![]() Glatfelter (NYSE: GLT) Definitive Agreement to Acquire Dresden Papier GmbH March 13, 2013 Dante C. Parrini – Chairman & Chief Executive Officer John P. Jacunski – Senior Vice President & Chief Financial Officer Exhibit 99.2 |
![]() 1 GAAP Financial Measures Certain statements included in this presentation, which pertain to future financial and business matters, are “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to numerous risks, uncertainties and other unpredictable or uncontrollable factors, which may cause actual results or performance to differ materially from the Company’s expectations. Various risks and factors that could cause future results to differ materially from those expressed in the forward-looking statements include, but are not limited to: the time and costs required to consummate the proposed acquisition; the satisfaction or waiver of conditions in the purchase agreement; any material adverse changes in the business of Dresden Papier; the ability to obtain required regulatory approvals, and consents and the satisfaction or waiver of other customary closing conditions; the Company’s ability to achieve the strategic and other objectives relating to the proposed acquisition, including any expected synergies; the Company’s ability to successfully integrate Dresden Papier and achieve the expected results of the acquisition, including, without limitation, the acquisition being accretive; changes in industry, business, market, political and economic conditions in the U.S. and other countries in which Glatfelter does business; demand for or pricing of its products; changes in tax legislation, governmental laws, regulations and policies; initiatives of regulatory authorities; acquisition integration risks; technological changes and innovations; market growth rates; cost reduction initiatives; and other factors. In light of these risks, uncertainties and other factors, the forward- looking matters discussed in this presentation may not occur, and readers are cautioned not to place undue reliance on these forward- looking statements. The forward-looking statements speak only as of the date of this presentation and Glatfelter undertakes no obligation, and does not intend, to update these forward-looking statements to reflect events or circumstances occurring after the date of this presentation. More information about these factors is contained in Glatfelter’s filings with the U.S. Securities and Exchange Commission, which are available at www.glatfelter.com. During the course of this presentation, certain non-U.S. GAAP financial measures will be presented. A reconciliation of these measures to U.S. GAAP financial measures is included in the appendix to this presentation. Forward-Looking Statements and Use of non- |
![]() Acquisition Overview • Purchase price of €160 million ($209 million) • Dresden 2012 sales were ~ €117 million ($151 million) with EBITDA of ~ €30 million ($38 million) • Expected to be immediately accretive to earnings, contributing ~ $0.25 to EPS on an annualized basis • Financed through a combination of cash on hand and borrowings under Glatfelter existing bank facility • Will become part of the Composite Fibers Business Unit • Subject to customary closing conditions, including regulatory approval in Germany and Ukraine – transaction is expected to close during Q2 of 2013 Glatfelter signed a definitive agreement on March 13, 2013 to purchase Dresden Papier GmbH from Fortress Paper Ltd. (TSE:FTP) 2 |
![]() About Dresden Papier • State-of-the-art, 60,000-MT-capacity manufacturing facility in Germany • Track record of profitable growth and market leadership • Major supplier to the world’s largest wallpaper manufacturers • The cost and quality industry leader • Superior product performance and characteristics – Dry strip-ability – Higher tear resistance – No material shrinkage or expansion when wet • Experienced management team #1 global producer of nonwoven wallpaper base materials 3 |
![]() Nonwoven Wallpaper Segment Overview • Global segment expected to continue to grow at a CAGR of at least 10% – Increasingly the product of choice for wallpaper installers and design professionals – Relatively resilient to macroeconomic volatility – Growth from replacing standard paper-based wallpaper – High demand in northern and eastern Europe (Germany, Ukraine and Russia) • Significant growth potential in Asia NW Share 9% 12% 17% 28% 25% 23% 32% 35% 39% 43% 45% Source: IGI Wallcoverings Sales Statistics and management estimates Global Wallpaper Segment (MT in 000’s) 4 |
![]() Strategic Fit • Adds another industry-leading nonwovens product line to our Composite Fibers business that leverages Glatfelter’s technical expertise in fiber-based engineered materials • Broadens our relationship with leading producers of consumer and industrial products • Opportunities for operational leverage and growth for Glatfelter globally • Immediately accretive to earnings by approximately $0.25 per share on an annualized basis 5 |
![]() Increases Participation in Global Growth Markets 2006 Net Sales: $986 million 2006 Adj. EBITDA: $88.4 million *includes Other and Unallocated of $1.9 2012 Pro-Forma Net Sales: $1,729 million 2012 Pro-Forma Adj. EBITDA: $212.3 million *includes Other and Unallocated of ($16.7) Specialty Papers, $895 Advanced Airlaid Materials, $246 Composite Fibers, $588 Note: The sum of individual amounts set forth above may not agree to the pie chart totals due to rounding. 54% 48% 46% 52% 60% 70% 40% 30% 6 Composite Fibers, $34.7 Specialty Papers, $51.8 Advanced Airlaid Materials, $26.7 Specialty Papers, $104.6 Composite Fibers, $97.7 Composite Fibers, $293 Specialty Papers, $694 Upon closing, this transaction will increase our participation in global growth markets, with approximately 48% of net sales and 54% of Adjusted EBITDA coming from growth businesses. |
![]() Appendix |
![]() Reconciliation of Non-GAAP Measures Adjusted EBITDA, Excluding Pension Pro-Forma Adjusted EBITDA, Excluding Pension 8 In millions 2006 2012 Income (loss) before Income Taxes (22.2) $ 78.9 $ Net Pension (Income) Expense (17.0) 11.6 Depreciation and Amortization 50.0 69.5 Net Interest Expense 21.3 18.2 EBITDA, excluding Pension 32.1 $ 178.3 $ Adjustments Gains on Timberland Sales and Transaction Related Costs (15.7) (9.2) Gains from Insurance Recoveries (0.2) - Debt Redemption Costs 2.9 5.1 Acquisition and Integration Related Costs 13.6 - Adjusted EBITDA, excluding pension 88.4 $ 174.2 $ Plus: Dresden Papier 2012 EBITDA (preliminary and unaudited) - 38.1 Pro-Forma Adjusted EBITDA, excluding Pension 88.4 $ 212.3 $ Shutdown and Restructuring Costs 55.7 - |