Wienerberger’s Acquisition of Tondach Group Is Credit Positive
Last Tuesday, Wienerberger AG (Ba3 negative) announced that it had acquired Tondach Gleinstätten
Group, an entity that was previously held as a joint venture, for approximately €170 million (7.3x
EBITDA). The transaction, which is subject to customary closing conditions, is credit positive for
Wienerberger because it improves its regional and product diversity and allows for full consolidation of
Tondach, which will lead to a decrease of the group’s leverage ratio. The group’s pro forma net
debt/EBITDA for the 12 months ended 31 March was 4.6x versus 4.7x, excluding the transaction.
Wienerberger will initially increase its interest in Tondach to 82% and the financing banks, which agreed to
swap €26 million of debt into equity-like instruments, will own the remaining 18%. Wienerberger holds a
call option on the equity-like instruments, which it can exercise in 2017 and 2018 to take over the
remaining minority stake. Assuming the company realizes our projected deleveraging trajectory, exercising
the call options will not adversely affect Wienerberger’s leverage metrics.
Tondach is a leading manufacturer of clay roof tiles, with a market focus in central and eastern Europe,
particularly Austria, Czech Republic, Serbia, Hungary and Croatia. It generated revenues of €154 million
and EBITDA of €19.5 million in 2013, but the company has undergone a significant restructuring
program since 2012 amid adverse market conditions in its key markets. Tondach will complement
Wienerberger because it adds regional and product diversification. In contrast to Wienerberger’s bricks
business, which is very closely linked to the number of new housing starts, roofing products significantly
benefit from renovation activities, which are less cyclical. We also foresee a recovery in Tondach’s key
markets, which will contribute positively to Wienerberger’s earnings.
Wienerberger is currently weakly positioned in its rating category, with adjusted debt/EBITDA of 5.7x as of
the 12 months that ended March 2014, compared with 7.0x a year earlier. We expect a further deleveraging
to 5.0x by the end of the year. Wienerberger has a track record of buying out joint ventures, most recently
PipeLife in 2012, a producer of plastic pipes used for water and sewage, agriculture, gas and electricity
distribution, which is a clear source of diversification in the cyclical building materials market.