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Global Dynamics, M&A Trends and Opportunities for Chinese Companies

Rainer Häggblom Prepared for CPICC 2018 Content

1. Global P&P Industry Consolidation 2. Industry Restructuring 3. M&A Trends and Opportunities

Vision Hunters 2 Vision We want to be the first choice for industry advisory and strategic consulting services.

INTEGRITY We do what is right - Values we apply the best working standards complying with laws and regulations CLIENT FIRST respecting rules of The client’s engagement. INDEPENDENT interests always We create value for our come first – we go clients by providing the extra mile for tailored solutions based our clients. on independent analytical opinions.

3 Global Strategy Advisory

We are a network of independent thinkers and draw from the deep experience of our global team. We have a passion to turn great ideas to reality. We have expertise covering all critical parts of the forest industry sector:

Fiber Energy

Biorefinery Chemicals

Paper, and Packaging Forest Assets

Tissue Hygiene Products

4 Key Client Services We provide strategic advisory services in the forest industry sector and assist our clients in making the smartest strategic choices for future value creation.

Strategic Analysis M&A Services • Corporate strategies • Partner search • Business, market and product strategy • Screening of acquisition targets • Energy strategies • Information memoranda • Conversion strategies • Business and technical due diligence • Second opinions • Post merger services

New Business Opportunities Operations Improvement • Business opportunity screening • Technical feasibility • Development of new business • Operations, maintenance and quality improvement • Market and end use analysis • Supply chain • Feasibility studies • Strategic sourcing & purchasing

5 A Global Network of Expertise

Collective knowledge of global networks of consultants and associates.

6 Content

1. Global P&P Industry Consolidation 2. China Industry Restructuring 3. M&A Trends and Opportunities

Vision Hunters 7 Global Paper and Board Production

Global Production in 2017 was 420 Mt. Growth up to 2025 is estimated at 46 Mt

North America Asia Europe Mt Mt 200 Mt 200 200

100 100 100 82 76 92 81 194197 210217 0 110100 121106 0 0 2017 2025 2017 2025 2017 2025

Africa & Middle East Latin America Oceania Mt Mt 200 Mt 200 200

100 100 100 8 18 23 22 29 28 37 11 Production 2017 0 4 4 4 4 0 0 Production 2025 2017 2025 2017 2025 2017 2025 Consumption 2017

Consumption 2025 Source: Vision Hunters, RISI

Vision Hunters 8 Most Industries Progress Through a Clear Consolidation Life Cycle

Industry Concentration 1989-2001 (CR3) 100 Defense 90 electrical Aluminum 80 producers Tobacco Distiller 70 Integrated oil and 60 gas Ship- Sport Shoe Rubber Soft 50 and tire drinks Integrated steel producers Brewers Truck and trailer 40 Diversified manufacturers Food food Automotive Confectionery 30 Railroad Diversified chemicals manufacturers Drugs 20 Telecom Automotive suppliers

10 Utilities and & Paper 0 Time -10 -5 0 5 10 15 20 25 (Years) Source: Winning the Merger Endgame by Graeme Deans, Fritz Kroeger, and Stefan Zeisel: A.T. Kearney analysis

Vision Hunters 9 Consolidation within Global Industries

Defense electrical Tobacco Ship-building Aluminum producers 70% Integrated oil and gas Soft Drinks Truck and trailer manufacturers Automotive manufacturers Integrated steel producers 35% Drugs PulpPulp & & PaperPaper 30% Restaurant and fast food Railroad Food retail Utilities Diversified chemicals Airlines Telecom Insurance Banks Industry concentration, % 0 10 20 30 40 50 60 70 80 90 100

Source: Winning the Merger Endgame by Graeme Deans, Fritz Kroeger, and Stefan Zeisel: A.T. Kearney analysis

Vision Hunters 10 Driver for Consolidation in the is Shareholder Value

RawRaw MaterialMaterial AvailabilityAvailability CompetitivenessCompetitiveness

BalanceBalance SheetSheet vs.vs. CapitalCapital Intensity ofof GrowthGrowth ExpertiseExpertise

Vision Hunters 11 M&As in the Pulp and Paper Industry

Examples of Recent Major M&As

Driver: Competitiveness Driver: Competitiveness Driver: Competitiveness Driver: Competitiveness

Driver: Driver: Competitiveness Driver: Raw Material

Driver: Competitiveness Driver: Competitiveness

Driver: Competitiveness and Expertise

Driver: Competitiveness and Balance Sheet

Source: Vision Hunters

Vision Hunters 12 Consolidation in the Pulp and Paper Industry

There is still room for consolidation in the pulp and paper industry

Tissue TotalPaper Paper (1

Global Top 5 8.2 Mt 32% Global Top 5 38 Mt 19%

China Top 5 5.3 Mt 43% China Top 5 4 9%

North America Top 5 8.9 Mt 82% North America Top 5 17.5 Mt 49%

Europe Top 5 7.8 Mt 66% Europe Top 5 25.3 Mt 45%

0% 20% 40% 60% 80% 100% 0% 20% 40% 60% 80% 100%

Fluff

Global Top 5 5.8 Mt 84% Global Top 5 4.1 Mt 50% China Top 5 1.3 Mt 92% Global Top 3 5.2 Mt 76% North America Top 5 1.4 Mt 100% North America Top 3 5.2 Mt 88% Europe Top 5 1.2 Mt 59%

0% 20% 40% 60% 80% 100% 0% 20% 40% 60% 80% 100%

1) Including all paper and paperboard Source: Vision Hunters, RISI

Vision Hunters 13 Content

1. Global P&P Industry Consolidation 2. China Industry Restructuring 3. M&A Trends and Opportunities

Vision Hunters 14 China has Led the Industry Growth

Key drivers have been growth in China and in packaging and tissue grades

Global Paper and Board Demand Growth Global Demand Growth by Grade

Mt Mt 40 40 2009-2017 2009-2017 Packaging 47 Mt 2.2% pa 35 Mt 30 30

Packaging 20 20 21 Mt 28 Mt 26 Mt 3.6% pa 1.1% pa 10 10 Tissue Tissue Other 6 Mt 4 Mt 2 Mt Other 0 0

-16 Mt -10 -10 -15 Mt China Other (1 China Other (1 -20 -20 1) Including world total excluding China Source: Vision Hunters, RISI

Vision Hunters 15 Asia Led by China Continues to Drive the Growth

China continues to be the key driver for demand growth but with a decelerated pace

Paper and Board Demand Growth Global Demand Growth by Grade

Mt Mt 50 50 2017-2025 2017-2025 Packaging 40 40 41 Mt 35 Mt 30 1.4% pa 30

20 20

Packaging Other Tissue 10 10 9 Mt Tissue Other 2 Mt 7 Mt 1% pa 6 Mt 4 Mt 0 0 -16 Mt -7 Mt -10 -10

China Other China Other (1 -20 -20 1) Including world total excluding China Source: Vision Hunters, RISI

Vision Hunters 16 Chinese Domestic Fiber Supply is Growing Slower

Chinese fiber supply is limited and fiber furnish is converging towards virgin fiber

Domestic Non Wood Pulp Domestic Wood Pulp Domestic RCF

Mt Mt Mt 70 70 70 2017-2025 2017-2025 2017-2025 60 60 60 61 Mt

50 50 50 48 Mt 40 40 40

30 30 30

20 20 20

10 10 10 11 Mt 12 Mt 5.8 Mt 6.1 Mt 0 0 0 2017 2025 2017 2025 2017 2025

Source: Vision Hunters

Vision Hunters 17 Increasing Share of Fiber is Imported

Imports of all fiber grades, except recycled, have been increasing in China

Waste Paper Imports Pulp Imports Wood Chip Imports

Mt Mt Mt 30 30 30 30 Mt

25 26 Mt 25 26 Mt 25

20 20 20 21 Mt

15 15 15

13 Mt 12 Mt 10 10 10 11 Mt

7 Mt 5 5 5

0 Mt 0 0 0 2012 2017 2025 2012 2017 2025 2012 2017 2025

Source: Vision Hunters, RISI

Vision Hunters 18 Chinese Industry Restructuring

Change is driven by three key drivers

Sustainability and Regulations • Capacity closures and paper import ban relocations • Consolidation Environmental targets and emission reduction • M&A in packaging grades Change driven by urbanization

Overcapacity in Many Grades • Grade change toward Low operating rates consumer grades and specialty paper grades Exits of uncompetitive capacity • M&A in specialty paper grades

Shortage of Fiber RCF availability limited due to import ban • M&A in packaging grades Domestic availability limited, production partly and pulp based on imported wood chips

Vision Hunters 19 Recent Chinese M&A Activities

Examples of Chinese FDIs in the pulp/fiber assets are mushrooming

Pulp/Fiber

Source: Vision Hunters, Publicly disclosed information

Vision Hunters 20 Recent Chinese M&A Activities

Examples Chinese FDIs in the paper assets have also been numerous

Pulp/Fiber Paper Asset Source: Vision Hunters, Publicly disclosed information

Vision Hunters 21 Chinese FDI in Pulp & Paper

Chinese investments have targeted both green- and brownfield projects

EXAMP. Transactions / Disclosed Investments 2017-2018 Acquisitions by Grade 2017-2018

Company Location Target Grade MUSD Mt APP* Eldorado BHKP 4 700 3 April Brazil Lwarcel BHKP 465 April Malaysia MNI 16 2.8 Chentong New mill BSKP 1 000 2.5 China 22MCC Russia Siberwood BSKP/DP 1 500 Hengan Finnpulp BSKP 13.3 2.2 Lee & Man Vietnam New PM Linerboard NA 2 Nine Dragons USA OTM BHKP NA Nine Dragons USA Resolute RCP 55 1.5 Nine Dragons USA Catalyst 175 Nine Dragons USA Catalyst Fine Paper 175 Nine Dragons Vietnam New PM Linerboard NA 1 1.1 1.1 Shanying USA Verso Kraft Pulp 16 Shanying Holland WPT RCP NA 0.7 Shanying Finland New mill BSKP NA 0.5 Shanying Nordic Paper Packaging 280 Sun Paper USA New mill Fluff/DP 1 800 0.2 0 Sun Paper Laos New mill BHKP/DWP NA BHKP BSKP DP RCP Paper Packaging

*minority shareholder Source: Vision Hunters, Publicly disclosed information

Vision Hunters 22 Content

1. Global P&P Industry Consolidation 2. China Industry Restructuring 3. M&A Trends and Opportunities

Vision Hunters 23 M&A Opportunities for Chinese Companies

Acquisition targets vary by type and geography

BSKP

BHKP

RCF

Paper Source: Vision Hunters

Vision Hunters 24 Vision Hunters has Broad Experience in M&A

Examples of Past Projects in M&A

Vision Hunters 25 Failure of M&A

Failure of M&A is common leading to a high failure rate

Not thorough enough analysis made

Poor Quality Data

No Strategic Fit

Bad deal structure/valuation

Lack of competences within M&A

List of Poor Execution Reasons for Failure is Mismanagement of Integration Long Cultural Differences

Vision Hunters 26 How to Guarantee Success

Some key issues we have witnessed over the years

Benefits of M&A

Alternative Ways of Organic Growth Growth Competitive edge

Company value creation

Acquisition Knowledge transfer Joint Forces Winning concept

Strategic competition

Entry barrier

Expertise

Vision Hunters 27 Key Conclusions

Potential for M&A in the P&P industry, and especially in China, is buoyant

• There is room for increased consolidation in pulp & paper industry, in China and globally Industry • Major M&As, both globally and in China, have been announced recently and trend is expected to Consolidation continue

• Asia continues as a major driver for paper, paperboard and fiber demand growth. • China is heavily reliant on imported raw materials, and a drastic drop in RCF imports will change Industry the fibre furnish Restructuring • Recent regulatory developments and market competition in China have accelerated pressure for industry restructuring through closures, new investments and M&A, increasing industry consolidation

• Chinese companies are looking for overseas investment opportunities. M&A Trends • Acquiring foreign assets, gives access to new raw material sources in both pulp and paper. and • A series of measures need to be taken into account in order to guarantee a successful realization of Opportunities an M&A

Vision Hunters 28 RAINER HÄGGBLOM Chairman & Partner Thank You! [email protected] +358 40 555 9567 IRIS OLLILA Kiitos! Xièxiè! Consultant [email protected] +358 40 566 2641

Vision Hunters 29