MEIER TOBLER GROUP AG 
By Schwerzenbach, February 25, 2014
WALTER MEIER ANNOUNCES THE ANNUAL RESULTS
FOR 2013 AND A FOCUS ON THE SWISS WHOLESALE AND SERVICE BUSINESS
n Result for 2013 characterized by extraordinary effects from divestments
n distribution of liquidity which is
not required for operational purposes in a maximum amount of CHF 150 million in the form of a repurchase of shares through put optionsn spin-off of the segment "develop- ment and Manufacturing" and announcement of a public purchase offer regarding this segment at
CHF 21 per sharen Resulting from a concentration of profits, the expected profit for 2014 remains at approx. CHF 3 per share
n in future, a stable dividend policy of around CHF 2.50 per share shall be pursued
For 2013 the climate and manufacturing technology group Walter Meier reports revenues of CHF 702.6 million. Compared with the previous year, this corresponds
to a decrease of 2.1 percent. The continued business segments (i.e. without revenues from the sold group division Tools) account for revenues in the amount of
CHF 551.7 million. After the elimination of all changes in the portfolio of participations and the currency translation effects, this amounts to a decrease in revenues by
3.4 percent.
In particular due to the divestments of the group division Tools and the climate- wholesale business in Germany, a group profit at the record level of CHF 124.6 million was achieved for the expired financial year, compared to CHF 51.7 million or the preceding year.
The continued business segments (i.e. without the results from the group division Tools) resulted in an EBIT of CHF 44.6 million (previous year CHF 45.6 million), which corresponds to an EBIT margin of 8.1 percent.
As only minimal tax expenditures were incurred due to the divestments, the tax ratio for 2013 decreased to 10.6 percent. The profit per share amounts to CHF 12.84 compared to CHF 5.02 in the previous year.
The free cashflow in the amount of CHF 209.3 million lead to an extraordinary high net liquidity of CHF 150.7 million as of December 31, 2013. Due to the group profit and a favorable development of the performance-oriented benefit plans, the equity ratio increased to 68.0 percent, compared to 35.3 percent in the previous year.
Mainly due to consolidation effects the number of employees declined by 287 compared to the end of the year 2012 to 1 731 employees (full-time equivalents).
January 1 to December 31
in million CHF 2013 2012 Variation in % Variation organic in %
Revenue Wholesale and Service Development and Manufacturing Internal Revenues Discontinued Activities 1) EBITDA 2) EBIT 2) in percent of Revenue 1) Group Profit per registered share in CHF Operating Cashflow Free Cashflow | 702.6 | 717.8 -2.1 -3.4 385.7 -14.4 -3.0 169.0 33.8 -6.1 -12.3 175.4 -14.0 58.8 -1.5 45.6 -2.2 8.4 51.7 141.0 5.02 155.8 74.9 -35.8 14.6 1 333.6 |
Revenue Wholesale and Service Development and Manufacturing Internal Revenues Discontinued Activities 1) EBITDA 2) EBIT 2) in percent of Revenue 1) Group Profit per registered share in CHF Operating Cashflow Free Cashflow | 330.1 | 717.8 -2.1 -3.4 385.7 -14.4 -3.0 169.0 33.8 -6.1 -12.3 175.4 -14.0 58.8 -1.5 45.6 -2.2 8.4 51.7 141.0 5.02 155.8 74.9 -35.8 14.6 1 333.6 |
Revenue Wholesale and Service Development and Manufacturing Internal Revenues Discontinued Activities 1) EBITDA 2) EBIT 2) in percent of Revenue 1) Group Profit per registered share in CHF Operating Cashflow Free Cashflow | 226.2 | 717.8 -2.1 -3.4 385.7 -14.4 -3.0 169.0 33.8 -6.1 -12.3 175.4 -14.0 58.8 -1.5 45.6 -2.2 8.4 51.7 141.0 5.02 155.8 74.9 -35.8 14.6 1 333.6 |
Revenue Wholesale and Service Development and Manufacturing Internal Revenues Discontinued Activities 1) EBITDA 2) EBIT 2) in percent of Revenue 1) Group Profit per registered share in CHF Operating Cashflow Free Cashflow | -4.6 | 717.8 -2.1 -3.4 385.7 -14.4 -3.0 169.0 33.8 -6.1 -12.3 175.4 -14.0 58.8 -1.5 45.6 -2.2 8.4 51.7 141.0 5.02 155.8 74.9 -35.8 14.6 1 333.6 |
Revenue Wholesale and Service Development and Manufacturing Internal Revenues Discontinued Activities 1) EBITDA 2) EBIT 2) in percent of Revenue 1) Group Profit per registered share in CHF Operating Cashflow Free Cashflow | 150.9 | 717.8 -2.1 -3.4 385.7 -14.4 -3.0 169.0 33.8 -6.1 -12.3 175.4 -14.0 58.8 -1.5 45.6 -2.2 8.4 51.7 141.0 5.02 155.8 74.9 -35.8 14.6 1 333.6 |
Revenue Wholesale and Service Development and Manufacturing Internal Revenues Discontinued Activities 1) EBITDA 2) EBIT 2) in percent of Revenue 1) Group Profit per registered share in CHF Operating Cashflow Free Cashflow | 57.9 | 717.8 -2.1 -3.4 385.7 -14.4 -3.0 169.0 33.8 -6.1 -12.3 175.4 -14.0 58.8 -1.5 45.6 -2.2 8.4 51.7 141.0 5.02 155.8 74.9 -35.8 14.6 1 333.6 |
Revenue Wholesale and Service Development and Manufacturing Internal Revenues Discontinued Activities 1) EBITDA 2) EBIT 2) in percent of Revenue 1) Group Profit per registered share in CHF Operating Cashflow Free Cashflow | 44.6 8.1 | 717.8 -2.1 -3.4 385.7 -14.4 -3.0 169.0 33.8 -6.1 -12.3 175.4 -14.0 58.8 -1.5 45.6 -2.2 8.4 51.7 141.0 5.02 155.8 74.9 -35.8 14.6 1 333.6 |
Revenue Wholesale and Service Development and Manufacturing Internal Revenues Discontinued Activities 1) EBITDA 2) EBIT 2) in percent of Revenue 1) Group Profit per registered share in CHF Operating Cashflow Free Cashflow | 124.6 | 717.8 -2.1 -3.4 385.7 -14.4 -3.0 169.0 33.8 -6.1 -12.3 175.4 -14.0 58.8 -1.5 45.6 -2.2 8.4 51.7 141.0 5.02 155.8 74.9 -35.8 14.6 1 333.6 |
Revenue Wholesale and Service Development and Manufacturing Internal Revenues Discontinued Activities 1) EBITDA 2) EBIT 2) in percent of Revenue 1) Group Profit per registered share in CHF Operating Cashflow Free Cashflow | 12.84 | 717.8 -2.1 -3.4 385.7 -14.4 -3.0 169.0 33.8 -6.1 -12.3 175.4 -14.0 58.8 -1.5 45.6 -2.2 8.4 51.7 141.0 5.02 155.8 74.9 -35.8 14.6 1 333.6 |
Revenue Wholesale and Service Development and Manufacturing Internal Revenues Discontinued Activities 1) EBITDA 2) EBIT 2) in percent of Revenue 1) Group Profit per registered share in CHF Operating Cashflow Free Cashflow | 48.1 | 717.8 -2.1 -3.4 385.7 -14.4 -3.0 169.0 33.8 -6.1 -12.3 175.4 -14.0 58.8 -1.5 45.6 -2.2 8.4 51.7 141.0 5.02 155.8 74.9 -35.8 14.6 1 333.6 |
Revenue Wholesale and Service Development and Manufacturing Internal Revenues Discontinued Activities 1) EBITDA 2) EBIT 2) in percent of Revenue 1) Group Profit per registered share in CHF Operating Cashflow Free Cashflow | 209.3 | 717.8 -2.1 -3.4 385.7 -14.4 -3.0 169.0 33.8 -6.1 -12.3 175.4 -14.0 58.8 -1.5 45.6 -2.2 8.4 51.7 141.0 5.02 155.8 74.9 -35.8 14.6 1 333.6 |
1) Group division Tools
2) From continued business segments
2 WALTER MEIER - MEDIA RELEASE
in million CHF 12/31/2013 12/31/2012
Balance Sheet Total
Trade Accounts Receivable
Inventories
Trade Accounts Payable
Financial Debt
Net Liquidity
Equity Ratio in % of Balance Sheet Total
Number of Employees (Full-Time Positions)
402.8
79.7
110.6
36.7
76.7
-30.3
35.3
2 018
Following the sale of the group division Tools, the structure of the segments
was reorganized by the end of 2013. Within the segment "Wholesale and Service"
the robust Swiss business of the subsidiaries Walter Meier Climate and Walter Meier Machining Solutions has been consolidated. The international oriented niche suppliers Condair, Port-A-Cool and Barcol-Air form the segment "Development and Manufacturing".
With revenues in the amount of CHF 330.1 million, the segment "Wholesale and Service" did not reach the previous year's level. While Walter Meier Climate was able to exceed the value of the previous year slightly, the reservations regarding investments in the metal processing industry have left marks in the Swiss original business with comprehensive solutions for precision manufacturing. Compared
to the previous year, Walter Meier Machining Solutions realized a reduction in revenues by 15.6 percent.
Within the segment "Development and Manufacturing", Port-A-Cool which has been acquired in May 2012 and Barcol-Air which has been acquired in December 2012
have both contributed to the 2013 revenues during the whole year. On the other hand, the wholesale business of Walter Meier Climate Germany has been sold on May 31, 2013. Due to these consolidation effects, a significant increase in revenues resulted for the year 2013 compared to the previous year. Adjusted for consolidation and currency translation effects, an organic decrease in revenues by 6.1 percent
was the result. While Condair was able to increase its revenues slightly, the revenue level of Port-A-Cool, which is mainly active in the US market, was significantly lower than in the record year 2012.
During the five months period until the sale, Walter Meier Climate Germany contributed revenues of CHF 16.5 million and an EBIT of CHF 1.1 million to the consolidated income statement of the group. The discontinued business segment "Tools", which mainly consisted of the US-American business with wood and metal processing machines, realized revenues of CHF 150.9 million and an EBIT of CHF 20.6 million up to the sale on November 12, 2013.
FOCUS ON THE WHOLESALE AND SERVICE BUSINESS IN SWITZERLAND
Following an intensive search for an acquisition target, the board of directors had to conclude that there is no prospect of finding an adequate opportunity to utilize the accumulated holding of cash within a foreseeable period of time. Therefore, the liquidity from divestments which is not required for operational purposes shall be distributed to the shareholders. At the same time, the group structure with its two different business concepts has been reviewed: On the one hand, there is the
Swiss wholesale and service business with a stable market environment and a low
WALTER MEIER - MEDIA RELEASE 3
capital lockup. On the other hand, there is the unstable international development and manufacturing business with complex participation structures and high capital expenditure requirements. As the optimal further development of both business concepts within the same group is only possible to a limited extent, Walter Meier intends to focus entirely on the Swiss wholesale and service business, which is dominating with respect to revenues and returns. The segment "Develop- ment and Manufacturing" shall be separated through a spin-off. The majority shareholder of Walter Meier, Silvan G.-R. Meier, intends to further pursue the business strategy in the international segment "Development and Manufacturing" as a private investor and has therefore announced a public purchase offer through his private holding Greentec AG. The entire transaction shall be carried out in
three steps:
The companies forming the segment "Development and Manufacturing" will be integrated into the new sub-holding company WM Technologie AG. The board of directors submits the motion to the shareholders' meeting to spin off WM Technologie AG from Walter Meier AG through a dividend in kind. Each shareholder of Walter Meier AG will receive one share of WM Technologie AG for
each share of Walter Meier AG. The shares of WM Technologie AG will be tradable on the off-exchange trading platform of the Zurich Cantonal Bank. In analogy to today's articles of incorporation of Walter Meier AG, the articles of incorporation will contain an opting-out clause. The registered shares of Walter Meier AG will remain listed on SIX Swiss Exchange (symbol WMN) after the spin-off.
Non-operational company assets in a maximum amount of CHF 150 million shall
be returned to the shareholders in the form of a share buyback through the issuance of tradable put-options to the shareholders. The board of directors submits the motion to the shareholders' meeting to issue tradable put-options. Not more than
2 426 856 registered shares of Walter Meier AG (corresponding to not more than
25 percent of the registered share capital) shall be repurchased. Each shareholder will be attributed one put-option for each Walter Meier share free of charge. In the event that the entire 2 426 856 registered shares can be repurchased and that an strike price of CHF 60 would be determined, the buyback volume would correspond to
CHF 145.6 million. The definite exercise parameters will presumably be determined on March 26, 2014 and published on March 27, 2014. It is expected that the value
of one put-option will exceed the amount of the dividend of CHF 2.50 per share distributed in the past years.
Greentec AG, the private holding of Silvan G.-R. Meier, will submit a public purchase offer to the shareholders of WM Technologie AG for all publicly held registered shares of WM Technologie AG. The offer will be at a price of CHF 21 per share, which
corresponds to a valuation of WM Technologie AG in the amount of CHF 203.9 million. The offer is inter alia subject to the condition that the spin-off of WM Technologie
AG is approved by the shareholders' meeting of Walter Meier AG and subsequently executed. The shareholders of WM Technologie AG may tender their shares to Greentec AG during the prospective offer period from April 14 until May 14, 2014.
Based on a fairness opinion of Deloitte AG, the designated members of the board of directors of WM Technologie AG, with Silvan G.-R. Meier abstaining, consider the purchase offer as financially fair and adequate. They recommend the shareholders to accept the offer.
wholesale products of well-known international manufacturers as well as premium
4 WALTER MEIER - MEDIA RELEASE
services and advice. More than one quarter of the total revenues is generated
by the extremely robust service business. Based on this sustainable business model, Walter Meier can continue generating high capital returns with a low capital lockup.
All former members of the board of directors Alfred Gaffal, Silvan G.-R. Meier, Heinz Roth and Paul Witschi are available for another term of office. Further,
the current Group COO, Jochen Nutz, also stands for an election. Majority share- holder Silvan G.-R. Meier shall continue his function as chairman of the board
of directors and will therefore also remain strongly linked to Walter Meier AG in the future. Jochen Nutz as delegate of the board of directors shall assume the overall executive responsibility for the business of Walter Meier. As hitherto, Martin Kaufmann and Roberto Ettlin will act as managing director Climate and Machining Solutions, respectively.
The spin-off of WM Technologie AG will not cause any loss of jobs as the business shall continue in its current scope.
For the financial year 2014, Walter Meier assumes that the revenues from the continued operations can be slightly increased compared to the adjusted value for the previous year of CHF 313.6. The adjusted EBIT of CHF 26.9 million for 2013 as well as the net profit are intended to be slightly increased, inter alia, because of the slimmer overhead structures.
In the future, the stable dividend policy of CHF 2.50 per share shall be further pursued. Due to the low investment needs of the wholesale business the distribution rate can be increased to 80 to 100 percent of the net profit. Resulting from the concentration of profits realized by the share repurchase, the expected profit for the financial year 2014 as communicated on November 14, 2013 remains at approx.
CHF 3 per share. The potential for a future increase of the dividend remains.
These expectations are expressed subject to the condition that the economic situation in the relevant markets (Swiss construction and metal processing industries) does not change in an unexpected manner.
The information to the shareholders regarding the transaction described in this Media Release, the slides of the annual results media conference as well as the invitation to the shareholders' meeting of Walter Meier AG on March 19, 2014, are available for you under www.waltermeier.com/investors.
The pre-announcement of the tender offer mentioned in this Media Release is available under www.public-takeover.ch.
Walter Meier
Corporate Communications Phone +41 44 806 49 00 group@waltermeier.com
Key dates March 19, 2014 Annual Shareholders' Meeting august 14, 2014 Half-Year Report december 31, 2014 End of Financial Year 2014The shares of Walter Meier are listed on SIX Swiss Exchange (symbol WMN).
The German and the English version of the Financial Statements 2013 and this Media Release are available under www.waltermeier.com/investors .
Walter Meier Ltd.
Bahnstrasse 24, 8603 Schwerzenbach, Switzerland Phone +41 44 806 41 41, Fax +41 44 806 49 49 group@waltermeier.com, www.waltermeier.com
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