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Shareholders’ Value
Disclaimer for Forward-Looking Information
Certain statements in this presentation are forward-looking statements, which reflect our management’s
expectations regarding our future growth, results of operations, performance and business prospects and
opportunities. Forward-looking statements consist of statements that are not purely historical, including
any statements regarding beliefs, plans, expectations or intention, regarding the future. Such statements
are subject to risks and uncertainties that may cause actual results, performance or developments to differ
materially from those contained in the statements. No assurance can be given that any of the events
anticipated by the forward-looking statements will occur or, if they do occur, what benefits we will obtain
from them. These forward-looking statements reflect management’s current views, are based on certain
assumptions.
Important factors and risks that might cause our actual results to differ materially from the results
contemplated by these forward-looking statement. Investors are cautioned not to place under reliance on
these forward-looking statements. No forward-looking statement is a guarantee of future results. We
disclaim any intention or obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
1
Introduction
This presentation contains an outline for the creation of additional long-term value for
the KHD Humboldt Wedag International Ltd. shareholders by dividing the existing
business in order to maximize market value as follows:
(1) Segregating the royalty income stream through the creation of a separate mineral
royalties corporation.
(2) Enhancing current industrial plant and engineering activities by adding new
customer service centers, as well as expanding the spare parts business to
complement existing operations. Future emphasis will have additional focus on its
main target market, India, and that country’s infrastructure growth.
2
Summary of proposed transaction
A comprehensive study of ways to enhance the long-term value of the company for its stakeholders
has now been completed, and it showed that the best way to achieve this objective would be a
restructuring of the KHD Group into two distinct legal entities: (i) industrial plant technology,
equipment and service supply, and (ii) mineral royalties.
Under the proposed scenario, all industrial operations will now be conducted through a German
company with its main operations based in India, its common shares listed on the Frankfurt Stock
Exchange, a subsequent offering to be completed for 10% of its shares to enhance liquidity in Europe.
Management will focus on enhancing the traditional cement business through an expansion of current
activities in that rapidly growing market, as well as strategic alliances with complimentary international
partners.
The new royalty company’s activities would be listed on the NYSE, establish a regular dividend policy
and growth by creating or acquiring other royalties.
Shareholders should benefit from the higher market values attributed to both companies. Time line
for completion is March 31, 2010 with the process being a shareholder vote and court approved Plan
of Arrangement.
3
Simplified View on Result of Restructuring of KHD Group
OPERATING COMPANIES
Royalty Co India, Germany, USA, Australia, China, Russia
4
Overview
5
Key Ratios for Peer Group Mineral Royalty Companies
Average 2.4
6
Overview
• Company has now completed an internal restructuring after the recent financial crisis.
• Relocate main business focus to New Delhi, India, to a lesser degree Cologne, Germany,
to take greater advantage of growth.
• Expanded business model for service and spare parts to capitalize on KHD’s installed
base of over 490 cement plants worldwide.
• Strategic alliances with complementary international partners.
• Technology driven, primarily in the environmental, pyro-processing and grinding areas.
• Growth in quality engineering.
• Adequate bonding lines.
• Experienced management team with a strong incentive plan.
• Full listing on the Frankfurt Stock Exchange.
7
Pro Forma Consolidated Balance Sheets
September 30, 2009 (in US$ million)
ASSETS
Current Assets
Cash and equivalents 105 281
Other 9 288
Total current Assets 114 569
Long-term liabilities 51 71
336 576
Note: The pro forma balance sheet for the Royalty Group reflects the upward revaluation of the royalty stream under IAS 16 to $200
million, and the related income tax liability, based upon the Net Present Value of forecast revenues
8
Goals: sum of the parts is greater than the whole
• Increase the Price to Book value of the mineral royalty company to 2.4x.