initial contact with LemTec to the deal signing promptly in four months. Having further strengthened its track record in the lighting industry, IMAP is expecting future opportunities arising after the deal's closure. IMAP CONSUMER PRODUCTS AND SERVICES CASE STUDIES - 17 - IMAP 2016 REVIEW 165 deals US $4.8bn disclosed deal value US $38mn avg. deal value 34% cross-border 31 deals PE involvement - 20 - IMAP GLOBAL 67 Global M&A activity slowed in 2016 compared to 2015, due primarily to uncertainty stemming from political developments in the US and Europe. A number of blockbuster deals partially offset the slowdown. Cross-border interest from China and other Asian buyers helped prop up deal volumes in North America and Europe. While mid-market M&A also slid in 2016, signs of a rebound began to show in Q4. 35 OFFICES COUNTRIES 350 ADVISORS ABOUT IMAP - 19 - In 2016 IMAP closed 165 M&A and financing deals worth over US$4.8 billion in disclosed value. Average disclosed deal value was US$38 million. Consistent with IMAP’s track record, crossborder deals comprised 34 % of yearly transactions. 31 deals in 2016 involved Private Equity. While industrials remained the leading sector with 30% of transactions, IMAP continued to leverage its sector expertise in closing deals across a wide variety of industries. One of IMAP’s largest public M&A deals was closed by IMAP Colombia who advised the Colombian government on the sale of energy generator ISAGEN to Canadian owned Brookfield Renewable Energy Partners. In another notable transaction, IMAP Germany advised hand tool specialist Wera on its sale to Bitburger Holding. IMAP continued to strengthen its international foothold in the last 12 months, welcoming new partners in several strategic locations: Poland, India and Spain. IMAP is a global merger and acquisition advisory organization with a presence in 35 countries. IMAP closed over 2 100 transactions, valued at $90bn in the last 10 years and is consistently ranked among the world´s Top M&A advisors (Thomson Reuters) for mid-market transactions. www.imap.com Argentina | Belgium| Bosnia and Herzegovina| Brazil | Canada | Chile | Colombia | Croatia | Czech Republic | Egypt | Finland | France | Germany | Hungary | India | Ireland | Italy | Ivory Coast | Japan | Mexico | Morocco | Netherlands | Norway | Peru | Poland | Russia | Senegal | Serbia | Slovenia | Spain | Sweden | Turkey | United Kingdom | United States Retail IMAP CONSUMER PRODUCTS AND SERVICES Consumer Products & Services Materials Real Estate Consumer Staples TMT Industrials Healthcare Energy & Power Financials IMAP BELGIUM PHILIPPE CRANINX PARTNER WOUT HAESEBROUCK CONSULTANT DANNY ACHTEN PARTNER ANTHONY HERNAUT CONSULTANT KRIS VAN CAMP PARTNER VANESSA GOD DIRECTOR STEVEN LASAT CONSULTANT Argentina | Belgium| Bosnia and Herzegovina| Brazil | Canada | Chile | Colombia | Croatia | Czech Republic | Egypt | Finland | France | Germany | Hungary | India | Ireland | Italy | Ivory Coast | Japan | Mexico | Morocco | Netherlands | Norway | Peru | Poland | Russia | Senegal | Serbia | Slovenia | Spain | Sweden | Turkey | United Kingdom | United States IMAP CONSUMER PRODUCTS AND SERVICES TEAM - 21 - IMAP BELGIUM +32 15 29 33 90 [email protected] www.imap.be MECHELEN