Kirin Holdings Co. Ltd. · TSE:2503
Kirin — Merger or Acquisition (April 2009)
21 slides from Kirin's merger presentation, Apr 27, 2009
Slide 1: Kirin Announces Recommended Proposal to Acquire 100% of Lion Nathan
Kirin Announces Recommended Proposal to Acquire 100% of Lion Nathan 27 April 2009 Kirin Holdings Company, Limited
Slide 2: Disclaimer
Disclaimer This document has been prepared by Kirin Holdings Ltd (“Kirin”) and comprises the written materials/slides for a presentation concerning Kirin and its proposal to acquire all of the outstanding shares in Lion Nathan Limited (“LN”) it does not currently own. By reviewing/attending this pre
Slide 3: Contents
Contents Overview and Context Overview of Lion Nathan Implications for Kirin in Australia Appendix 2
Slide 4: Introduction
Introduction Kirin announces recommended proposal to acquire 100% of Lion Nathan Kirin Holdings (Kirin) has reached agreement with Lion Nathan (LN)1, in relation to the key terms of a proposal whereby Kirin will acquire all of the shares in LN that it does not already own (Proposal) The Proposal
Slide 5: Strategic Context
Strategic Context The Proposal will deliver compelling benefits to Kirin Kirin to become one of Australasia’s leading food and beverage companies with wholly owned interests spanning a diverse range of categories including dairy, juice and alcoholic beverages, with combined Australasian revenues o
Slide 6: Commitment to Growth
Commitment to Growth Expected to enhance profitability going forward Access to LN’s expected strong cash flows Kirin Group’s Business Expansion Concept Profitability Effectively use increased cash flow for further expansion 07-09 medium-term plan (2nd half) Shift focus to qualitative expansion 0
Slide 7: Proposal Price
Proposal Price Kirin will pay A$11.50 p.s. in cash consideration to LN shareholders Under the terms of the Proposal, Kirin will pay cash consideration of A$11.50 per LN share. Kirin will also agree to LN paying LN shareholders a fully franked interim dividend of 22 cents per share and a fully fran
Slide 8: Proposal Price (cont’d)
Proposal Price (cont’d) The implied EBITDA multiple is in line with precedent global brewing transactions Multiple analysis (LTM EV/EBITDA) 11.8x 11.4x Multiple implied by Median global brewing cash consideration transaction multiple2 of Proposal1 1 Based only on A$11.50 of cash consideration per sh
Slide 9: Expected Financial Impact to Kirin
Expected Financial Impact to Kirin The Proposal is expected to be EPS accretive to Kirin in the first full financial year Expected to be EPS accretive in the first full financial year following completion of the Proposal EPS on a pre-goodwill amortisation basis Goodwill to be amortised over 20 y
Slide 10: Contents
Contents Overview and Context Overview of Lion Nathan Implications for Kirin in Australia Appendix 9
Slide 11: Strong Portfolio of Brands
Strong Portfolio of Brands LN owns and manages a strong portfolio of brands which cover the full spectrum of beer and wine categories Selected Major LN Brands Nationwide Brands (Power Brands) Premium Brands1 Specialty Brands Premium Wine 1 Licensed brands 10
Slide 12: LN Production Facilities
LN Production Facilities LN has significant beer and wine production capabilities across Australia and New Zealand Castlemaine CastlemainePerkins, Perkins, Brisbane Brisbane Contact ContactBottling Bottling Co., Co.,Auckland Auckland Lion LionBreweries, Breweries, KnappsteinWinery, Knappstein Winery
Slide 13: LN Total Shareholder Return
LN Total Shareholder Return LN has delivered an annual total shareholder return to Kirin of 10.2% p.a. since its investment in 19981 Total Shareholder Return for Lion Nathan (28 April 1998 to 22 April 2009) A$ 16.00 14.00 12.00 : 1 0.2% R 10.00 CAG TSR: 190.7% 8.00 6.00 4.00 2.00 Apr-98 Jun-99 Jul-0
Slide 14: Share Price and EBIT Performance
Share Price and EBIT Performance LN’s EBIT has grown steadily year-on-year1 Share price2 EBIT A$ A$m 10.00 600 EBIT Share price 9.00 Kirin acquired 8.00 its stake in LN 500 7.00 6.00 5.00 400 4.00 3.00 300 2.00 1.00 0.00 200 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009E 3 Acqui
Slide 15: Contents
Contents Overview and Context Overview of Lion Nathan Implications for Kirin in Australia Appendix 14
Slide 16: Expansion in Australasia
Expansion in Australasia Kirin will become one of Australasia’s leading food and beverage companies National Foods/Dairy Farmers Lion Nathan Australia’s #1 dairy & juice Australasia’s #2 alcoholic company1 beverages company1 FY20082 FY20083 Sales: A$3,509m Sales: A$2,094m EBIT: A$ 129m Group Oceania
Slide 17: Proposal Benefits for All Stakeholders
Proposal Benefits for All Stakeholders The portfolio of Kirin’s Australasian businesses creates a range of benefits for all stakeholders Expected to be EPS accretive to Kirin in first full financial year following completion of the Proposal1 Kirin Increased geographic diversification of Kirin’s
Slide 18: Contents
Contents Overview and Context Overview of Lion Nathan Implications for Kirin in Australia Appendix 17
Slide 19: ‘Snapshot’ of LN
‘Snapshot’ of LN Company Overview Company name Lion Nathan Limited Head office Sydney, New South Wales, Australia CEO Robert Murray Net assets: A$877.9 million (approx. ¥60.5 billion)1 2 Capital Total assets: A$3,186.5 million (approx. ¥221.7 billion)1 Net sales: A$2,094.2 million (approx. ¥145.3 bi
Slide 20: LN Position in Primary Categories
LN Position in Primary Categories Kirin will have strong market positions in a range of key beverage categories Market share Beer – Australia1 Beer - New Zealand1 Other Other Independent Liquor Foster’s DB Breweries 52% 39% Dairy Products – Australia2 Juice – Australia3 Other Other 36% Coca-Cola Ama
Slide 21: KIRIN
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Kirin Holdings Company — Merger or Acquisition (April 2009) on 6ix