Bunge Limited · NYSE:BG
Bunge — Merger or Acquisition (June 2023)
31 slides from Bunge's merger presentation, Jun 13, 2023
Slide 1: Bunge + Viterra: Creating a Premier Agribusiness Solutions Company
Bunge + Viterra Creating a Premier Agribusiness Solutions Company June 13, 2023
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking Statements This presentation contains certain forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995, including those relating to the products and services described herein and to business performance
Slide 3: Additional Information About the Acquisition and Where to Find It
Additional Information About the Acquisition and Where to Find It This presentation is being made in respect of the proposed transaction involving Bunge, Viterra and the sellers party thereto. A meeting of the shareholders of Bunge will be announced as promptly as practicable to seek shareholder app
Slide 4: Today's Presenters and Agenda
Today's Presenters Agenda Greg Heckman Transaction Details Chief Executive Officer Bunge Strategic Rationale Value Creation John Neppl Chief Financial Officer Bunge Financials Q&A 4
Slide 5: Creating a Premier Agribusiness Solutions Company Built for the 21st Century
Creating a Premier Agribusiness Solutions Company Built for the 21st Century Global pure-play agribusiness solutions company • Diversifies Bunge’s footprint with increased grain handling and logistics assets • Expands origination capabilities in key regions and crops where Bunge is underrepresented
Slide 6: Transaction Summary
Transaction Summary Bunge to merge with Viterra; consideration to Viterra shareholders of $6.2bn1 in stock and $2.0bn in cash Bunge shareholders will own 70%; Glencore will own 15%; CPP Investments will own 12%; and BCI will own 3% Planned $2.0bn share repurchase to enhance EPS accretion Greg Heckma
Slide 7: Bunge: A Global Leader in Oilseed Processing
Bunge: A Global Leader in Oilseed Processing • A global leader in oilseed processing and refining with strong positions in the US, Brazil and Europe; modest direct origination presence outside of South America • Differentiated operating model leveraging full value chains with commercial alignment ac
Slide 8: Bunge by the Numbers
Bunge by the Numbers 56 Crush Plants ~57MMT Crushing Capacity1 26 Port Terminals 47 Oil Refineries 17 Grain Mills 1) Based on 340 days. 8
Slide 9: Viterra: A Leading Agricultural Supply Chain Company
Viterra: A Leading Agricultural Supply Chain Company • Extensive footprint of logistics and infrastructure assets. Highly diversified across major commodities and origins: US, Canada, Australia, Europe and Argentina • A leading global seaborne merchant, strong presence in key demand markets; supplin
Slide 10: Viterra: History & Evolution
Viterra: History & 1981 Glencore predecessor acquires Dutch grain trading company Evolution Purchases Argentinian oilseed crushing facility Oleaginosa 1996 Moreno Hermanos 1999 Widens reach into EU region with expansion in Ukraine The Path to Becoming a Leading 2007 Forms JV to construct oilseed cru
Slide 11: Viterra by the Numbers
Creative to Refine Viterra by the Graphical Treatment Numbers 270+ Storage Facilities 134MMT Commodities Marketed1 15 Crush and 7 Biodiesel Plants ~18MMT Crushing Capacity2 29 Port Terminals 8 Grain Mills & 2 Sugar Mills 1) Includes 40mmt Gavilon pro-forma FY volumes. 2) Based on 340 days. 11
Slide 12: Accelerates Bunge's Strategy to Grow Core Crush and Origination
Accelerates Bunge’s Strategy to Grow Core Crush and Origination Combination Further Diversifies Bunge in 3 Critical Ways: Delivers Food, Geography Origination & Crops Feed and Fuel Crush Solutions to Farmers & Consumers 125 ~75MMT 55 350+ 230+ MMT Crushing & Refining Crushing Capacity1 Port Terminal
Slide 13: The New Bunge
The New Bunge Combination of highly complementary assets creates complete, leading global footprint to process and supply oilseeds and grains Bunge Viterra Bunge + Viterra • A leading, global oilseed processing • Strong direct origination network in • Enhanced crush capabilities with fully and refin
Slide 14: A Leading Fully-Integrated Global Agribusiness Footprint at Inception
A Leading Fully-Integrated Global Agribusiness Footprint at Inception CANADA Viterra origination and export capabilities to support Bunge crush, increasing direct origination; integration of crush networks ASIA EUROPE Combined global merchandising Integrate and optimize crush and origination operati
Slide 15: Diversified Business Mix
Diversified Business Mix Business Mix 2022 Adjusted EBITDA1,2,3 Bunge Viterra Combined Downstream Downstream 9% Downstream Processing Processing 26% 26% 35% 41% Processing 51% 14% 65% 33% Merchandising Merchandising Merchandising and Handling and Handling and Handling 1) Downstream includes Refined
Slide 16: Balanced and Flexible Global Network
Balanced and Flexible Global Network Direct Origination Capabilities Bunge Viterra Combined • Strategic presence across key origination markets USA increases optionality in managing seasonal cycles, weather and other risks Canada • Broader footprint increases ability to provide solutions for end-cus
Slide 17: Agriculture Presence Covering All Major Crops
Agriculture Presence Covering All Major Crops Crop Offerings Bunge Viterra Combined • Combination provides crop diversification with larger origination/merchandising of wheat, corn, Soy barley and rapeseed in major origins • Crop diversification increases ability to provide Corn solutions for end-cu
Slide 18: Agricultural Value Chains for the 21st Century
Agricultural Value Chains for the 21st Century Combined Company Addresses Challenges to the Agri-Food Value Chain by Accelerating Innovation Promote sustainability Greater flexibility in Scalable risk meeting critical needs management tools Connecting farmers to markets Food security and resilience
Slide 19: Combination Accelerates Carbon Solutions
Combination Accelerates Carbon Solutions Positioned to be the preferred partner of growers and food, feed and fuel customers to reduce carbon footprint and achieve climate target goals Regenerative Agriculture: Extending benefits of programs in NA, SA and Europe, offering farmers access to tools & c
Slide 20: Delivering Value for All Stakeholders
Delivering Value for All Stakeholders Across Food, Feed and Fuel Markets Farmers Employees Consumers Communities • Positioned to offer farmers • Highly talented commercial • Provides more consistent • Transforms ability to promote differentiated, value-added and industrial teams supply quality and s
Slide 21: Delivering Value for Shareholders
Delivering Value for Shareholders Anticipated run rate operational synergies to be fully realized in the third year after completion, with clear line of sight into additional network synergies Earnings accretion expected in the first full year following the transaction assuming operational synergies
Slide 22: Summary Transaction Terms
Summary Transaction Terms • Bunge to merge with Viterra; consideration to Viterra shareholders of approximately $6.2bn1 in stock and $2.0bn in cash Financial Terms • Approximately 65.6mm Bunge shares to be issued to Viterra shareholders2 • Bunge to assume $9.8bn of Viterra debt, which is associated
Slide 23: Creating Value Through Significant Synergy Opportunities
Creating Value Through Significant Synergy Opportunities • Optimization of asset utilization, logistics and investments • Procurement savings $250mm Operational • Streamlining of duplicative overhead costs Run-Rate Synergies • Expected to be realized within three years of completion Synergies • $250
Slide 24: Robust Cash Flow Generation
Robust Cash Flow Generation Strong Earnings Growth Adjusted Funds From Operations ($bn)1,4 $3.9 0.2 Strong Bunge Enhanced $3.4 Investment + and More Grade Viterra Stable Free Balance Cash Flow $2.8 1.4 Sheet 1.4 0.9 Disciplined Capital Allocation 2.4 1.9 2.0 $3.2bn 1.6x Pro Forma Discretionary Cash
Slide 25: Planned Share Repurchase
Planned Share Repurchase Planned $2.0bn share repurchase1 Portion of repurchases expected to be Enhances pro forma adjusted executed prior to close, pending market earnings per share for our entire conditions shareholder base Committed to maintaining strong investment grade rating 1) Includes previo
Slide 26: Highly Compelling Financial Profile
Highly Compelling Financial Profile Bunge Viterra Combined1 Revenue $67bn $72bn ~$140bn ~$5.3bn / ~$5.6bn Adjusted EBITDA2 $3.3bn $2.1bn with Synergies ~$2.9bn / ~$3.1bn Adjusted Net Income3 $2.1bn $1.0bn with Synergies ~$3.0bn / ~$3.2bn Discretionary Cash Flow4 $2.1bn $1.1bn with Synergies Expected
Slide 27: Creating a Premier Agribusiness Solutions Company Built for the 21st Century
Creating a Premier Agribusiness Solutions Company Built for the 21st Century Global pure-play agribusiness solutions company • Diversifies Bunge’s footprint with increased grain handling and logistics assets • Expands origination capabilities in key regions and crops where Bunge is underrepresented
Slide 28: Appendix
Appendix BUNGE
Slide 29: Transaction Structure
Transaction Structure Cash Bunge Viterra Shareholders Bunge Shares Execution of a cross-border Viterra Shares Viterra transaction, with Bunge as the ongoing listed entity Bunge Shareholders Viterra Shareholders 67%1 33%1 New Bunge 1) Indicative ownership post Bunge’s planned share repurchase. Assume
Slide 30: Preliminary Adjusted Net Debt to Adjusted EBITDA
Preliminary Adjusted Net Debt to Adjusted EBITDA (Pro-forma for 2022) Synergies/ $bn Bunge Viterra Combined Acquisition Debt Adjusted EBITDA1 3.3 2.1 0.32 5.6 Net Debt 3.5 9.1 4.63 17.2 Adjustments: RMI 6.7 9.0 15.6 RMI Factor 50% 70% 61% RMI Credit⁴ (3.3) (6.3) (9.6) AR Securitization 1.1 - 1.1 Tot
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