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THE M&A ANALYSIS
OF GE AND ALSTOM
FIN 5405 Mergers and Acquisitions
BY
Yan Meng
Chuyu Sun
Hao Zhang
Naifan Zhang
Rohit Chauhan
2
Contents
1. Background............................................................................................................................................................ 3
2. Introduction	of	General	Electric	Co. .................................................................................................................... 3
3. Introduction	of	Alstom ......................................................................................................................................... 4
4. The	motivation	for	the	Acquirer.......................................................................................................................... 5
Industrial Logic ......................................................................................................................................................... 5
Stakeholders Logic................................................................................................................................................... 6
5. The	Motivation	for	Alstom................................................................................................................................... 6
6. Synergies ................................................................................................................................................................ 6
Power synergy: the acquisition can expand GE’s power competitiveness. ............................................ 7
Power service synergy: broadening services capabilities .............................................................................. 7
Renewable Energy Synergy: Chain ...................................................................................................................... 7
Grid Synergy: Alstom Grid portfolio fit .............................................................................................................. 7
7. Process	Pursued .................................................................................................................................................... 7
Acquisition Proposal ............................................................................................................................................... 8
“Bidding War” with Siemens ............................................................................................................................ 8
Regulatory Approval ............................................................................................................................................... 9
The completion of the transaction ....................................................................................................................10
8. Valuation..............................................................................................................................................................10
Data Mining.............................................................................................................................................................10
DCF Valuation .........................................................................................................................................................11
Other Valuation Components.............................................................................................................................11
9. Key	Lessons	Learned ...........................................................................................................................................12
3
1. Background	
A	news	came	to	the	public	on	April	24	that	General	Electric	(GE)	was	in	talks	to	acquire	
Alstom	for	$13	billion.	Hearing	the	news,	Alstom’s	stocks	soared	immediately	as	much	
as	18	percent.	On	26	April	2014,	the	General	Electric	sent	the	Board	of	Directors	an	
offer,	acquiring	Alstom’s	three	electric	department:	Thermal	Power,	Renewable	Power	
and	 Power	 of	 Grid	 for	 13.5	 billion	 dollars.	 However,	 one	 of	 General	 Electric’s	
competitor,	Siemens,	didn’t	want	to	see	the	unification	between	GE	and	Alstom	and	
proposed	to	Alstom	an	alternative	deal	to	swap	train	and	energy	assets	to	beat	the	
offer	from	General	Electric	one	day	later	the	next	day.	Considering	that	its	product	line	
was	highly	overlapped	with	Siemen’s,	which	led	to	a	greater	layoffs	risk,	as	well	as	
opposition	from	European	regulator’s,	Alstom	refused	Siemens’s	proposal	and	stuck	
with	GE.	But	then	the	question	was,	is	13.5	billion	a	fair	price?	
2. Introduction	of	General	Electric	Co.	
Thomas	 Edison	 a	 genius	 inventor	 and	 business	 pioneer	 with	 interest	 in	 electricity	
related	 companies:	 Edison	 Lamp	 Company,	 a	 lamp	 manufacturer	 in	 East	 Newark;	
Edison	 Machine	 Works,	 a	 manufacturer	 of	 dynamos	 and	 large	 electric	 motors	 in	
Schenectady,	New	York;	Bergmann	&	Company,	a	manufacturer	of	electric	lighting	
fixtures,	sockets,	and	other	electric	lighting	devices;	and	Edison	Electric	Light	Company,	
the	patent-holding	company	and	the	financial	arm	backed	by	J.P.	Morgan	and	the	
Vanderbilt	family	for	Edison's	lighting	experiments.1
	 With	the	help	of	JP	Morgan	and	
Anthony	 Joseph	 Drexel,	 Edison	 fused	 these	 4	 companies	 together	 and	 formed	 a	
company	named	Edison	General	Electric	Company	in	New	York	on	April	24,	1889.	At	
their	initial	phase,	the	new	founded	company	acquired	Sprague	Electric	Railway	&	
Motor	 Company.	 Three	 years	 later	 in	 1892,	 Edison's	 company	 merged	 with	 the	
Thomson-Houston	 Electric	 Company	 and	 formed	 the	 company	 which	 is	 known	 to	
everybody	nowadays,	General	Electric	Company	(GE)2
.	In	the	same	year,	GE’s	stock	
began	trading	on	the	New	York	Stock	Exchange.	
	
In	the	year	1894,	Edison	sold	all	of	his	share	and	started	working	as	a	consultant	to	
general	electric	while	continuing	collecting	royalties	on	his	patents.	Charles	A.	coffin,	
who	had	been	the	leading	figure	at	Thomas-Houston	remained	president	of	general	
electric	until	1913.	In	the	same	year	an	engineer	named	Frank	Julian	Sprague	gave	his	
resignation	and	went	on	to	form	his	own	company,	the	Sprague	electrical	railways	and	
motor.	His	company	was	later	purchased	by	Edison.	The	merger	of	two	more	American	
based	companies	with	Thomson-Houston	made	it	the	biggest	supplier	of	electrical	
railway	systems	in	the	country.	In	1918,	GE,	AT&T,	and	Westinghouse	formed	the	Radio	
1
	 https://en.wikipedia.org/wiki/General_Electric	
2
	 http://www.ge.com/transformation/#energy
4
Corporation	 of	 America	 (RCA)	 to	 develop	 radio	 technology	 which	 expanded	 GE’s	
operations	into	radio	technology	area.	The	year	1943	had	witness	another	important	
event:	General	Electric	Capital	Corporation	was	established.	In	1957,	GE	received	a	
license	from	the	Atomic	Energy	Commission	to	operate	a	nuclear	power	plant,	and	
which	led	to	the	completion	a	lot	of	appliance	manufacturing	site,	such	as	Appliance	
Park,	in	Louisville,	Kentucky.	 	 The	year	1998	holds	significant	value	for	GE,	because	its	
revenues	surpassed	$100	billion.	From	2000	and	2001,	GE	suffered	from	a	failure	in	
acquisition:	GE	had	announced	a	$45	billion	deal	to	take	over	Honeywell	International	
Inc.	Which	was	blocked	by	European	Commission.	
	
GE	has	been	following	a	strategy	of	acquiring	other	company,	for	expansion	of	its	
business.	And	Alstom	was	its	last	target.	 	
3. Introduction	of	Alstom	 	
The	merger	between	two	French	companies	named	Thomson	Houston	electric-the	
Compagnie	française	pour	l'exploitation	des	procédés	Thomson	Houston	and	Société	
Alsacienne	de	Constructions	Mécaniques	in	the	year	1928	formed	a	new	company	
called	Alsthom	in	Belfort.	To	expand	its	operation	in	transportation,	Alsthom,	after	just	
4	 years	 of	 its	 operations	 acquired	 constructions	 Electriques	 de	 France,	 Tarbes,	 a	
manufacturer	of	electric	locomotives	as	well	as	electrical	and	hydraulic	equipment	(for	
a	complete	list	of	acquisitions/mergers	see	Acquisition	timeline	of	Alstom).	In	1969	
CGE	 (Compagnie	 Générale	 d'Electricité)	 a	 French	 global	 telecommunication	
equipment	company	with	head	quarters	in	Boulogne-Billancourt,	France,	emerged	as	
the	major	shareholders	of	Alsthom.	
	
Alsthom	had	made	several	world	records	till	1978.	In	1977	Alsthom	constructed	the	
first	1500mW	generating	power	generator	at	the	Paluel	power	station,	which	was	
meant	to	be	a	1300mW	station.	And	in	1978	it	delivered	to	SNCF	its	first	TGV,	which	
went	on	to	break	world	rail	speed	records	in	1981	(240	mph)	and	in	1990	(320.2	mph).	
It	also	received	an	order	for	the	largest	gas	turbine	in	the	world	from	EDF.	
	
As	the	French	market	became	insufficient,	in	the	year	1989	to	export	their	activities	to	
Europe	Compagnie	Générale	d'Electricité	(CGE)	and	the	U.K	general	electrical	company	
plc	(GEC)	merged	their	power	and	transport	activities	to	form	GEC	Alsthom.	In	the	year	
1998	the	company	name	was	changed	to	Alstom.	This	was	also	the	year	during	which	
Alstom’s	shares	were	listed	on	the	Paris	stock	exchange.	
	
Alstom	also	sold	a	lot	of	its	businesses,	for	instance	in	the	year	2000,	Alstom	sold	its	
diesel	engine	business	to	MAN	group.	And	in	the	year	2003	it	also	sold	industrial	
turbine	business	to	Siemens	for	€	1.1	billion.
5
At	the	beginning	of	2003	came	the	dark	era	for	Alstom.	A	sequence	of	poor	sales	threw	
the	company	into	a	pit	of	debt,	around	$5	billion	of	debt	liabilities	carrying	a	potential	
to	force	the	company	into	liquidation.	The	flaws	in	their	turbines	businesses	and	the	
collapse	of	customer	Renaissance	Cruises	with	a	downward	spiral	in	marine	market	
dropped	the	share	prices	of	Alstom	to	90%,	which	made	the	company	to	sell	a	couple	
of	their	subsidiaries	(electrical	transmission	and	distribution,	diesel	locomotive	and	
Alstom	power	rentals).	
	
Alstom	also	followed	the	strategy	of	reacquiring	several	companies	and	divisions.	The	
electric	power	transmission	division	of	Areva	SA	which	was	previously	sold	in	2004.	
The	 company	 also	 expanded	 its	 business	 operations	 by	 opening	 new	 facilities	 in	
Tennessee(USA),	China	and	Canada.	In	November	2013,	Alstom	sold	some	of	its	non-
core	assets	in	order	to	raise	cash	of	approximately	$1.2-$1.4	billion.	
	
Alstom	operated	in	three	main	business	areas:	Power	generation,	rail	transport,	and	
transmission.	In	April	2014,	Bloomberg	broke	the	news	that	General	Electric	was	in	
talks	to	acquire	Alstom’s	power	and	transmission	business.	
4. The	motivation	for	the	Acquirer	
Industrial	Logic	
GE	is	a	strong	contender	in	gas	turbines	and	wind	onshore,	whereas	Alstom	is	a	leader	
in	Steam	turbines,	hydro	and	power	of	grid.	The	integration	of	Alstom	Energy	within	
GE	can	strengthen	GE’s	future	development	prospects.	First	for	example	in	thermal	
energy,	 Alstom	 and	 GE	 have	 complementary	 services	 in	 steam	 and	 gas	 turbine	
technology.	Alstom	will	bring	its	specific	turnkey	project	expertise.	And	that	expertise	
could	bring	the	GE	fresh	thinking	and	new	power.	Secondly,	in	wind	power,	Alstom	is	a	
key	player	in	the	offshore	market,	GE	in	the	onshore	one,	so	the	merger	can	open	new	
markets	for	GE.	And	also,	considering	the	fact	that	all	three	segments	of	Alstom	have	
a	 combined	 sales	 figure	 of	 14.8	 billion	 Euro,	 and	 have	 5200	 of	 employees,	 the	
acquisition	will	surely	enlarge	the	size	of	GE.	Thirdly,	it	will	diversify	its	geographic	
exposure.	 According	 to	 the	 2014	 10k	 report	 of	 GE,	 Europe	 is	 the	 second	 biggest	
geographic	revenue	source	of	GE.	And	if	it	acquires	Alstom,	it	will	enlarge	its	European	
activities	 even	 further,	 which	 can	 make	 the	 company	 more	 diversified	 in	 the	
operations.	 Fourthly,	 the	 acquisition	 can	 promote	 the	 ability	 of	 GE	 to	 fund	 heavy	
investments	in	new,	and	that	can	make	the	company	financially	more	stable.	Fifthly,	it	
can	leverage	up	GE’s	financial	strength	and	make	GE	more	independent	in	energy	field.	
GE	is	a	large	electricity	supplier.	If	it	controls	the	power	generation	part,	then	it	will	be	
more	flexible	and	have	more	power	of	bargain.	So	that	they	can	be	more	stable	if	the	
market	 price	 fluctuates.	 Sixthly,	 hydro	 field	 is	 the	 field	 where	 GE	 lags	 operations,	
whereas	Alstom	practices	worldwide	leading	position.	The	combination	of	these	two	
will	 introduce	 GE	 into	 a	 new	 market.	 Seventhly,	 in	 services	 field,	 Alstom's	 large
6
portfolio	 matches	 perfectly	 with	 GE's	 global	 presence.	 Eighthly,	 in	 electricity	
transmission	 field,	 Alstom	 and	 GE	 are	 complementary	 both	 in	 the	 products	 and	
solutions	they	offer	and	their	geographical	presence.	
Stakeholders	Logic	
For	shareholders,	they	can	expect	a	raise	in	stock	price	and	an	increase	in	the	value	
whole	 company.	 Also,	 they	 can	 limit	 their	 risks	 of	 execution	 as	 well	 as	 the	 risk	 of	
operation,	 by	 diversifying	 their	 product	 line.	 For	 employees,	 they	 can	 work	 with	
diversified	work	forth	which	will	enhance	their	understanding	of	the	whole	global	
market.	For	customers	and	suppliers,	they	can	enjoy	lower	price	of	product	because	
the	company	can	lower	the	cost	of	production.	For	financial	partners,	they	can	enjoy	
a	stronger	financial	standing	by	having	the	two	companies	together.	
5. The	Motivation	for	Alstom	 	
Alstom	approved	to	sell	its	troubled	thermal	power	energy	and	transmission	business	
to	 GE	 in	 2014	 for	 €12.35bn.	 Out	 of	 which	 €700	 million	 was	 used	 to	 acquire	 GE’s	
signaling	activities	which	had	around	€400m	of	sales.	This	transaction	resulted	in	1,200	
new	rail	employees	and	opening	of	the	US	signaling	freight	market	to	Alstom.	The	
merger	 was	 a	 way	 to	 strengthen	 Alstom’s	 business	 in	 North	 America,	 after	 this	
transaction	 the	 French	 company	 would	 hold	 a	 good	 chunk	 of	 presence	 on	 all	 the	
continents	and	would	make	Alstom	a	leader	in	North	American	freight	signaling	by	
boosting	its	own	signaling	sale	by	40%.	It	will	also	provide	Alstom	with	a	wider	range	
of	products	and	give	it	a	better	geographical	coverage.	Not	only	from	the	expansion	
point	of	view	but	also	from	the	revenue	point	of	view	the	merger	was	looked	to	be	a	
great	success	for	the	debt	induced	French	giant,	as	Alstom	recorded	sales	of	€6.2	
billion	and	a	record	breaking	order	bookings	of	€10	billion	in	2014/15	fiscal	year.	The	
merger	was	not	only	seen	as	a	shield	to	protect	the	current	employees	interest	in	the	
company	but	also	a	vessel	to	create	more	employment	for	the	French	people	as	the	
expansion	of	the	company’s	operation	required	a	bigger	work	force.	The	merger	gave	
Alstom	 the	 opportunity	 to	 buy	 back	 his	 own	 share	 aiming	 to	 return	 part	 of	 the	
proceeds	of	the	transaction	with	GE	on	its	energy	businesses	to	shareholders.	Alstom	
followed	 the	 reduction	 mechanism,	 under	 which	 91.5	 million	 of	 shares	 which	
represented	approximately	29.5%	of	Alstom’s	capital	was	repurchased	by	Alstom.	In	
addition,	Alstom	also	received	commercial	support	from	GE,	by	allowing	Alstom	to	
assemble	and	service	GE	locomotives	in	certain	parts	of	the	world.	The	deal	also	led	
to	joint	sourcing	of	components	and	development	of	products	and	technology.	With	
the	 acquisition	 of	 troubled	 businesses	 by	 GE,	 Alstom	 could	 proceed	 to	 become	 a	
stronger	player	in	the	rail	business	by	devoting	all	of	its	focus	in	the	rail	market.	 	
6. Synergies
7
Power	synergy:	the	acquisition	can	expand	GE’s	power	competitiveness.	 	
Firstly,	 it	 is	 estimated	 that	 if	 GE	 acquires	 Alstom	 it	 can	 reduce	 $0.5	 billion	 the	
manufacturing	&services	fee,	$0.6	billion	sourcing	fee,	$0.8	billion	SG&A	consolidation	
expense,	and	$0.3	engineering	/technology	by	the	year	2020	which	in	total	would	save	
GE	Company	2.2	billion	dollars.	And	in	return,	Alstom	can	get	the	money	it	needs	for	
operation.	Secondly,	Alstom	can	bring	vertical	integration	of	key	technologies	to	GE	
and	can	help	GE	to	recapture	gross	margin	whereas	Alstom	can	share	GE’s	revenue	
and	margin	growth,	and	can	expand	BOP	scope,	and	finally	Alstom	can	make	execution	
for	customers	simpler.	Thirdly,	GE	can	create	30+	opportunities	in	heat	recovery	and	
steam	generators	per	year	as	well	as	40+	opportunities	in	gas	turbines	generators	per	
year.	 And	 Alstom	 can	 get	 low	 and	 medium	 voltage	 equipment.	 Fourthly,	 with	 the	
acquisition,	GE	can	extend	package	offering	with	Alstom	HRSGs	which	will	add	value	
to	GE.	Also,	it	will	increase	and	better	the	total	fulfillment,	execution	and	performance	
of	GE.	For	both	GE	and	Alstom,	they	will	have	more	global	business	partners,	which	
will	help	its	future	operations.	 	 All	in	all,	in	power	part,	for	GE	and	Alstom,	they	can	
improve	product	performance,	lower	product	cost,	improve	the	supply	efficiencies,	
increase	service	margins,	step	into	more	expanded	scope	and	can	manage	project	risk.	
Power	service	synergy:	broadening	services	capabilities	
Without	Alstom,	GE	installed	15,000	units’	base;	with	Alstom,	it	will	have	24,000	units,	
which	will	increase	its	bases	of	60%.	And	Alstom’s	relevant	assets	will	accelerate	GE’s	
total	assets	and	increase	GE’s	capability,	because	Alstom	is	stronger	in	steam	where	it	
has	a	broader	steam	portfolio	targeting	steam	tails.	More	specific,	the	current	assets	
under	GE’s	management	are	around	90	billion,	however,	with	Alstom,	the	target	assets	
of	GE	will	reach	to	600	billion.	And	also,	with	the	help	of	Alstom,	GE	can	expand	other	
OEM	capability	by	using	Alstom’s	technology	and	expertise.	Lastly,	the	acquisition	will	
add	levers	to	grow	power	services	of	GE.	 	
Renewable	Energy	Synergy:	Chain	
With	 Alstom,	 GE	 can	 leverage	 wind	 power	 to	 Alstom’s	 onshore	 and	 offshore	
businesses.	Also,	the	global	supply	chain	of	GE	and	Alstom,	where	both	the	companies	
possess	synergies	for	key	commodities	and	segments	like	steel,	blades,	casting	and	so	
on,	particularly	in	China,	where	their	primary	focus	is	to	bring	the	cost	down	year	by	
year.	
Grid	Synergy:	Alstom	Grid	portfolio	fit	
With	the	help	of	Alstom,	GE	can	lower	its	sourcing,	manufacturing	and	technology	cost	
of	0.5	billion.	And	in	SG&A,	two	companies	have	functional	synergies	like	simplification	
and	streamlining.	Also,	the	two	companies	can	expand	together:	strengthening	the	
electrical	balance	of	plant	and	expanding	Alstom	in	North	America.	
7. Process	Pursued
8
Acquisition	Proposal	
On	 24	 April	 2014,	 General	 Electric	 raised	 a	 proposal	 to	 acquire	 Alstom’s	 energy	
business,	which	would	be	one	of	the	GE’s	largest	deal	in	a	decade,	if	succeeded.	As	
soon	as	the	news	came	out,	Alstom’s	shares	closed	11%	higher	in	Paris.	GE’s	shares	
also	rose	4	cents	closing	at	NYSE.	On	30	April	2014,	Alstom	confirmed	an	offer	which	
GE	submitted	to	acquire	the	Thermal,	Renewables	and	Grid	business	of	Alstom	for	
€12.35	billion,	included	€9.9	billion	enterprise	value	and	€2.5	billion	of	net	cash.	 	
	
GE	and	Alstom	both	believed	that	the	combination	of	energy	business	would	create	a	
more	competitive	entity	to	better	service	customer	needs.	In	the	energy	field,	GE	and	
Alstom	 are	 complementary	 to	 each	 other,	 with	 several	 overlapping	 markets.	
Integration	 would	 generate	 more	 than	 $1.2	 billion	 (€880million)	 in	 annual	 cost	
synergies	 by	 year	 five	 and	 bring	 efficiency	 to	 supply	 chain,	 service	 infrastructure,	
commercial	reach	and	new	product	development.3
	 This	acquisition	would	generate	
strong	operating	assets	and	would	provide	GE	with	a	long-term	growth	opportunity.	
GE	Chief	Executive	Jeff	Immelt	believed	that	this	acquisition	would	help	GE	reduce	
reliance	 on	 its	 finance	 business	 and	 tilt	 company’s	 earnings	 more	 heavily	 toward	
industrial	operations.	The	Alstom	board	of	directors	also	had	a	positive	response	to	
GE’s	offer;	had	an	unanimously	approval	on	21	June	2014.	
	 “Bidding	War”	with	Siemens	
While	 GE’s	 acquisition	 was	 processing	 in	 full	 swing,	 in	 April	 2014,	 Alstom	 Chief	
Executive	 Patrick	 Kron	 received	 an	 “olive	 branch”	 from	 German	 engineering	 giant	
Siemens,	showing	that	Siemens	would	like	to	team	up	with	Alstom	in	the	energy	and	
transport	field.	This	proposal	seemed	to	be	welcomed	by	French	economic	minister	
Arnaud	 MonteBourg,	 because	 the	 France	 government	 was	 worried	 that	 the	
acquisition	by	GE	would	be	a	threat	to	the	France’s	economic	sovereignty	and	wanted	
to	 intervene	 the	 transaction.	 However,	 investors	 and	 analysts	 suspected	 that	 the	
greater	product	overlap	between	Alstom	and	Siemens	would	introduce	greater	job	
risk	and	potential	issues.	
	
On	16	June	2014,	Siemens	together	with	Japanese	conglomerate	Mitsubishi	Heavy	
Industries	Ltd.	launched	a	bid	for	Alstom	for	over	€13.35	billion	to	thwart	GE’s	earlier	
€12.35	billion	offer.	On	19	June	2014,	GE	refined	its	bid	by	adding	job	guarantees	and	
alliances	in	nuclear	technology	and	rail.	And	it	also	sold	its	train-signaling	business	to	
Alstom,	in	an	effort	to	support	the	appeal	of	its	earlier	offer.	The	acquisition	started	
turning	into	a	bidding	war,	as	Siemens	and	GE	upgraded	their	offering	price	to	€14.6	
billion	on	20	June	2014.	On	22	June	2014,	the	Alstom	board	of	directors	approved	GE’s	
3
	 “GE	offers	$13.5	billion	enterprise	value	to	acquire	Alstom	Thermal,	Renewables,	and	Grid	businesses”,	April	30,	
2014,	 Retrieved	 from:	 http://www.genewsroom.com/ge-offers-%2413.5-billion-enterprise-value-to-acquire-
alstom-thermal-renewables-and-grid-businesses-97385
9
offer	through	the	company’s	internal	E-mail	stating	that	GE’s	offer	not	only	met	the	
interests	of	shareholders	of	Alstom,	but	also	appeased	French	politicians	demanding	
job	guarantees	and	concessions	on	energy	independence.4
	
	
Although	 Siemens	 failed	 in	 the	 acquisition	 of	 Alstom’s	 energy	 business	 and	 the	
intervention	 of	 Siemens	 had	 more	 impact	 in	 politics	 than	 in	 finance,	 it	 still	 was	 a	
significant	 improvement	 in	 the	 France	 government’s	 standpoint,	 that	 made	 GE	 to	
quickly	adjust	the	acquisition	strategy	and	make	concessions	in	terms	of	price.	 	
	
On	19	December	2014,	Alstom’s	Shareholders	Meeting	authorized	the	sale	of	the	
Energy	businesses	to	GE	with	a	majority	of	99.2%.	
Regulatory	Approval	
The	European	Commission	started	having	concerns	about	the	transaction	after	GE	
outbid	 a	 rival	 offer	 for	 Alstom’s	 energy	 assets	 from	 Siemens	 and	 Mitsubishi.	 The	
takeover	of	Alstom,	a	pearl	of	France	industry,	by	a	US	based	company,	drew	a	great	
attention	to	the	European	Union’s	top	antitrust	authority.	The	European	Commission	
was	worried	that	this	acquisition	could	limit	the	competition	in	the	market	for	heavy-
duty	gas	turbines	and	“might	not	only	lead	to	higher	prices	but	also	result	in	less	choice	
for	customers	and	less	innovation	in	the	sector.”5
	 On	23	February	2015,	the	European	
Commission	 began	 an	 in-depth	 investigation	 in	 merging	 the	 GE	 &	 Alstom	 energy	
businesses.	 The	 U.S.	 Department	 of	 Justice,	 Antitrust	 Division,	 requested	 further	
documents.	
	
In	view	of	the	blocked	deal	of	acquiring	Honeywell,	GE	took	a	positive	step	in	this	
transaction	and	made	every	effort	to	allay	the	regulators’	concern.	Jeff	Immelt	said	
that	GE	was	willing	to	sell	off	intellectual	property	and	sell	parts	of	business	to	secure	
the	regulatory	approval.	Although	the	deadline	for	the	EU’s	investigation	had	been	
extended	 several	 times,	 GE	 kept	 seeking	 the	 deeper	 concessions	 and	 convincing	
regulators	that	their	initial	concerns	were	insignificant.	 	 	
	
On	 8	 September	 2015,	 GE	 finally	 received	 the	 approval	 from	 the	 EU’s	 antitrust	
authority,	 subject	 to	 the	 divestiture	 of	 Alstom's	 large	 and	 very	 large	 gas	 turbine	
manufacturing	and	service	business	to	the	Italian	competitor	Ansaldo	Energia	and	a	
job	 guarantee	 for	 French	 employees	 of	 Alstom.	 Regulators	 believed	 that	 this	
adjustment	will	build	healthy	competition	in	the	European	market.	Meanwhile,	the	US	
4
	 Alex	Webb	and	Francois	de	Beaupuy,	“Siemens	Group	Boosts	Alstom	Energy	Offer	to	$19.9	Billion”,	June	20,	
2014	 Retrieved	 from:	 http://www.bloomberg.com/news/articles/2014-06-20/siemens-mitsubishi-group-lifts-
alstom-bid-as-ge-battle-heats-up	
5
	 Tom	 Fairless	 and	 Ted	 Mann,	 “EU	 to	 Open	 Probe	 into	 GE-Alstom	 Deal”,	 Feb	 23,	 2015,	 Retrieved	 from:	
http://www.wsj.com/articles/eu-opens-probe-into-ge-alstom-deal-1424710060
10
Department	of	Justice	made	an	announcement	on	the	same	day,	that	20	countries	
had	approved	the	deal.	GE	now	had	the	green	light	to	acquire	Alstom’s	energy	assets.	 	
The	completion	of	the	transaction	
On	2	November	2015,	GE	completed	the	long-running	acquisition	of	Alstom’s	power	
business.	The	final	valuation	was	€12.4	billion,	of	which	€9.7	billion	was	transferred	to	
Alstom,	leading	to	refocus	on	rail	transport;	the	remainder	was	reinvested	by	Alstom	
in	GE	&	Alstom’s	joint	ventures:	the	Grid	alliance,	the	Renewable	alliance	and	the	
scope	of	the	Global	Nuclear	&	French	Steam	alliance.6
	 	
8. Valuation	
The	valuation	of	this	transaction	is	primarily	based	on	the	DCF	approach	to	the	target	
company,	the	thermal	and	renewable	power	and	grid	unit	of	Alstom.	We	discount	all	
the	free	cash	flows	to	the	year	of	2014.	Most	of	the	data	are	extracted	from	the	
Bloomberg	Terminal.	After	that	some	of	the	valuation	components	also	have	to	be	
considered	in	the	valuation,	and	these	components	are	hardly	to	quantify	from	the	
limited	data	and	resources.	 	
Data	Mining	
The	data	mining	for	DCF	valuation	is	challenged,	because	Alstom	is	a	French	Company	
and	GE	only	actually	acquired	three	segments	of	Alstom.	Fortunately,	we	find	some	
key	financial	data	which	can	directly	reflect	the	three	segments	of	Alstom,	as	shown	in	
Exhibit	3.	Another	important	table	we	found	is	the	growth	rate	estimation	of	some	
financial	data	for	Alstom	from	2014	to	2019,	as	shown	in	Exhibit	4.	However,	these	
data	are	not	integrated	and	enough	for	the	DCF	approach.	We	have	to	find	more	
relevant	 numbers	 to	 help	 to	 do	 the	 DCF	 valuation.	 Here	 are	 some	 key	 data	 we	
calculated	for	the	valuation.	
	
§ WACC:	We	found	the	WACC	2014	annual	report	on	Bloomberg	Terminal.	We	used	this	
number	directly	because	we	believe	this	data	is	more	convincible	than	we	calculated	
according	to	the	equation	and	fractional	data.	The	2014	annual	WACC	is	9%	as	shown	
in	Exhibit	5.	
§ FCF:	Firstly,	we	predicted	the	Operating	Income	and	Depreciation	according	to	the	
estimated	growth	rate	in	Exhibit	4,	and	evaluated	the	capital	expenditures	according	
to	the	growth	rate	that	calculate	the	geometric	average	growth	in	history.	Secondly,	
there	is	no	actual	number	of	incremental	working	capital	for	thermal	and	renewable	
power	and	grid	unit,	so	we	estimated	it	in	another	way.	In	Exhibit	3,	there	is	an	item	
called	 capital	 employed,	 which	 is	 the	 sum	 of	 working	 capital	 and	 fixed	 asset.	 By	
6
“Management	 Report	 on	 Consolidated	 Financial	 Statements	 Fiscal	 Year	 2014/15”,	 Retrieved	 from:	
http://www.alstom.com/Global/Group/Resources/Documents/Investors%20document/Financial%20results/2014
-15/MDA_FY_14-15_VA.pdf?epslanguage=en-GB
11
subtracting	the	fixed	asset,	we	estimated	the	working	capital	and	then	forecasted	the	
incremental	working	capital.	Thirdly,	we	figured	out	the	corporate	tax	rate	in	France	is	
33.3%7
.	Finally,	we	forecasted	the	future	cash	flows	and	discounted	the	FCFs	for	the	
three	segments,	as	shown	in	Exhibit	6.	
§ Terminal	Value:	For	the	future	growth	rate,	we	calculated	the	average	growth	rate	of	
EBIT	in	the	following	years	excluding	the	outlier	value.	The	estimated	growth	rate	is	
2.0498%.	 Then	 we	 calculated	 the	 terminal	 value	 of	 each	 segment	 in	 terms	 of	 the	
equation,	 𝑇𝑒𝑟𝑚𝑖𝑛𝑎𝑙	𝑉𝑎𝑙𝑢𝑒 = 𝐶𝐹/×(1 + 𝑔)/(𝐾8 − 𝑔)	
§ Long-term	Debt:	Because	of	the	limited	data,	we	don’t	have	the	exact	long-term	debt	
for	thermal	and	renewable	power	and	grid	unit.	We	could	find	the	long-term	debt	for	
the	whole	Alstom	group	in	its	balance	sheet,	so	we	assumed	that	the	proportion	of	
long-term	debt	is	the	same	in	these	three	segment	as	in	the	whole	Alstom,	as	shown	
in	Exhibit	7.	
DCF	Valuation	
After	the	complex	data	mining,	we	finally	figured	out	the	DCF	approach	valuation,	
which	is	the	difference	between	the	total	DCF	and	the	total	long-term	debt	of	Thermal	
and	Renewable	Power	and	Grid	Unit.	The	value	is	€11,435.77	million,	as	shown	in	
Exhibit	8.	It	is	less	than	the	historical	transaction	price	€12,350.00	million,	probably	
because	some	other	valuation	components	may	create	the	premium	of	this	payment.	
In	terms	of	our	valuation,	this	premium	is	about	€914	million.	
Other	Valuation	Components	
Some	valuation	components	could	explain	why	a	buyer	may	pay	a	premium	over	the	
present	market	value.	These	components	include:	 	
§ Cost	savings:	As	mentioned	in	the	Synergies	part,	about	2.2	billion	dollars	cost	saving	
will	be	brought	to	GE	by	the	year	2020.	If	we	assume	that	these	savings	will	be	effective	
evenly	in	the	years	from	2015	to	2020,	the	discounted	savings	in	the	year	of	2014	is	
€1644.83	million.	
§ Competitor:	As	mentioned	in	the	Process	Pursued	part,	Siemens	and	Mitsubishi	once	
made	an	€14.6	billion	offer,	which	was	about	€2250	million	more	than	the	GE’s	one.	
This	bidding	brought	huge	pressure	to	lift	the	price.	 	
	
We	absolutely	couldn’t	simply	add	the	discounted	cost	savings	and	competitor’s	price	
together	 as	 the	 other	 valuation	 premium.	 It	 is	 very	 hard	 to	 quantify	 how	 much	
premium	brought	by	cost	savings	and	competitor.	We	still	believe	that	the	price	of	
€12,350.00	 million	 is	 slightly	 low,	 even	 if	 half	 of	 the	 premium	 valuation	 would	
influence	the	final	transaction	valuation.	If	half	of	the	premium	valuation	is	added,	the	
final	valuation	would	be	approximately	€13,340.00	million,	which	is	€1	billion	higher	
than	the	historical	price.	Therefore,	at	least,	this	is	a	small	financial	benefit	for	GE.	
7
	 France	Corporate	Tax	Rate,	1981	–	2016,	“Trading	Economics”;	available	from:	
http://www.tradingeconomics.com/france/corporate-tax-rate
12
9. Key	Lessons	Learned	
• The	 initial	 lesson	 we	 learned	 is,	 in	 every	 transaction,	 there	 are	 several	
beneficiaries.	If	a	company	wants	to	make	the	merger	or	transactions	successful,	
it	has	to	satisfy	every	beneficiary.	 	 In	this	specific	case	for	example,	GE	gained	
the	most	out	of	this	transaction	by	complying	not	only	with	the	needs	of	Alstom	
but	 also	 with	 the	 conditions	 and	 interests	 of	 the	 French	 government	 and	
employees.	To	get	the	French	government	off	their	back,	GE	agreed	to	introduce	
more	employment	opportunities	in	France	including	the	fulfillment	of	some	other	
basic	terms.	Current	employees	on	the	other	hand	gained	as	GE	assured	them	
that	it	will	follow	a	policy	of	no	lay-offs	and	better	career	prospects.	Even	the	
competitors	 like	 Siemens	 and	 Ansaldo	 received	 their	 fair	 share	 from	 this	
transaction	as	the	former	attained	fame	through	participating	in	this	bidding	war	
and	the	latter	benefited	by	owning	the	gas	turbine	business	of	Alstom	at	a	fair	
price.	 This	 acquisition	 also	 turned	 out	 to	 be	 advantageous	 for	 the	 acquire	 as	
Alstom	by	getting	rid	of	its	troubled	businesses	can	now	direct	its	focus	on	rail	
transport.	
• The	estimated	value	of	the	company	gets	affected	by	several	factors.	The	future	
cash	flow	will	be	affected	by	the	estimation	of	the	future	growth	rate,	capital	
expenditure,	 incremental	 working	 capital,	 non-cash	 expense	 and	 so	 on.	 Also,	
other	 factors	 that	 will	 affect	 the	 value	 of	 the	 company	 are	 cost	 saving	 from	
synergy	and	the	competition	from	all	the	rivals.	 	
• The	abundance	of	overlapping	businesses	can	sometimes	affect	the	transaction	
negatively.	As	we	noticed	in	our	readings	that	the	major	deal	breaking	factor	
between	Alstom	and	Siemens	was	the	unnecessary	overlapping	in	their	several	
businesses.	 	 	
• In	global	mergers,	there	are	numerous	formalities	to	be	fulfilled	which	can	cause	
the	 transaction	 to	 drag	 for	 several	 months.	 As	 in	 this	 particular	 merger	 the	
investigation	lasted	for	an	irrelevantly	long	period,	due	to	which	the	deadline	has	
to	be	extended	more	than	once.	
• Financial	synergies	allow	companies	to	lower	cost	of	capital	and	leverage	on	the	
combined	financial	statement	for	better	financing	structure.	As	GE	estimated	that	
after	the	merger	it	can	save	the	company	a	total	of	$2.2	billion	dollars	in	costs.	
• Diversification	and	globalization	are	considered	as	key	factors	when	a	company	
wants	to	become	financially	stronger,	and	minimize	the	impact	of	global	shocks.	
For	instance,	we	observed	that	approximately	17%	of	GE’s	revenue	comes	from	
Europe	so	acquiring	Alstom	would	further	strengthen	the	hold	in	Europe	which	
will	benefit	GE	in	case	of	market	crash.	
• Competitive	 advantage	 is	 also	 a	 major	 factor	 in	 mergers	 as	 the	 combined	
company	can	handle	the	intense	market	competition	better	with	assess	to	more	
resources	and	increased	market	share.
13
	
Appendix	
Exhibit	1	Acquisition	Timeline	of	General	Electric	Co.
14
Exhibit	2	Acquisition	Timeline	of	Alstom
15
Exhibit	3	Historical	Financial	Data	of	Target	Company	from	Bloomberg,	2007	–	2014	
(€	000s)	
ALSTOM	SA	(ALO	FP)	
-	BY	SEGMENT	
	 	 	 	 	 	 	 	
IN	 MILLIONS	 OF	 EUR	
EXCEPT	PER	SHARE	
FY	2007	 FY	2008	 FY	2009	 FY	2010	 FY	2011	 FY	2012	 FY	2013	 FY	2014	
THERMAL	POWER	 	 	 	 	 	 	 	 	
ASSETS	 9745.00	 11888.00	 13640.00	 13953.00	 11451.00	 11570.00	 10835.00	 9610.00	
LIABILITIES	 8287.00	 10601.00	 12171.00	 11749.00	 9184.00	 9500.00	 8571.00	 7145.00	
CAPITAL	EMPLOYED	 1458.00	 1287.00	 1469.00	 2204.00	 2267.00	 2070.00	 2264.00	 2465.00	
REVENUE	 8871.00	 11370.00	 13054.00	 13901.00	 9725.00	 8726.00	 9179.00	 	
OPERATING	INCOME	 711.00	 1007.00	 1248.00	 1468.00	 879.00	 850.00	 959.00	 	
DEPRECIATION	 AND	
AMORTIZATION	
177.00	 199.00	 226.00	 224.00	 228.00	 223.00	 225.00	 	
CAPITAL	
EXPENDITURES	
-189.00	 -296.00	 -407.00	 -428.00	 -335.00	 -264.00	 -238.00	 		
GRID	 	 	 	 	 	 	 	 	
ASSETS	 —	 —	 —	 —	 5891.00	 5197.00	 5462.00	 5072.00	
LIABILITIES	 —	 —	 —	 —	 3809.00	 3058.00	 3280.00	 2972.00	
CAPITAL	EMPLOYED	 —	 —	 —	 —	 2082.00	 2139.00	 2182.00	 2100.00	
REVENUE	 —	 —	 —	 —	 3653.00	 4013.00	 3829.00	 	
OPERATING	INCOME	 —	 —	 —	 —	 218.00	 248.00	 238.00	 	
DEPRECIATION	 AND	
AMORTIZATION	
—	 —	 —	 —	 229.00	 209.00	 134.00	 	
CAPITAL	
EXPENDITURES	
—	 —	 —	 —	 -126.00	 -140.00	 -113.00	 		
RENEWABLE	POWER	 	 	 	 	 	 	 	 	
ASSETS	 —	 —	 —	 —	 2191.00	 2674.00	 3106.00	 3104.00	
LIABILITIES	 —	 —	 —	 —	 1387.00	 1630.00	 1906.00	 1641.00	
CAPITAL	EMPLOYED	 —	 —	 —	 —	 804.00	 1044.00	 1200.00	 1463.00	
REVENUE	 —	 —	 —	 —	 1941.00	 2027.00	 1803.00	 	
OPERATING	INCOME	 —	 —	 —	 —	 173.00	 150.00	 88.00	 	
DEPRECIATION	 AND	
AMORTIZATION	
—	 —	 —	 —	 34.00	 45.00	 34.00	 	
CAPITAL	
EXPENDITURES	
—	 —	 —	 —	 -76.00	 -179.00	 -166.00
16
Exhibit	4	Future	Growth	Rate	Prediction	from	Bloomberg,	2014	–	2019	(€	000s)	
ALO	FP	EQUITY	 	 	 	 	 	 	 	
CURRENCY	 	 	 	 	 	 	 	
IN	MILLIONS	OF	EUR	
FY	2014	
Est	
FY	2015	
Est	
FY	2016	
Est	
FY	2017	
Est	
FY	2018	
Est	
FY	2019	
Est	
Average	
Growth	
12	MONTHS	ENDING	 03/31/14	 03/31/15	 03/31/16	 03/31/17	 03/31/18	 03/31/19	 		
REVENUE	 -1.5141%	 -68.9306%	 8.9445%	 6.3118%	 4.9825%	 4.0001%	 	
GROSS	MARGIN	%	 2.6306%	 66.6583%	 -	 -0.3425%	 0.0000%	 5.7650%	 	
OPERATING	PROFIT	 14.9576%	 62.2222%	 0.0000%	 0.0000%	 10.1874%	 4.7210%	 	
EBIT	 -19.9675%	 -70.2669%	 -39.4340%	 3.4836%	 11.9252%	 12.7580%	 2.0498%	
EBITDA	 -15.0050%	 -73.3799%	 -21.1608%	 	 8.4004%	 7.5021%	 	
PRE-TAX	PROFIT	 -4.8755%	 -84.9039%	 	 216.1695%	 31.4873%	 8.7172%	 	
NET	INCOME	ADJ+	 -17.2608%	 -65.9811%	 0.0000%	 0.0000%	 24.8687%	 8.9450%	 	
NET	INCOME,	GAAP	 -13.2170%	 -55.5423%	 0.0000%	 -92.2454%	 38.3340%	 16.3543%	 	
NET	DEBT	 22.0843%	 10.0510%	 -93.4629%	 -37.0800%	 1.2171%	 0.0000%	 	
RETURN	ON	EQUITY	%	 -17.3793%	 -67.5193%	 0.0000%	 -90.9981%	 16.7713%	 18.5939%	 	
RETURN	ON	ASSETS	%	 -14.7209%	 -83.5840%	 0.0000%	 -86.0262%	 40.9683%	 14.5310%	 	
DEPRECIATION	 29.3333%	 -33.3333%	 -11.3793%	 -32.5263%	 6.7863%	 2.2644%	 	
FREE	CASH	FLOW	 0.0000%	
-
293.1404%	
72.5693%	 98.7925%	 0.0000%	 216.3981%	 	
CAPEX	 -9.3989%	 -44.8073%	 -80.7044%	 -55.8560%	 -5.4650%	 -21.4119%	 		
	
	
	
	
	
	
Exhibit	5	Cost	of	Capital	of	Alstom	
2014	A	 WEIGHT	 COST	 WEIGHT*COST	
EQUITY	 51.80%	 15.00%	 7.80%	
DEBT	COST	(A-T)	 48.20%	 2.50%	 1.20%	
PREFERRED	EQUITY	 0.00%	 0.00%	 0.00%	
WACC	 		 		 9.00%
17
Exhibit	6	Cash	Flow	Forecasts,	2014	–	2019	(€	000s)	
ALSTOM	SA	(ALO	FP)	 	
-	BY	SEGMENT	
	 	 	 	 	 	 	 	
IN	MILLIONS	OF	EUR	
EXCEPT	PER	SHARE	
FY	2014	 FY	2015	 FY	2016	 FY	2017	 FY	2018	 FY	2019	
Terminal	
Value	
Growth	
rate	
12	MONTHS	ENDING	 03/31/14	 03/31/15	 03/31/16	 03/31/17	 03/31/18	 03/31/19	 	 	
THERMAL	POWER	 	 	 —	 —	 —	 —	 	 	
OPERATING	INCOME	 1102.44	 1788.41	 1788.41	 1788.41	 1970.60	 2063.63	 	 	
DEPRECIATION	 AND	
AMORTIZATION	
291	 194	 171.92	 116.00	 123.88	 126.68	 	 	
CAPITAL	
EXPENDITURES	
-247.32	 -257.01	 -267.08	 -277.54	 -288.41	 -299.70	 	 	
OI	GROWTH	RATE	 0.15	 0.62	 0.00	 0.00	 0.10	 0.05	 	 1.05	
DEP.	GROWTH	RATE	 0.29	 -0.33	 -0.11	 -0.33	 0.07	 0.02	 	 1.04	
CAPITAL	
EXPENDITURES	
GROWTH	RATE	
	 	 	 	 	 	 	 1.04	
WORKING	CAPITAL	 1504	 1768.70	 	 	 	 	 	 1.18	
INCREMENTAL	
WORKING	CAPTIAL	
264.70	 	 	 	 	 	 	 	
FCF	 	 865.16	 833.01	 766.63	 885.16	 938.72	 13783.22	 	
DCF	 		 793.72	 701.13	 591.98	 627.07	 610.10	 8958.15	 		
GRID	 	 	 	 	 	 	 	 	
OPERATING	INCOME	 273.60	 443.84	 443.84	 443.84	 489.05	 512.14	 	 	
DEPRECIATION	 AND	
AMORTIZATION	
173.31	 115.54	 102.39	 69.09	 73.77	 75.45	 	 	
CAPITAL	
EXPENDITURES	
-107.01	 -101.34	 -95.97	 -90.89	 -86.07	 -81.51	 	 	
OI	GROWTH	RATE	 —	 —	 —	 —	 —	 —	 	 1.04	
DEP.	GROWTH	RATE	 —	 —	 —	 —	 —	 —	 	 0.76	
CAPITAL	
EXPENDITURES	
GROWTH	RATE	
—	 —	 —	 —	 —	 —	 	 0.95	
WORKING	CAPITAL	 1592.80	 1627.56	 —	 —	 —	 —	 	 1.02	
INCREMENTAL	
WORKING	CAPTIAL	
34.76	 —	 —	 —	 —	 —	 	 	
FCF	 	 275.47	 267.70	 239.48	 279.14	 300.77	 4416.25	 	
DCF	 		 252.73	 225.31	 184.92	 197.75	 195.48	 2870.26	 		
RENEWABLE	POWER	 	 	 	 	 	 	 	 	
OPERATING	INCOME	 101.16	 164.11	 164.11	 164.11	 180.83	 189.36	 	 	
DEPRECIATION	 AND	
AMORTIZATION	
43.97	 29.32	 25.98	 17.53	 18.72	 19.14
18
Exhibit	6	(continued)	
ALSTOM	SA	(ALO	FP)	 	
-	BY	SEGMENT	
	 	 	 	 	 	 	 	
IN	MILLIONS	OF	EUR	
EXCEPT	PER	SHARE	
FY	2014	 FY	2015	 FY	2016	 FY	2017	 FY	2018	 FY	2019	
Terminal	
Value	
Growth	
rate	
12	MONTHS	ENDING	 03/31/14	 03/31/15	 03/31/16	 03/31/17	 03/31/18	 03/31/19	 	 	
CAPITAL	
EXPENDITURES	
-140.33	 -161.78	 -156.04	 -152.72	 -156.84	 -155.20	 	 	
OI	GROWTH	RATE	 —	 —	 —	 —	 —	 —	 	 0.71	
DEP.	GROWTH	RATE	 —	 —	 —	 —	 —	 —	 	 1.00	
CAPITAL	
EXPENDITURES	
GROWTH	RATE	
—	 —	 —	 —	 —	 —	 	 1.48	
WORKING	CAPITAL	 1152.60	 —	 —	 —	 —	 —	 	 1.25	
INCREMENTAL	
WORKING	CAPTIAL	
189.23	 —	 —	 —	 —	 —	 	 	
FCF	 	 -212.24	 -209.83	 -214.96	 -206.75	 -198.98	 -2921.69	 	
DCF	 		 -194.71	 -176.61	 -165.99	 -146.46	 -129.33	 -1898.90	 		
	
	
	
Exhibit	7	Long-term	Debt,	2014	(€	000s)	
		 LONG-TERM	DEBT	 LIABILITIES	
ALSTOM	SA(ALO	FP)	 4407.00	 25144.00	
THERMAL	POWER	 1252.31	 7145.00	
GRID	 520.90	 2972.00	
RENEWABLE	POWER	 287.62	 1641.00	
TOTAL	SEGMENTS	 2060.83	 	
	
	
	
	
Exhibit	8	DCF	Valuation	(€	000s)	
	 VALUE	
TOTAL	DCF	 13496.6036	
LT	DEBT	 2060.82986	
DCF	VALUATION	 11435.77374

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The M&A project of GE and Alstom

  • 1. THE M&A ANALYSIS OF GE AND ALSTOM FIN 5405 Mergers and Acquisitions BY Yan Meng Chuyu Sun Hao Zhang Naifan Zhang Rohit Chauhan
  • 2. 2 Contents 1. Background............................................................................................................................................................ 3 2. Introduction of General Electric Co. .................................................................................................................... 3 3. Introduction of Alstom ......................................................................................................................................... 4 4. The motivation for the Acquirer.......................................................................................................................... 5 Industrial Logic ......................................................................................................................................................... 5 Stakeholders Logic................................................................................................................................................... 6 5. The Motivation for Alstom................................................................................................................................... 6 6. Synergies ................................................................................................................................................................ 6 Power synergy: the acquisition can expand GE’s power competitiveness. ............................................ 7 Power service synergy: broadening services capabilities .............................................................................. 7 Renewable Energy Synergy: Chain ...................................................................................................................... 7 Grid Synergy: Alstom Grid portfolio fit .............................................................................................................. 7 7. Process Pursued .................................................................................................................................................... 7 Acquisition Proposal ............................................................................................................................................... 8 “Bidding War” with Siemens ............................................................................................................................ 8 Regulatory Approval ............................................................................................................................................... 9 The completion of the transaction ....................................................................................................................10 8. Valuation..............................................................................................................................................................10 Data Mining.............................................................................................................................................................10 DCF Valuation .........................................................................................................................................................11 Other Valuation Components.............................................................................................................................11 9. Key Lessons Learned ...........................................................................................................................................12
  • 3. 3 1. Background A news came to the public on April 24 that General Electric (GE) was in talks to acquire Alstom for $13 billion. Hearing the news, Alstom’s stocks soared immediately as much as 18 percent. On 26 April 2014, the General Electric sent the Board of Directors an offer, acquiring Alstom’s three electric department: Thermal Power, Renewable Power and Power of Grid for 13.5 billion dollars. However, one of General Electric’s competitor, Siemens, didn’t want to see the unification between GE and Alstom and proposed to Alstom an alternative deal to swap train and energy assets to beat the offer from General Electric one day later the next day. Considering that its product line was highly overlapped with Siemen’s, which led to a greater layoffs risk, as well as opposition from European regulator’s, Alstom refused Siemens’s proposal and stuck with GE. But then the question was, is 13.5 billion a fair price? 2. Introduction of General Electric Co. Thomas Edison a genius inventor and business pioneer with interest in electricity related companies: Edison Lamp Company, a lamp manufacturer in East Newark; Edison Machine Works, a manufacturer of dynamos and large electric motors in Schenectady, New York; Bergmann & Company, a manufacturer of electric lighting fixtures, sockets, and other electric lighting devices; and Edison Electric Light Company, the patent-holding company and the financial arm backed by J.P. Morgan and the Vanderbilt family for Edison's lighting experiments.1 With the help of JP Morgan and Anthony Joseph Drexel, Edison fused these 4 companies together and formed a company named Edison General Electric Company in New York on April 24, 1889. At their initial phase, the new founded company acquired Sprague Electric Railway & Motor Company. Three years later in 1892, Edison's company merged with the Thomson-Houston Electric Company and formed the company which is known to everybody nowadays, General Electric Company (GE)2 . In the same year, GE’s stock began trading on the New York Stock Exchange. In the year 1894, Edison sold all of his share and started working as a consultant to general electric while continuing collecting royalties on his patents. Charles A. coffin, who had been the leading figure at Thomas-Houston remained president of general electric until 1913. In the same year an engineer named Frank Julian Sprague gave his resignation and went on to form his own company, the Sprague electrical railways and motor. His company was later purchased by Edison. The merger of two more American based companies with Thomson-Houston made it the biggest supplier of electrical railway systems in the country. In 1918, GE, AT&T, and Westinghouse formed the Radio 1 https://en.wikipedia.org/wiki/General_Electric 2 http://www.ge.com/transformation/#energy
  • 4. 4 Corporation of America (RCA) to develop radio technology which expanded GE’s operations into radio technology area. The year 1943 had witness another important event: General Electric Capital Corporation was established. In 1957, GE received a license from the Atomic Energy Commission to operate a nuclear power plant, and which led to the completion a lot of appliance manufacturing site, such as Appliance Park, in Louisville, Kentucky. The year 1998 holds significant value for GE, because its revenues surpassed $100 billion. From 2000 and 2001, GE suffered from a failure in acquisition: GE had announced a $45 billion deal to take over Honeywell International Inc. Which was blocked by European Commission. GE has been following a strategy of acquiring other company, for expansion of its business. And Alstom was its last target. 3. Introduction of Alstom The merger between two French companies named Thomson Houston electric-the Compagnie française pour l'exploitation des procédés Thomson Houston and Société Alsacienne de Constructions Mécaniques in the year 1928 formed a new company called Alsthom in Belfort. To expand its operation in transportation, Alsthom, after just 4 years of its operations acquired constructions Electriques de France, Tarbes, a manufacturer of electric locomotives as well as electrical and hydraulic equipment (for a complete list of acquisitions/mergers see Acquisition timeline of Alstom). In 1969 CGE (Compagnie Générale d'Electricité) a French global telecommunication equipment company with head quarters in Boulogne-Billancourt, France, emerged as the major shareholders of Alsthom. Alsthom had made several world records till 1978. In 1977 Alsthom constructed the first 1500mW generating power generator at the Paluel power station, which was meant to be a 1300mW station. And in 1978 it delivered to SNCF its first TGV, which went on to break world rail speed records in 1981 (240 mph) and in 1990 (320.2 mph). It also received an order for the largest gas turbine in the world from EDF. As the French market became insufficient, in the year 1989 to export their activities to Europe Compagnie Générale d'Electricité (CGE) and the U.K general electrical company plc (GEC) merged their power and transport activities to form GEC Alsthom. In the year 1998 the company name was changed to Alstom. This was also the year during which Alstom’s shares were listed on the Paris stock exchange. Alstom also sold a lot of its businesses, for instance in the year 2000, Alstom sold its diesel engine business to MAN group. And in the year 2003 it also sold industrial turbine business to Siemens for € 1.1 billion.
  • 5. 5 At the beginning of 2003 came the dark era for Alstom. A sequence of poor sales threw the company into a pit of debt, around $5 billion of debt liabilities carrying a potential to force the company into liquidation. The flaws in their turbines businesses and the collapse of customer Renaissance Cruises with a downward spiral in marine market dropped the share prices of Alstom to 90%, which made the company to sell a couple of their subsidiaries (electrical transmission and distribution, diesel locomotive and Alstom power rentals). Alstom also followed the strategy of reacquiring several companies and divisions. The electric power transmission division of Areva SA which was previously sold in 2004. The company also expanded its business operations by opening new facilities in Tennessee(USA), China and Canada. In November 2013, Alstom sold some of its non- core assets in order to raise cash of approximately $1.2-$1.4 billion. Alstom operated in three main business areas: Power generation, rail transport, and transmission. In April 2014, Bloomberg broke the news that General Electric was in talks to acquire Alstom’s power and transmission business. 4. The motivation for the Acquirer Industrial Logic GE is a strong contender in gas turbines and wind onshore, whereas Alstom is a leader in Steam turbines, hydro and power of grid. The integration of Alstom Energy within GE can strengthen GE’s future development prospects. First for example in thermal energy, Alstom and GE have complementary services in steam and gas turbine technology. Alstom will bring its specific turnkey project expertise. And that expertise could bring the GE fresh thinking and new power. Secondly, in wind power, Alstom is a key player in the offshore market, GE in the onshore one, so the merger can open new markets for GE. And also, considering the fact that all three segments of Alstom have a combined sales figure of 14.8 billion Euro, and have 5200 of employees, the acquisition will surely enlarge the size of GE. Thirdly, it will diversify its geographic exposure. According to the 2014 10k report of GE, Europe is the second biggest geographic revenue source of GE. And if it acquires Alstom, it will enlarge its European activities even further, which can make the company more diversified in the operations. Fourthly, the acquisition can promote the ability of GE to fund heavy investments in new, and that can make the company financially more stable. Fifthly, it can leverage up GE’s financial strength and make GE more independent in energy field. GE is a large electricity supplier. If it controls the power generation part, then it will be more flexible and have more power of bargain. So that they can be more stable if the market price fluctuates. Sixthly, hydro field is the field where GE lags operations, whereas Alstom practices worldwide leading position. The combination of these two will introduce GE into a new market. Seventhly, in services field, Alstom's large
  • 6. 6 portfolio matches perfectly with GE's global presence. Eighthly, in electricity transmission field, Alstom and GE are complementary both in the products and solutions they offer and their geographical presence. Stakeholders Logic For shareholders, they can expect a raise in stock price and an increase in the value whole company. Also, they can limit their risks of execution as well as the risk of operation, by diversifying their product line. For employees, they can work with diversified work forth which will enhance their understanding of the whole global market. For customers and suppliers, they can enjoy lower price of product because the company can lower the cost of production. For financial partners, they can enjoy a stronger financial standing by having the two companies together. 5. The Motivation for Alstom Alstom approved to sell its troubled thermal power energy and transmission business to GE in 2014 for €12.35bn. Out of which €700 million was used to acquire GE’s signaling activities which had around €400m of sales. This transaction resulted in 1,200 new rail employees and opening of the US signaling freight market to Alstom. The merger was a way to strengthen Alstom’s business in North America, after this transaction the French company would hold a good chunk of presence on all the continents and would make Alstom a leader in North American freight signaling by boosting its own signaling sale by 40%. It will also provide Alstom with a wider range of products and give it a better geographical coverage. Not only from the expansion point of view but also from the revenue point of view the merger was looked to be a great success for the debt induced French giant, as Alstom recorded sales of €6.2 billion and a record breaking order bookings of €10 billion in 2014/15 fiscal year. The merger was not only seen as a shield to protect the current employees interest in the company but also a vessel to create more employment for the French people as the expansion of the company’s operation required a bigger work force. The merger gave Alstom the opportunity to buy back his own share aiming to return part of the proceeds of the transaction with GE on its energy businesses to shareholders. Alstom followed the reduction mechanism, under which 91.5 million of shares which represented approximately 29.5% of Alstom’s capital was repurchased by Alstom. In addition, Alstom also received commercial support from GE, by allowing Alstom to assemble and service GE locomotives in certain parts of the world. The deal also led to joint sourcing of components and development of products and technology. With the acquisition of troubled businesses by GE, Alstom could proceed to become a stronger player in the rail business by devoting all of its focus in the rail market. 6. Synergies
  • 7. 7 Power synergy: the acquisition can expand GE’s power competitiveness. Firstly, it is estimated that if GE acquires Alstom it can reduce $0.5 billion the manufacturing &services fee, $0.6 billion sourcing fee, $0.8 billion SG&A consolidation expense, and $0.3 engineering /technology by the year 2020 which in total would save GE Company 2.2 billion dollars. And in return, Alstom can get the money it needs for operation. Secondly, Alstom can bring vertical integration of key technologies to GE and can help GE to recapture gross margin whereas Alstom can share GE’s revenue and margin growth, and can expand BOP scope, and finally Alstom can make execution for customers simpler. Thirdly, GE can create 30+ opportunities in heat recovery and steam generators per year as well as 40+ opportunities in gas turbines generators per year. And Alstom can get low and medium voltage equipment. Fourthly, with the acquisition, GE can extend package offering with Alstom HRSGs which will add value to GE. Also, it will increase and better the total fulfillment, execution and performance of GE. For both GE and Alstom, they will have more global business partners, which will help its future operations. All in all, in power part, for GE and Alstom, they can improve product performance, lower product cost, improve the supply efficiencies, increase service margins, step into more expanded scope and can manage project risk. Power service synergy: broadening services capabilities Without Alstom, GE installed 15,000 units’ base; with Alstom, it will have 24,000 units, which will increase its bases of 60%. And Alstom’s relevant assets will accelerate GE’s total assets and increase GE’s capability, because Alstom is stronger in steam where it has a broader steam portfolio targeting steam tails. More specific, the current assets under GE’s management are around 90 billion, however, with Alstom, the target assets of GE will reach to 600 billion. And also, with the help of Alstom, GE can expand other OEM capability by using Alstom’s technology and expertise. Lastly, the acquisition will add levers to grow power services of GE. Renewable Energy Synergy: Chain With Alstom, GE can leverage wind power to Alstom’s onshore and offshore businesses. Also, the global supply chain of GE and Alstom, where both the companies possess synergies for key commodities and segments like steel, blades, casting and so on, particularly in China, where their primary focus is to bring the cost down year by year. Grid Synergy: Alstom Grid portfolio fit With the help of Alstom, GE can lower its sourcing, manufacturing and technology cost of 0.5 billion. And in SG&A, two companies have functional synergies like simplification and streamlining. Also, the two companies can expand together: strengthening the electrical balance of plant and expanding Alstom in North America. 7. Process Pursued
  • 8. 8 Acquisition Proposal On 24 April 2014, General Electric raised a proposal to acquire Alstom’s energy business, which would be one of the GE’s largest deal in a decade, if succeeded. As soon as the news came out, Alstom’s shares closed 11% higher in Paris. GE’s shares also rose 4 cents closing at NYSE. On 30 April 2014, Alstom confirmed an offer which GE submitted to acquire the Thermal, Renewables and Grid business of Alstom for €12.35 billion, included €9.9 billion enterprise value and €2.5 billion of net cash. GE and Alstom both believed that the combination of energy business would create a more competitive entity to better service customer needs. In the energy field, GE and Alstom are complementary to each other, with several overlapping markets. Integration would generate more than $1.2 billion (€880million) in annual cost synergies by year five and bring efficiency to supply chain, service infrastructure, commercial reach and new product development.3 This acquisition would generate strong operating assets and would provide GE with a long-term growth opportunity. GE Chief Executive Jeff Immelt believed that this acquisition would help GE reduce reliance on its finance business and tilt company’s earnings more heavily toward industrial operations. The Alstom board of directors also had a positive response to GE’s offer; had an unanimously approval on 21 June 2014. “Bidding War” with Siemens While GE’s acquisition was processing in full swing, in April 2014, Alstom Chief Executive Patrick Kron received an “olive branch” from German engineering giant Siemens, showing that Siemens would like to team up with Alstom in the energy and transport field. This proposal seemed to be welcomed by French economic minister Arnaud MonteBourg, because the France government was worried that the acquisition by GE would be a threat to the France’s economic sovereignty and wanted to intervene the transaction. However, investors and analysts suspected that the greater product overlap between Alstom and Siemens would introduce greater job risk and potential issues. On 16 June 2014, Siemens together with Japanese conglomerate Mitsubishi Heavy Industries Ltd. launched a bid for Alstom for over €13.35 billion to thwart GE’s earlier €12.35 billion offer. On 19 June 2014, GE refined its bid by adding job guarantees and alliances in nuclear technology and rail. And it also sold its train-signaling business to Alstom, in an effort to support the appeal of its earlier offer. The acquisition started turning into a bidding war, as Siemens and GE upgraded their offering price to €14.6 billion on 20 June 2014. On 22 June 2014, the Alstom board of directors approved GE’s 3 “GE offers $13.5 billion enterprise value to acquire Alstom Thermal, Renewables, and Grid businesses”, April 30, 2014, Retrieved from: http://www.genewsroom.com/ge-offers-%2413.5-billion-enterprise-value-to-acquire- alstom-thermal-renewables-and-grid-businesses-97385
  • 9. 9 offer through the company’s internal E-mail stating that GE’s offer not only met the interests of shareholders of Alstom, but also appeased French politicians demanding job guarantees and concessions on energy independence.4 Although Siemens failed in the acquisition of Alstom’s energy business and the intervention of Siemens had more impact in politics than in finance, it still was a significant improvement in the France government’s standpoint, that made GE to quickly adjust the acquisition strategy and make concessions in terms of price. On 19 December 2014, Alstom’s Shareholders Meeting authorized the sale of the Energy businesses to GE with a majority of 99.2%. Regulatory Approval The European Commission started having concerns about the transaction after GE outbid a rival offer for Alstom’s energy assets from Siemens and Mitsubishi. The takeover of Alstom, a pearl of France industry, by a US based company, drew a great attention to the European Union’s top antitrust authority. The European Commission was worried that this acquisition could limit the competition in the market for heavy- duty gas turbines and “might not only lead to higher prices but also result in less choice for customers and less innovation in the sector.”5 On 23 February 2015, the European Commission began an in-depth investigation in merging the GE & Alstom energy businesses. The U.S. Department of Justice, Antitrust Division, requested further documents. In view of the blocked deal of acquiring Honeywell, GE took a positive step in this transaction and made every effort to allay the regulators’ concern. Jeff Immelt said that GE was willing to sell off intellectual property and sell parts of business to secure the regulatory approval. Although the deadline for the EU’s investigation had been extended several times, GE kept seeking the deeper concessions and convincing regulators that their initial concerns were insignificant. On 8 September 2015, GE finally received the approval from the EU’s antitrust authority, subject to the divestiture of Alstom's large and very large gas turbine manufacturing and service business to the Italian competitor Ansaldo Energia and a job guarantee for French employees of Alstom. Regulators believed that this adjustment will build healthy competition in the European market. Meanwhile, the US 4 Alex Webb and Francois de Beaupuy, “Siemens Group Boosts Alstom Energy Offer to $19.9 Billion”, June 20, 2014 Retrieved from: http://www.bloomberg.com/news/articles/2014-06-20/siemens-mitsubishi-group-lifts- alstom-bid-as-ge-battle-heats-up 5 Tom Fairless and Ted Mann, “EU to Open Probe into GE-Alstom Deal”, Feb 23, 2015, Retrieved from: http://www.wsj.com/articles/eu-opens-probe-into-ge-alstom-deal-1424710060
  • 10. 10 Department of Justice made an announcement on the same day, that 20 countries had approved the deal. GE now had the green light to acquire Alstom’s energy assets. The completion of the transaction On 2 November 2015, GE completed the long-running acquisition of Alstom’s power business. The final valuation was €12.4 billion, of which €9.7 billion was transferred to Alstom, leading to refocus on rail transport; the remainder was reinvested by Alstom in GE & Alstom’s joint ventures: the Grid alliance, the Renewable alliance and the scope of the Global Nuclear & French Steam alliance.6 8. Valuation The valuation of this transaction is primarily based on the DCF approach to the target company, the thermal and renewable power and grid unit of Alstom. We discount all the free cash flows to the year of 2014. Most of the data are extracted from the Bloomberg Terminal. After that some of the valuation components also have to be considered in the valuation, and these components are hardly to quantify from the limited data and resources. Data Mining The data mining for DCF valuation is challenged, because Alstom is a French Company and GE only actually acquired three segments of Alstom. Fortunately, we find some key financial data which can directly reflect the three segments of Alstom, as shown in Exhibit 3. Another important table we found is the growth rate estimation of some financial data for Alstom from 2014 to 2019, as shown in Exhibit 4. However, these data are not integrated and enough for the DCF approach. We have to find more relevant numbers to help to do the DCF valuation. Here are some key data we calculated for the valuation. § WACC: We found the WACC 2014 annual report on Bloomberg Terminal. We used this number directly because we believe this data is more convincible than we calculated according to the equation and fractional data. The 2014 annual WACC is 9% as shown in Exhibit 5. § FCF: Firstly, we predicted the Operating Income and Depreciation according to the estimated growth rate in Exhibit 4, and evaluated the capital expenditures according to the growth rate that calculate the geometric average growth in history. Secondly, there is no actual number of incremental working capital for thermal and renewable power and grid unit, so we estimated it in another way. In Exhibit 3, there is an item called capital employed, which is the sum of working capital and fixed asset. By 6 “Management Report on Consolidated Financial Statements Fiscal Year 2014/15”, Retrieved from: http://www.alstom.com/Global/Group/Resources/Documents/Investors%20document/Financial%20results/2014 -15/MDA_FY_14-15_VA.pdf?epslanguage=en-GB
  • 11. 11 subtracting the fixed asset, we estimated the working capital and then forecasted the incremental working capital. Thirdly, we figured out the corporate tax rate in France is 33.3%7 . Finally, we forecasted the future cash flows and discounted the FCFs for the three segments, as shown in Exhibit 6. § Terminal Value: For the future growth rate, we calculated the average growth rate of EBIT in the following years excluding the outlier value. The estimated growth rate is 2.0498%. Then we calculated the terminal value of each segment in terms of the equation, 𝑇𝑒𝑟𝑚𝑖𝑛𝑎𝑙 𝑉𝑎𝑙𝑢𝑒 = 𝐶𝐹/×(1 + 𝑔)/(𝐾8 − 𝑔) § Long-term Debt: Because of the limited data, we don’t have the exact long-term debt for thermal and renewable power and grid unit. We could find the long-term debt for the whole Alstom group in its balance sheet, so we assumed that the proportion of long-term debt is the same in these three segment as in the whole Alstom, as shown in Exhibit 7. DCF Valuation After the complex data mining, we finally figured out the DCF approach valuation, which is the difference between the total DCF and the total long-term debt of Thermal and Renewable Power and Grid Unit. The value is €11,435.77 million, as shown in Exhibit 8. It is less than the historical transaction price €12,350.00 million, probably because some other valuation components may create the premium of this payment. In terms of our valuation, this premium is about €914 million. Other Valuation Components Some valuation components could explain why a buyer may pay a premium over the present market value. These components include: § Cost savings: As mentioned in the Synergies part, about 2.2 billion dollars cost saving will be brought to GE by the year 2020. If we assume that these savings will be effective evenly in the years from 2015 to 2020, the discounted savings in the year of 2014 is €1644.83 million. § Competitor: As mentioned in the Process Pursued part, Siemens and Mitsubishi once made an €14.6 billion offer, which was about €2250 million more than the GE’s one. This bidding brought huge pressure to lift the price. We absolutely couldn’t simply add the discounted cost savings and competitor’s price together as the other valuation premium. It is very hard to quantify how much premium brought by cost savings and competitor. We still believe that the price of €12,350.00 million is slightly low, even if half of the premium valuation would influence the final transaction valuation. If half of the premium valuation is added, the final valuation would be approximately €13,340.00 million, which is €1 billion higher than the historical price. Therefore, at least, this is a small financial benefit for GE. 7 France Corporate Tax Rate, 1981 – 2016, “Trading Economics”; available from: http://www.tradingeconomics.com/france/corporate-tax-rate
  • 12. 12 9. Key Lessons Learned • The initial lesson we learned is, in every transaction, there are several beneficiaries. If a company wants to make the merger or transactions successful, it has to satisfy every beneficiary. In this specific case for example, GE gained the most out of this transaction by complying not only with the needs of Alstom but also with the conditions and interests of the French government and employees. To get the French government off their back, GE agreed to introduce more employment opportunities in France including the fulfillment of some other basic terms. Current employees on the other hand gained as GE assured them that it will follow a policy of no lay-offs and better career prospects. Even the competitors like Siemens and Ansaldo received their fair share from this transaction as the former attained fame through participating in this bidding war and the latter benefited by owning the gas turbine business of Alstom at a fair price. This acquisition also turned out to be advantageous for the acquire as Alstom by getting rid of its troubled businesses can now direct its focus on rail transport. • The estimated value of the company gets affected by several factors. The future cash flow will be affected by the estimation of the future growth rate, capital expenditure, incremental working capital, non-cash expense and so on. Also, other factors that will affect the value of the company are cost saving from synergy and the competition from all the rivals. • The abundance of overlapping businesses can sometimes affect the transaction negatively. As we noticed in our readings that the major deal breaking factor between Alstom and Siemens was the unnecessary overlapping in their several businesses. • In global mergers, there are numerous formalities to be fulfilled which can cause the transaction to drag for several months. As in this particular merger the investigation lasted for an irrelevantly long period, due to which the deadline has to be extended more than once. • Financial synergies allow companies to lower cost of capital and leverage on the combined financial statement for better financing structure. As GE estimated that after the merger it can save the company a total of $2.2 billion dollars in costs. • Diversification and globalization are considered as key factors when a company wants to become financially stronger, and minimize the impact of global shocks. For instance, we observed that approximately 17% of GE’s revenue comes from Europe so acquiring Alstom would further strengthen the hold in Europe which will benefit GE in case of market crash. • Competitive advantage is also a major factor in mergers as the combined company can handle the intense market competition better with assess to more resources and increased market share.
  • 15. 15 Exhibit 3 Historical Financial Data of Target Company from Bloomberg, 2007 – 2014 (€ 000s) ALSTOM SA (ALO FP) - BY SEGMENT IN MILLIONS OF EUR EXCEPT PER SHARE FY 2007 FY 2008 FY 2009 FY 2010 FY 2011 FY 2012 FY 2013 FY 2014 THERMAL POWER ASSETS 9745.00 11888.00 13640.00 13953.00 11451.00 11570.00 10835.00 9610.00 LIABILITIES 8287.00 10601.00 12171.00 11749.00 9184.00 9500.00 8571.00 7145.00 CAPITAL EMPLOYED 1458.00 1287.00 1469.00 2204.00 2267.00 2070.00 2264.00 2465.00 REVENUE 8871.00 11370.00 13054.00 13901.00 9725.00 8726.00 9179.00 OPERATING INCOME 711.00 1007.00 1248.00 1468.00 879.00 850.00 959.00 DEPRECIATION AND AMORTIZATION 177.00 199.00 226.00 224.00 228.00 223.00 225.00 CAPITAL EXPENDITURES -189.00 -296.00 -407.00 -428.00 -335.00 -264.00 -238.00 GRID ASSETS — — — — 5891.00 5197.00 5462.00 5072.00 LIABILITIES — — — — 3809.00 3058.00 3280.00 2972.00 CAPITAL EMPLOYED — — — — 2082.00 2139.00 2182.00 2100.00 REVENUE — — — — 3653.00 4013.00 3829.00 OPERATING INCOME — — — — 218.00 248.00 238.00 DEPRECIATION AND AMORTIZATION — — — — 229.00 209.00 134.00 CAPITAL EXPENDITURES — — — — -126.00 -140.00 -113.00 RENEWABLE POWER ASSETS — — — — 2191.00 2674.00 3106.00 3104.00 LIABILITIES — — — — 1387.00 1630.00 1906.00 1641.00 CAPITAL EMPLOYED — — — — 804.00 1044.00 1200.00 1463.00 REVENUE — — — — 1941.00 2027.00 1803.00 OPERATING INCOME — — — — 173.00 150.00 88.00 DEPRECIATION AND AMORTIZATION — — — — 34.00 45.00 34.00 CAPITAL EXPENDITURES — — — — -76.00 -179.00 -166.00
  • 16. 16 Exhibit 4 Future Growth Rate Prediction from Bloomberg, 2014 – 2019 (€ 000s) ALO FP EQUITY CURRENCY IN MILLIONS OF EUR FY 2014 Est FY 2015 Est FY 2016 Est FY 2017 Est FY 2018 Est FY 2019 Est Average Growth 12 MONTHS ENDING 03/31/14 03/31/15 03/31/16 03/31/17 03/31/18 03/31/19 REVENUE -1.5141% -68.9306% 8.9445% 6.3118% 4.9825% 4.0001% GROSS MARGIN % 2.6306% 66.6583% - -0.3425% 0.0000% 5.7650% OPERATING PROFIT 14.9576% 62.2222% 0.0000% 0.0000% 10.1874% 4.7210% EBIT -19.9675% -70.2669% -39.4340% 3.4836% 11.9252% 12.7580% 2.0498% EBITDA -15.0050% -73.3799% -21.1608% 8.4004% 7.5021% PRE-TAX PROFIT -4.8755% -84.9039% 216.1695% 31.4873% 8.7172% NET INCOME ADJ+ -17.2608% -65.9811% 0.0000% 0.0000% 24.8687% 8.9450% NET INCOME, GAAP -13.2170% -55.5423% 0.0000% -92.2454% 38.3340% 16.3543% NET DEBT 22.0843% 10.0510% -93.4629% -37.0800% 1.2171% 0.0000% RETURN ON EQUITY % -17.3793% -67.5193% 0.0000% -90.9981% 16.7713% 18.5939% RETURN ON ASSETS % -14.7209% -83.5840% 0.0000% -86.0262% 40.9683% 14.5310% DEPRECIATION 29.3333% -33.3333% -11.3793% -32.5263% 6.7863% 2.2644% FREE CASH FLOW 0.0000% - 293.1404% 72.5693% 98.7925% 0.0000% 216.3981% CAPEX -9.3989% -44.8073% -80.7044% -55.8560% -5.4650% -21.4119% Exhibit 5 Cost of Capital of Alstom 2014 A WEIGHT COST WEIGHT*COST EQUITY 51.80% 15.00% 7.80% DEBT COST (A-T) 48.20% 2.50% 1.20% PREFERRED EQUITY 0.00% 0.00% 0.00% WACC 9.00%
  • 17. 17 Exhibit 6 Cash Flow Forecasts, 2014 – 2019 (€ 000s) ALSTOM SA (ALO FP) - BY SEGMENT IN MILLIONS OF EUR EXCEPT PER SHARE FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 Terminal Value Growth rate 12 MONTHS ENDING 03/31/14 03/31/15 03/31/16 03/31/17 03/31/18 03/31/19 THERMAL POWER — — — — OPERATING INCOME 1102.44 1788.41 1788.41 1788.41 1970.60 2063.63 DEPRECIATION AND AMORTIZATION 291 194 171.92 116.00 123.88 126.68 CAPITAL EXPENDITURES -247.32 -257.01 -267.08 -277.54 -288.41 -299.70 OI GROWTH RATE 0.15 0.62 0.00 0.00 0.10 0.05 1.05 DEP. GROWTH RATE 0.29 -0.33 -0.11 -0.33 0.07 0.02 1.04 CAPITAL EXPENDITURES GROWTH RATE 1.04 WORKING CAPITAL 1504 1768.70 1.18 INCREMENTAL WORKING CAPTIAL 264.70 FCF 865.16 833.01 766.63 885.16 938.72 13783.22 DCF 793.72 701.13 591.98 627.07 610.10 8958.15 GRID OPERATING INCOME 273.60 443.84 443.84 443.84 489.05 512.14 DEPRECIATION AND AMORTIZATION 173.31 115.54 102.39 69.09 73.77 75.45 CAPITAL EXPENDITURES -107.01 -101.34 -95.97 -90.89 -86.07 -81.51 OI GROWTH RATE — — — — — — 1.04 DEP. GROWTH RATE — — — — — — 0.76 CAPITAL EXPENDITURES GROWTH RATE — — — — — — 0.95 WORKING CAPITAL 1592.80 1627.56 — — — — 1.02 INCREMENTAL WORKING CAPTIAL 34.76 — — — — — FCF 275.47 267.70 239.48 279.14 300.77 4416.25 DCF 252.73 225.31 184.92 197.75 195.48 2870.26 RENEWABLE POWER OPERATING INCOME 101.16 164.11 164.11 164.11 180.83 189.36 DEPRECIATION AND AMORTIZATION 43.97 29.32 25.98 17.53 18.72 19.14
  • 18. 18 Exhibit 6 (continued) ALSTOM SA (ALO FP) - BY SEGMENT IN MILLIONS OF EUR EXCEPT PER SHARE FY 2014 FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 Terminal Value Growth rate 12 MONTHS ENDING 03/31/14 03/31/15 03/31/16 03/31/17 03/31/18 03/31/19 CAPITAL EXPENDITURES -140.33 -161.78 -156.04 -152.72 -156.84 -155.20 OI GROWTH RATE — — — — — — 0.71 DEP. GROWTH RATE — — — — — — 1.00 CAPITAL EXPENDITURES GROWTH RATE — — — — — — 1.48 WORKING CAPITAL 1152.60 — — — — — 1.25 INCREMENTAL WORKING CAPTIAL 189.23 — — — — — FCF -212.24 -209.83 -214.96 -206.75 -198.98 -2921.69 DCF -194.71 -176.61 -165.99 -146.46 -129.33 -1898.90 Exhibit 7 Long-term Debt, 2014 (€ 000s) LONG-TERM DEBT LIABILITIES ALSTOM SA(ALO FP) 4407.00 25144.00 THERMAL POWER 1252.31 7145.00 GRID 520.90 2972.00 RENEWABLE POWER 287.62 1641.00 TOTAL SEGMENTS 2060.83 Exhibit 8 DCF Valuation (€ 000s) VALUE TOTAL DCF 13496.6036 LT DEBT 2060.82986 DCF VALUATION 11435.77374