ACQUISITION OF ZUJI John Guscic Managing Director Robert Turner Chief Financial Officer
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ACQUISITION OF ZUJI
John Guscic
Managing Director
Robert Turner
Chief Financial Officer
12 December 2012
0
Important notice and disclaimer
IMPORTANT: You must read the following before continuing.
This presentation has been prepared by Webjet Limited (ABN 68 002 013 612) (“Company”).
Summary information
This presentation contains summary information about the Company and its subsidiaries (“Webjet”) and their activities current as at 12 December 2012. The
information in this presentation is a general background and does not purport to be complete. It should be read in conjunction with Webjet’s other periodic and
continuous disclosure announcements lodged with the Australian Securities Exchange (“ASX”), which are available at www.asx.com.au.
Certain market and company-specific data contained in this presentation has been provided by or sourced from Zuji. While the information is believed to be reliable
it has not been independently verified by Webjet.
Not financial product advice
This presentation is for information purposes only and is not a prospectus, product disclosure statement or other offer document under Australian law or the law of
any other jurisdiction. This presentation is not financial product or investment advice, a recommendation to acquire Webjet securities or accounting, legal or tax
advice. It has been prepared without taking into account the objectives, financial or tax situation or needs of individuals. Before making an investment decision,
prospective investors should consider the appropriateness of the information having regard to their own objectives, financial and tax situation and needs and seek
legal and taxation advice appropriate to their jurisdiction. Webjet is not licensed to provide financial product advice in respect of Webjet securities. Cooling off rights
do not apply to the acquisition of Webjet securities.
Past performance
Past performance information given in this presentation is given for illustrative purposes only and should not be relied upon as (and is not) an indication of the
Company’s views on its future financial performance or condition. Investors should note that past performance, including past share price performance, of Webjet
cannot be relied upon as an indicator of (and provides no guidance as to) future Webjet performance including future share price performance. The historical
information included in this presentation is, or is based on, information that has previously been released to the market. Investors should also be aware that certain
financial data included in this presentation may be “non-IFRS financial information” under Regulatory Guide 230 Disclosing non-IFRS financial information
published by the Australian Securities and Investments Commission (“ASIC”) or “non-GAAP financial measures” under Regulation G of the U.S. Securities
Exchange Act of 1934. The disclosure of such non-GAAP financial measures in the manner included in this presentation would not be permissible in a registration
statement under the U.S. Securities Act of 1933, as amended (“U.S. Securities Act”). The Company believes this non-IFRS financial information provides, and
these non-GAAP financial measures provide, useful information to users in measuring the financial performance and conditions of Webjet. The non-IFRS financial
information and these non-GAAP financial measures do not have a standardised meaning prescribed by Australian Accounting Standards and, therefore, may not
be comparable to similarly titled measures presented by other entities, nor should they be construed as an alternative to other financial measures determined in
accordance with Australian Accounting Standards. Investors are cautioned, therefore, not to place undue reliance on any non-IFRS financial information or non-
GAAP financial measures and ratios included in this presentation.
Acquisition of Zuji
1
Important notice and disclaimer (cont’d)
Financial data
All dollar values are in Australian dollars ($ or A$) and financial data is presented as at or for the year ended 30 June 2012 unless stated otherwise.
Future performance
This presentation contains certain “forward-looking statements”. The words “expect”, “anticipate”, “estimate”, “intend”, “believe”, “guidance”, “should”, “could”,
“may”, “will”, “predict”, “plan” and other similar expressions are intended to identify forward-looking statements. Indications of, and guidance on, future earnings and
financial position and performance are also forward-looking statements. Forward-looking statements, opinions and estimates provided in this presentation are
based on assumptions and contingencies which are subject to change without notice, as are statements about market and industry trends, which are based on
interpretations of current market conditions.
Forward-looking statements, including projections, guidance on future earnings and estimates are provided as a general guide only and should not be relied upon
as an indication or guarantee of future performance.
No representation, warranty or assurance (express or implied) is given or made in relation to any forward-looking statement by any person (including the
Company). In particular, no representation, warranty or assurance (express or implied) is given that the occurrence of the events expressed or implied in any
forward-looking statements in this presentation will actually occur. Actual results, performance or achievement may vary materially from any projections and
forward-looking statements and the assumptions on which those statements are based. The forward-looking statements in this presentation speak only as of the
date of this presentation. Subject to any continuing obligations under applicable law or any relevant ASX listing rules, the Company disclaims any obligation or
undertaking to provide any updates or revisions to any forward-looking statements in this presentation to reflect any change in expectations in relation to any
forward-looking statements or any change in events, conditions or circumstances on which any such statement is based. Nothing in this presentation will under any
circumstances create an implication that there has been no change in the affairs of Webjet since the date of this presentation.
Investment risk
An investment in Webjet securities is subject to investment and other known and unknown risks, some of which are beyond the control of Webjet, including
possible delays in repayment and loss of income and principal invested. Webjet does not guarantee any particular rate of return or the performance of Webjet, nor
does it guarantee the repayment of capital from Webjet or any particular tax treatment. Persons should have regard to the risks outlined in this presentation.
Not an offer
This presentation is not and should not be considered an offer or an invitation to acquire Webjet securities or any other financial products and does not and will not
form any part of any contract for the acquisition of Webjet securities.
Acquisition of Zuji
2
Important notice and disclaimer (cont’d)
This presentation does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to, or for the account or benefit of,
any ‘U.S. person’ (as defined in Regulation S under the U.S. Securities Act (“U.S. Person”)). The New Shares to be offered and sold in the institutional placement
(“Offer”) have not been, and none of them will be, registered under the U.S. Securities Act or the securities laws of any state or other jurisdiction of the United
States. In addition, Webjet has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended (the “U.S. Investment Company
Act”) in reliance on the exception from the definition of “investment company” provided by Section 3(c)(7) thereof. The New Shares to be offered and sold in the
Offer may not be offered and sold to, directly or indirectly, any person in the United States or any person that is, or is acting for the account or benefit of, a U.S.
Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state
securities laws and pursuant to an exception from the registration requirements of the U.S. Investment Company Act provided by Section 3(c)(7) thereof. This
presentation may not be distributed or released in the United States or to any U.S Person. The distribution of this presentation in other jurisdictions outside
Australia may also be restricted by law and any such restrictions should be observed. Any failure to comply with such restrictions may constitute a violation of
applicable securities laws.
By accepting this presentation you represent and warrant that you are entitled to receive such presentation in accordance with the above restrictions and agree to
be bound by the limitations contained herein.
Underwriter and advisors
None of the underwriter, nor any of its or Webjet’s respective advisers or any of their respective affiliates, related bodies corporate, directors, officers, partners,
employees and agents, have authorised, permitted or caused the issue, submission, dispatch or provision of this presentation and, except to the extent referred to
in this presentation, none of them makes or purports to make any statement in this presentation and there is no statement in this presentation which is based on
any statement by any of them. For the avoidance of doubt, the underwriter and its advisers, affiliates, related bodies corporate, directors, officers, partners,
employees and agents have not made or purported to make any statement in this presentation and there is no statement in this presentation which is based on any
statement by any of them. To the maximum extent permitted by law, Webjet, the underwriter and their respective advisers and affiliates, related bodies corporate,
directors, officers, partners, employees and agents exclude and disclaim all liability, for any expenses, losses, damages or costs incurred by you as a result of your
participation in the Offer and the information in this presentation being inaccurate or incomplete in any way for any reason, whether by negligence or otherwise. To
the maximum extent permitted by law, Webjet, the underwriter and their respective advisers and affiliates, related bodies corporate, directors, officers, partners,
employees and agents make no representation or warranty, express or implied, as to the currency, accuracy, reliability or completeness of information in this
presentation and the underwriter, its advisers and affiliates, related bodies corporate, directors, officers, partners, employees and agents, takes no responsibility for
any part of this presentation or the Offer. The underwriter and its advisers and affiliates, related bodies corporate, directors, officers, partners, employees and
agents make no recommendations as to whether you or your related parties should participate in the Offer nor does it make any representations or warranties to
you concerning the Offer, and you represent, warrant and agree that you have not relied on any statements made by any of the underwriter, its advisers or any of
its affiliates, related bodies corporate, directors, officers, partners, employees or agents in relation to the Offer and you further expressly disclaim that you are in a
fiduciary relationship with any of them. Statements made in this presentation are made only as the date of this presentation. The information in this presentation
remains subject to change without notice. Webjet reserves the right to withdraw the Offer or vary the timetable for the Offer without notice.
Acquisition of Zuji
3
Transaction overview
• Webjet has entered into a binding agreement to purchase Zuji from Travelocity
for US$25 million cash
− As part of the acquisition, Webjet will incur ~$5 million in transaction, transition
and restructuring costs
• Zuji was founded in 2002 and has grown to become the #1 online travel agency
Acquisition of Zuji (“OTA”) in air ticket sales in Hong Kong and Singapore, with a substantial
presence in Australia’s OTA space
• Zuji commenced operations as an online air travel booking service and has
since expanded its operations into the hotel booking and dynamic packaging
segments
• In FY12, Zuji generated US$31 million in revenue
• Obtain online leadership position in important Asian travel and leisure markets
• Platform for further growth in Asia
Strategic rationale for • Gain scale in Webjet’s emerging hotels segment
acquisition
• Enhance already leading online position in Australia
• Potential for back-office synergies across the combined entity
Acquisition of Zuji
4
Transaction overview (cont’d)
• Headline purchase price of US$25 million to be paid in cash
• In addition, Webjet will incur ~$5 million in transaction, transition and restructuring
Purchase price costs
• Vendor to fund cash for working capital requirements
• Represents a 4.6x pro forma adjusted CY12E EBITDA(1)
• Cash consideration and transaction costs funded through a combination of a
$25 million underwritten institutional placement and cash on hand
Acquisition funding
• Webjet will also offer a Share Purchase Plan to eligible shareholders
• Mid-single digit EPS accretion in FY14 on an adjusted basis
Expected financial − Achieved without any market growth assumptions
impact − Includes ~$9 million of synergies
• Equity funding ensures continued balance sheet strength
• The sale is subject to certain conditions precedent, including customary regulatory
approvals being obtained(2)
Key terms • A Transitional Services Agreement will be in place between Webjet and
Travelocity for up to 12 months post completion
• Transaction completion is expected to occur in Q1 2013
(1) Excludes transaction, transition and restructuring costs.
(2) If these conditions precedent are not satisfied or the acquisition does not complete for any reason, Webjet will consider options in relation to the use of the placement funds.
Acquisition of Zuji
5
Overview of Zuji
Highlights Comprehensive product offering
• Leading multi-market Asian OTA, primarily serving Hong Singapore Hong Kong Australia
Kong, Singapore and Australia
Flights
− #1 OTA in Hong Kong (36% market share) and Singapore
(45%) online air ticket markets, with a substantial presence Hotels
in Australia’s OTA space Dynamic packaging
• Founded in 2002 as a joint venture between Travelocity and Cruises
15 Asia Pacific airlines, before becoming a wholly-owned
subsidiary of Travelocity in 2006 Cars
• Offers a full suite of travel offerings targeting four key
segments: Diversified revenue streams
− Air travel: Partners with numerous airlines throughout Revenue by geography Revenue by segment
Asia with a focus on international bookings
− Hotels: Focused on large suppliers in key markets to Other
Air
secure competitive inventory 27%
39%
Australia
51%
− Dynamic packaging: Allows customers to build their
own packages of flights, accommodation and rental Asia
49% Hotel
cars to save money 11%
− Blue Holidays: Joint venture with Virgin Australia Dynamic
allowing Zuji to bundle flights and hotels for Virgin packaging
Australia customers 23%
FY12 revenue: US$30.6m
Acquisition of Zuji
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Overview of Zuji (cont’d)
Zuji’s strong online air ticket market share is primarily driven by its high brand awareness
Singapore Hong Kong Australia(3) Observations
Air market by country(1)
• Zuji is the OTA air market
leader in Singapore and
Hong Kong with 45% and
36% of the online air ticket
Air TTV: Air TTV: Air TTV:
~US$135m ~US$135m ~US$880m markets, respectively
• Zuji has a substantial
presence in Australia’s
OTA space
40% 30% 40%
Unaided brand awareness(2)
• Zuji’s brand strength is
30% 30% such that it attracts traffic
20% in adjacent markets (eg.
20% 20% Malaysia, Thailand,
Indonesia) even in the
10%
10% 10% absence of active
operations in these
countries
Cathay Pacific…
– – –
hotels.com
lastminute.com.au
agoda.com
webjet.com.au
booking.com
hotels.com
cheaptickets.sg
Zuji
Expedia
wotif.com.au
bestlfights.com.au
Qantas
Flight Centre
agoda.com
asiatravel.com
Misa Travel
hotels.com
Zuji
travelzoo
agoda.com
expedia.com.au
Wing On Travel
priceline.com.sg
Zuji
Westminister Travel
asiarooms.com
EGL Tours
Travel Expert
Hong Thai Travel
priceline.com
• Expansion into other
Asian markets represents
significant upside
potential
(1) Based on OTA air ticket sales. Source: MIDT, 2012 monthly average as of May 2012; GDS volume only. Data reflects point of sale.
(2) Source: UBM tracking study, July 2012.
(3) Market share is a measure of Qantas Domestic and international GDS carriers only.
Acquisition of Zuji
7
Strategic rationale for acquisition
The transaction will facilitate the execution of Webjet’s existing strategy to be Australia’s leading
OTA and grow in Asian markets
1 Obtain online leadership position in important Asian travel and leisure markets
• Zuji is the leading OTA in the air ticket market in Hong Kong and Singapore
• The Asia travel market is the second largest and one of the fastest growing in the world, representing total bookings of
~US$275 billion in 2011
2 Platform for further growth in Asia
• Provides a strong foothold in the Asian OTA market through a well-entrenched business which is well positioned for
future growth (eg. introduction of language and currency compatibilities enabling expansion into neighbouring
countries, development of mobile app etc)
3 Gain scale in hotels segment
• Complements Webjet’s existing strategy of building out its hotel offering by providing an expanded platform in the hotel
segment across the Asia Pacific region
4 Enhance already strong online position in Australia
• Zuji is a substantial player in the Australian OTA air ticket market, offering a full suite of OTA services including hotel,
cruise, car and dynamic packaging services
5 Potential for back-office synergies across the combined entity
• The scalability of Webjet’s existing platform provides the opportunity to streamline and reduce costs associated with
Zuji’s existing operating platform and overhead infrastructure
Acquisition of Zuji
8
Expected financial impact
The acquisition of Zuji will diversify Webjet’s earnings across the Asia Pacific region and further
develop its product offering
Impact on revenue
Pre acquisition(1) Post acquisition(1)
Other
By geography
2% Asia
18%
Australia & NZ Australia & NZ
98% 82%
Other
15% Other
By segment
30%
Flight Flight
85% 70%
(1) Based on FY12 revenue. Zuji earnings converted from USD to AUD assuming AUD/USD FX rate of 1.000.
Acquisition of Zuji
9Webjet’s intentions for Zuji
• Zuji will continue to function under the same brand name within the expanded Webjet Group
• Zuji’s business will be progressively migrated to Webjet’s IT infrastructure platform
• Webjet will focus on several key areas of Zuji’s business in order to capitalise on and grow the
combined group’s addressable market and customer base, including:
− Utilising Webjet’s key relationships, inventory and expertise to take advantage of Zuji’s strong
presence in the Asian OTA market
− Developing Zuji’s platform to support multiple languages and currencies in order to facilitate
expansion into adjacent markets
− Leveraging Zuji’s hotel business to increase inventory and build-out Webjet’s existing offering
− Increasing penetration through the development of mobile apps
− Applying Webjet’s cloud strategy to facilitate the technology transfer of Zuji
− Using Webjet’s marketing expertise to build-out the Zuji brand in Australia and Asia
Acquisition of Zuji
10Capital raising overview
• Placement of $25 million
Placement size • ~6.9 million new Webjet shares (“New Shares”), or 9.8% of current issued capital
• Fixed offer price of $3.60 per New Share, representing:
Placement offer price − 6.0% discount to last close on 11 December 2012 of $3.83
− 5.8% discount to 5 day VWAP of $3.82
• The New Shares will be fully paid and will rank equally with Webjet’s existing
Ranking issued shares
• Placement is fully underwritten by Credit Suisse (Australia) Limited
Underwriting • The placement underwrite is subject to a range of customary termination events
• A non-underwritten Share Purchase Plan of $15,000 per eligible shareholder will
Share Purchase Plan be offered following the placement
• The Share Purchase Plan will be capped at a maximum of $5 million(1)
(“SPP”)
• Eligible shareholders are those who are registered on the record date of
11 December 2012 (7.00pm, Sydney time) with a registered address in Australia
or New Zealand
(1) The Company may, in its absolute discretion, undertake a scale back to the extent and in the manner it sees fit.
Acquisition of Zuji
11Indicative capital raising timetable
Key Dates – Placement
Bookbuild opens (10.00am) 12 December 2012
Bookbuild closes 12 December 2012
Webjet shares recommence trading 13 December 2012
Settlement of placement shares 19 December 2012
Allotment and trading of placement shares 20 December 2012
Key Dates – Share Purchase Plan
Record Date (7.00pm) 11 December 2012
SPP materials despatched to eligible shareholders 4 January 2012
SPP opens (10.00am) 7 January 2012
SPP closes (5.00pm) 18 January 2012
Allotment and trading of SPP shares 25 January 2012
Despatch of Transaction Confirmation Statements 31 January 2012
Note: Timetables are indicative and subject to change.
Acquisition of Zuji
12Foreign selling restrictions
International Offer Restrictions
This document does not constitute an offer of new ordinary shares (“New Shares”) of the Company in any jurisdiction in which it would be unlawful. New Shares
may not be offered or sold in any country outside Australia except to the extent permitted below.
United Kingdom
Neither the information in this document nor any other document relating to the offer has been delivered for approval to the Financial Services Authority in the
United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, as amended (“FSMA”)) has been published
or is intended to be published in respect of the New Shares. This document is issued on a confidential basis to “qualified investors” (within the meaning of section
86(7) of FSMA) in the United Kingdom, and the New Shares may not be offered or sold in the United Kingdom by means of this document, any accompanying
letter or any other document, except in circumstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should
not be distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person in the United Kingdom.
Any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with the issue or sale of the New
Shares has only been communicated or caused to be communicated and will only be communicated or caused to be communicated in the United Kingdom in
circumstances in which section 21(1) of FSMA does not apply to the Company.
In the United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in matters relating to
investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (“FPO”), (ii)
who fall within the categories of persons referred to in Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the FPO or (iii) to
whom it may otherwise be lawfully communicated (together “relevant persons”). The investments to which this document relates are available only to, and any
invitation, offer or agreement to purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this
document or any of its contents.
Acquisition of Zuji
13Foreign selling restrictions (cont’d)
Hong Kong
WARNING: This document has not been, and will not be, registered as a prospectus under the Companies Ordinance (Cap. 32) of Hong Kong (the “Companies
Ordinance”), nor has it been authorised by the Securities and Futures Commission in Hong Kong pursuant to the Securities and Futures Ordinance (Cap. 571) of
the Laws of Hong Kong (the “SFO”). No action has been taken in Hong Kong to authorise or register this document or to permit the distribution of this document or
any documents issued in connection with it. Accordingly, the New Shares have not been and will not be offered or sold in Hong Kong other than to “professional
investors” (as defined in the SFO).
No advertisement, invitation or document relating to the New Shares has been or will be issued, or has been or will be in the possession of any person for the
purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other than with respect to New Shares that are or are intended to be disposed of only to persons
outside Hong Kong or only to professional investors (as defined in the SFO and any rules made under that ordinance). No person allotted New Shares may sell, or
offer to sell, such securities in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such securities.
The contents of this document have not been reviewed by any Hong Kong regulatory authority. You are advised to exercise caution in relation to the offer. If you
are in doubt about any contents of this document, you should obtain independent professional advice.
Singapore
This document and any other materials relating to the New Shares have not been, and will not be, lodged or registered as a prospectus in Singapore with the
Monetary Authority of Singapore. Accordingly, this document and any other document or materials in connection with the offer or sale, or invitation for subscription
or purchase, of New Shares, may not be issued, circulated or distributed, nor may the New Shares be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in Singapore except pursuant to and in accordance with exemptions in Subdivision (4) Division
1, Part XIII of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), or as otherwise pursuant to, and in accordance with the conditions of any other
applicable provisions of the SFA.
This document has been given to you on the basis that you are (i) an existing holder of the Company’s shares, (ii) an “institutional investor” (as defined in the SFA)
or (iii) a “relevant person” (as defined in section 275(2) of the SFA). In the event that you are not an investor falling within any of the categories set out above,
please return this document immediately. You may not forward or circulate this document to any other person in Singapore.
Any offer is not made to you with a view to the New Shares being subsequently offered for sale to any other party. There are on-sale restrictions in Singapore that
may be applicable to investors who acquire New Shares. As such, investors are advised to acquaint themselves with the SFA provisions relating to resale
restrictions in Singapore and comply accordingly.
United States
This document may not be released or distributed in the United States. This document does not constitute an offer to sell, or a solicitation of an offer to buy,
securities in the United States. Any securities described in this document have not been, and will not be, registered under the US Securities Act of 1933 and may
not be offered or sold in the United States except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state
securities laws.
Acquisition of Zuji
14Foreign selling restrictions (cont’d)
Switzerland
The New Shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated
trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156
of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27ff of the SIX Listing Rules or the listing rules of any other stock
exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the New Shares may be publicly
distributed or otherwise made publicly available in Switzerland.
Neither this document nor any other offering or marketing material relating to the New Shares have been or will be filed with or approved by any Swiss regulatory
authority. In particular, this document will not be filed with, and the offer of New Shares will not be supervised by, the Swiss Financial Market Supervisory Authority
(FINMA).
This document is personal to the recipient only and not for general circulation in Switzerland.
New Zealand
This document does not constitute a prospectus or investment statement and has not been registered, filed with or approved by any New Zealand regulatory
authority under or in connection with the Securities Act 1978 (New Zealand).
This document is being distributed in New Zealand only to:
• persons whose principal business is the investment of money or who, in the course of and for the purposes of their business, habitually invest money;
• persons who are each required to pay a minimum subscription price of at least $500,000 for the New Shares before the allotment of those securities;
• persons who have each previously paid a minimum subscription price of at least $500,000 for the Company’s shares (the initial securities) in a single
transaction before the allotment of the initial securities, provided that:
− the offer of the New Shares is made by the issuer of the initial securities; and
− the offer of the New Shares is made within 18 months of the date of the first allotment of the initial securities; or
• persons to whom securities may be offered in New Zealand pursuant to the Securities Act (Overseas Companies) Exemption Notice 2002.
The New Shares are not being offered to any other person in New Zealand. Any investor who acquires New Shares must not, in the future, sell those securities in a
manner that will, or that is likely to, result in the sale of the securities being subject to the New Zealand Securities Act 1978 or that may result in the Company or its
directors incurring any liability whatsoever.
Acquisition of Zuji
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