Post Holdings, Inc. · NYSE:POST
Post — Merger or Acquisition (February 2023)
15 slides from Post's merger presentation, Feb 8, 2023
Slide 1: Post Holdings to Acquire Rachael Ray Nutrish, Nature's Recipe and Other Select Pet Brands
Post Holdings to Acquire Rachael Ray ® Nutrish , Nature’s Recipe and Other Select ® ® Pet Brands from The J.M. Smucker Co. February 8, 2023
Slide 2: Cautionary Statement Regarding Forward-Looking Statements
Cautionary Statement Regarding Forward-Looking Statements Certain matters discussed in this presentation are forward-looking statements within • Post’s ability to increase its prices to offset cost increases and the potential for the meaning of the Private Securities Litigation Reform Act of 1995. T
Slide 3: Cautionary Statement Regarding Forward-Looking Statements (Cont'd)
Cautionary Statement Regarding Forward-Looking Statements (Cont’d) (CONTINUED FROM PRIOR PAGE): • Post’s ability to identify, complete and integrate or otherwise effectively execute • costs associated with the obligations of Bob Evans Farms, Inc. (“Bob Evans”) in acquisitions or other strategic tran
Slide 4: Additional Information
Additional Information Non-GAAP Financial Measures While Post reports financial results in accordance with accounting principles generally In this presentation, Post provides its forecasted Adjusted EBITDA guidance for fiscal accepted in the U.S. (“GAAP”), Post uses Adjusted EBITDA, free cash flow a
Slide 5: Additional Information (Cont'd)
Additional Information (Cont’d) Prospective Financial Information The prospective financial information provided in this presentation regarding Post’s Post’s expected synergies and other benefits from the Pet Food Business transaction, future performance, including Post’s forecasted Adjusted EBITDA
Slide 6: Additional Information (Cont'd)
Additional Information (Cont’d) Market and Industry Data This presentation includes industry and trade association data, forecasts and Post or its consolidated subsidiaries. Other logos, trademarks, trade names and service information that were prepared based, in part, upon data, forecasts and infor
Slide 7: Transaction Summary
Transaction Summary • Post has agreed to acquire Rachael Ray® Nutrish®, Nature’s Recipe® and other select pet brands from The J.M. Smucker Co. for $1.2bn(1) • Key brands include Rachael Ray® Nutrish®, Nature’s Recipe®, 9Lives®, Kibbles ‘n Bits® and Gravy Train® • Purchase price of 8x synergized Adju
Slide 8: Overview of Transaction Perimeter
Overview of Transaction Perimeter Transaction Perimeter 4 1,100+ Key Brands(1) Dedicated Facilities(2) Total Employees(3) Brand Portfolio Other 4% 4% 11% FY22A Net Revenue: 18% $1.4bn(3) 43% 20% 1. The Rachael Ray trademark is licensed; however, Nutrish is owned. 2. Two dry manufacturing plants, one
Slide 9: Compelling Entry Point to the Attractive Pet Food Category
Compelling Entry Point to the Attractive Pet Food Category Acquisition will give Post an established, scaled position in the mainstream and entry premium pet food sub-categories Mainstream Pet Sub-Category Attractive Trends & Characteristics ($ in bn) ✓ Large, growing category supported by secular 7
Slide 10: Enhances Post's Free Cash Flow Profile
Enhances Post’s Free Cash Flow Profile Pet Food Cash Flow Characteristics Pro Forma Free Cash Flow (“FCF”)(1) Illustrative Calculation Business 1 Recurring revenue stream ($ in mm) + supported by strong brands with attractive category Post Forecasted Adjusted EBITDA(1)(2) $1,045 Pet Food $1,045 Ch
Slide 11: Clear Synergy Potential with Further Upside
Clear Synergy Potential with Further Upside Corporate Distribution Overhead / SG&A Procurement • Reduced freight costs • Elimination of duplicative • Volume-driven packaging from optimizing costs through and input savings shipments for weight and consolidation • Efficiencies driven by volume across
Slide 12: Proven History of Identifying and Executing Value-Enhancing M&A in New, Attractive Categories
Proven History of Identifying and Executing Value-Enhancing M&A in New, Attractive Categories 2012 – 2013 2013 – 2014 2014 2015 2017 2018 2019 / 2022 2023 Private Active Cereal International Refrigerated Foodservice Pet Label Nutrition (Value) (UK) Retail New New New New New New Opportunistic Opport
Slide 13: Continues M&A Strategy Focused on Constructing Scaled Platforms
Continues M&A Strategy Focused on Constructing Scaled Platforms Acquisition will expand Post Consumer Brands’s existing capabilities and leverage existing infrastructure (1) REFRIGERATED POST CONSUMER BRANDS WEETABIX FOODSERVICE RETAIL North American Dry and wet food Primarily United Primarily Prima
Slide 14: Key Takeaways
Key Takeaways Compelling strategic and financial rationale Strategic Rationale Financial Rationale ✓ History of diversifying into new ✓ Extensive experience operating in categories with value-enhancing Highly large retail categories with scaled Consistent with acquisitions Complementary competitors
Slide 15: Post Holdings, Inc.
POST HOLDINGS, INC.
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