The J.m. Smucker Company · NYSE:SJM
The J.m. Smucker — Merger or Acquisition (February 2015)
15 slides from The J.m. Smucker's merger presentation, Feb 3, 2015
Slide 1: Acquisition of Big Heart Pet Brands
The J. M. Smucker Company ACQUISITION OF BIG HEART PET BRANDS February 3, 2015
Slide 2: Forward Looking Statement
Forward Looking Statement This presentation contains forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from any future results, performance, or achievements expressed or implied by those forward-looking state
Slide 3: Transaction Summary
Transaction Summary • Smucker signed a definitive agreement to acquire Big Heart Pet Brands for approx. $5.8B, as follows: ― 17.9M shares of Smucker common stock ― $1.3B in cash ― $2.6B of Big Heart Pet Brands net debt • Provides strategic balance to the Smucker portfolio, adding a third platform fo
Slide 4: Strategic Rationale
Strategic Rationale Excellent strategic Aligns with our Adds leading Provides an fit and consistent strategy of brands, with a immediate and with our Purpose, leveraging center-of-the-store significant as it allows us to acquisitions as a presence and a presence in the better serve the key growth dr
Slide 5: Big Heart Pet Brands – Business Overview
Big Heart Pet Brands – Business Overview • Largest stand-alone producer, distributor, and marketer of premium- quality branded pet food and pet snacks in the U.S. • Portfolio includes some of America’s best known pet brands • Strong position within $21B U.S. pet food and snacks category(1) ― #1 in p
Slide 6: Big Heart Pet Brands – Strong Brand Portfolio
Big Heart Pet Brands – Strong Brand Portfolio The Taste Cats Ask For Say It With Milk-Bone Goes Together Like Every Cat Deserves To By Name Food And Family Live – And Live Well Truly The Food Playtime: Something Perfect Recipes So Pet The Best Treats Come For A Lifetime Extra, Much More Fun Parent R
Slide 7: Big Heart Pet Brands – Manufacturing Footprint
Big Heart Pet Brands – Manufacturing Footprint Buffalo, NY Milk Bone Biscuit & Treats Topeka, KS Soft/Baked Snacks Bloomsburg, PA Dry Pet Food Canned, Soft, and Lawrence, KS Dry Pet Food Soft/Dry Pet Food Decatur, AL Dry Pet Food Supply chain network with capacity to facilitate growth 7
Slide 8: Further Diversifies Portfolio
Further Diversifies Portfolio Current Smucker Portfolio Future Smucker Portfolio FY14 Net Sales by Category Estimated Net Sales by Category After Transaction Coffee 46% Coffee 32% Peanut Butter 13% Pet Food 30% Fruit Spreads 6% Peanut Butter 9% Shortening and Oils 6% Fruit Spreads 4% Baking Mixes an
Slide 9: Transaction Overview
Transaction Overview • Transaction valued at approx. $5.8B, as follows: ― 17.9M shares of Smucker common stock ― $1.3B in cash ― $2.6B of Big Heart Pet Brands net debt • Transaction value represents a multiple of approx. 13x Smucker’s estimate of Big Heart Pet Brands’ fiscal 2015 adjusted EBITDA • F
Slide 10: Financial Impact
Financial Impact • Pet food business will be separate reporting segment • Accelerates sales growth in attractive new category with significant expansion potential • Expected net sales growth rate for pet food business exceeds Smucker’s current organic growth objective of 3-4% • Combined pro forma ne
Slide 11: Estimated Synergies and One-Time Costs
Estimated Synergies and One-Time Costs Synergies One-Time Costs • Target $200M annually to • Approx. $225M, of which be fully-realized within the approx. $150M are expected first three full years of to be cash charges ownership • Incurred primarily over the • Approx. $40-50M in fiscal next three fis
Slide 12: Key Messages Summary
Key Messages Summary • Excellent strategic fit, aligning with Smucker’s Purpose and strategy • Provides Smucker with an immediate and significant presence in the large and growing pet food and snacks category • Successful history of transformational acquisitions, each of which has taken Smucker into
Slide 13: About The J. M. Smucker Company
About The J. M. Smucker Company For more than 115 years, The J. M. Smucker Company has been committed to offering consumers quality products that bring families together to share memorable meals and moments. Today, Smucker is a leading marketer and manufacturer of fruit spreads, retail packaged coff
Slide 14: Non-GAAP Measures
Non-GAAP Measures The Company has included in this presentation an estimate of Big Heart Pet Brands’ adjusted EBITDA for its fiscal year ending May 3, 2015. Adjusted EBITDA is a non-GAAP measure which represents earnings before interest, taxes, depreciation, amortization and other adjustments. Big H
Slide 15: Additional Information
CONTACTS: The J. M. Smucker Company 330.682.3000 INVESTOR RELATIONS: Aaron Broholm Director, Investor Relations Additional Information: jmsmucker.com/investor-relations MEDIA: Maribeth Burns Vice President, Corporate Communications 15
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