Ricegrowers Ltd. Class B · ASX:SGLLV
Ricegrowers Ltd. Class B — Merger or Acquisition (December 2010)
40 slides from Ricegrowers Ltd. Class B's merger presentation, December 2010
Slide 1: SunRice and Ebro
SunRice and Ebro Ebro
Slide 2: Index
INDEX 1. Introduction 1.1 Who is Ebro: history and highlights 2 Ebro’s Ebro s Rice Business 2.1 The rice business 3. Ebro’s Pasta Business 3 1 The pasta business 3.1 4. Ebro’s commitment to you 4.1 Ebro’s working relation with growers and cooperatives 4 2 We want your rice 4.2 4.3 We also want your
Slide 3: Introduction
~? 7S tee, CE? ) Introduction
Slide 4: 1.1 Who is Ebro: history and highlights
1.1 Who is Ebro: history and highlights Only focused on rice and pasta From 2001 to 2004 2004, acquired 7 small and medium sized leading Merger of branded rice companies New World Pasta and Azucarera Ebro in Europe Minute Rice acquisitions (sugar business) and In 2004, acquired (leading branded past
Slide 5: Breakdown of Ebitda
Breakdown of Ebitda Sales (EURm) Sales (EURm) Ebitda by Geographical Zone E2010 North Ebitda by Division E2010 Am erica 52% Rice 44% Rest of Rest of the Pasta P t Europe World Spain 56% 40% 1% 7% 5
Slide 6: Key financials: consolidated figures
Key financials: consolidated figures Sales (EURm) EBITDA (EURm) 2,000 300 1,800 250 1 600 1,600 1,400 200 1,200 1,000 150 800 100 600 400 50 200 0 0 2008 2009 E2010 2008 2009 E2010 6
Slide 7: Ebro's Rice Business
Ebro’s Rice Business
Slide 8: 2.1 The rice business
2.1 The rice business Eb acquired Ebro i d 60% off Herba H b ini 1989 After joining the European Union started the expansion in Europe buying different rice businesses in Denmark, Hungary, Finland, Germany, UK and Italy We became partners of SunRice in Anglo Australian Rice and Herto In 2004 we acqu
Slide 9: Ebro and SunRice markets and facilities
Europe North America Middle East Asia Africa Latin America Pacific Australia New Ebro markets Zealand SunRice markets We have rice mills and plants in: Spain Hungary Italy USA Portugal Egypt Belgium Morocco G Germany U Uruguay UK Thailand 9
Slide 10: Memphis, Carlisle (USA)
Memphis , Carlisle (USA) 10 Ebro
Slide 11: San Juan de Aznalfarache, Seville (Spain)
SAN JUAN DE AZNALFARACHE, SEVILLE (SPAIN) 11
Slide 12: Belgium and Germany
Belgium and Germany Eb 12 ro
Slide 13: Thailand
THAILAND 13
Slide 14: Brands
Brands Ebro buys over 1.5 million tones of paddy and brown rice per year and has long lasting agreements with cooperatives in Europe and also in USA where we have a joint venture with ith Riceland Ri l d Food F d Nowadays our strategy is to be the largest rice Marketer in the world with leading bran
Slide 15: Key financials: rice
Key financials: rice Sales (EURm) EBITDA (EURm) 1,000 140 900 120 800 700 100 600 80 500 60 400 300 40 200 20 100 0 0 2008 2009 E2010 2008 2009 E2010 15
Slide 16: Our market shares
Our market shares Position #1 #1 #1 #1 #1 #1 #1 #1 % 100 80 60 40 65 20 32 24 24 23 23 20 16 0 Canada (Instant Belgium USA Spain France P. Rico Germany Portugal Rice) Ebro Foods´ Market Share 16
Slide 17: Ebro's pasta business
a WA Ebro’s pasta business
Slide 18: 3.1 The pasta business
3.1 The pasta business Our first step in the pasta business was the acquisition of Panzani in 2005 (€639 m) Panzani is the leading dry pasta, fresh pasta, rice and sauces branded leader in France and it was the perfect platform to develop our new pasta business It brought to our group an expertise i
Slide 19: Factories: pasta facilities in France, Germany, USA and Canada
Factories: We have pasta facilities in France, Germany, USA and Canada 19
Slide 20: Factories: pasta facilities in France, Germany, USA and Canada
Factories: We have pasta facilities in France, Germany, USA and Canada 20
Slide 21: Brands
Brands Ebro buys Eb b 582 000 tm/annum 582,000 t / off durum d wheat h t in i Europe E andd 280,000 280 000 tm/annum t / i North in N th America and has long lasting agreements with coops in France. All purchases from the Northern Tier are made on the open market, in the desert we contract acres wit
Slide 22: Our market shares
Our market shares Pasta Sauce COUNTRY MARKET SHARE VOLUME COUNTRY MARKET SHARE France 40 8% 40.8% France 33.6% Canada 39.4% USA 25.8% G Germany 11 2% 11.2% Cezch Republic 12.5% Belgium 13.7% Fresh Pasta COUNTRY MARKET SHARE France 30.5% 22
Slide 23: Key financials: pasta
Key financials: pasta Sales (EURm) EBITDA (EURm) 1,200 180 160 1,000 140 800 120 100 600 80 400 60 40 200 20 0 0 2008 2009 E2010 2008 2009 E2010 23
Slide 24: Ebro's commitment to you
Ebro’s commitment to you
Slide 25: 4.1 Ebro's working relations with growers and cooperatives
4.1 Ebro’s working relations with growers and cooperatives Because everything at Ebro does begins with agriculture, agriculture our partnership with farmers is vital We strive to forge closer working relationships with farmers based on trust and support by ensuring them the best deal support, We hav
Slide 26: 4.2 We want your rice
4.2 We want your rice We are a very large purchaser of rice globally In Europe we purchase 500 mt/annum of rice of different types and varieties: medium grain, long grain and other important specialties. All purchases are made from farmers and cooperatives In North America we purchase 400 mt/annum o
Slide 27: 4.2 We want your rice: three questions
4.2 We want your rice 3 questions 1. Will Ebro provide a fair price after six years? 2. Will Ebro continue to source Australian rice for SunRice’s brands? 3. Will Ebro continue to process paddy in the Riverina? 27
Slide 28: 4.2 Will Ebro provide a fair price after six years? Yes
4.2 We want your rice 1. Will Ebro provide a fair price after six years? – Yes In 60 years of history we have maintained excellent relationships with farmers – which means we have paid a fair price We want all the rice you can provide – this means a fair price We are investing over $600m into SunRic
Slide 29: 4.2 Will Ebro continue to source Australian rice? Yes
4.2 We want your rice 2. Will Ebro continue to source Australian rice for SunRice’s brands? – Yes We are paying over $600m to acquire significant infrastructure To work efficientlyy this infrastructure needs rice Your brands are strongly associated with variety and source of the rice (i.e. Sunwhite
Slide 30: 4.2 Will Ebro continue to process paddy in the Riverina? Yes
4.2 We want your rice 3. Will Ebro continue to process paddy in the Riverina? – Yes The Riverina infrastructure is the most efficient way to process local paddy We are making g a large g investment in Riverina infrastructure Ebro is aware of the heritage that SunRice has in the Riverina We would loo
Slide 31: 4.3 We also want your Durum wheat
4.3 We also want your Durum wheat We are also a large g ppurchaser of Durum wheat g globallyy In Europe we purchase 582 mt/annum of Durum wheat from France and North America In North America we purchase 280 mt/annum of Durum wheat We understand Durum wheat can be successfully grown in the Riverina A
Slide 32: 4.4 Continuity Undertaking and paddy pricing
4.4 We will continue to support you Ebro and SunRice have entered into a binding Continuity Undertaking which governs the matters set out below The RGA is also a beneficiary and can enforce the Continuity Undertaking Paddy Pricing Committed to buy all the rice produced in NSW if we maintain the sole
Slide 33: 4.4 Grower Services
4.4 We will continue to support you Grower Services Grower Services for rice to continue without material change. We understand this is a key service to you G Grower services i to t bbe enhanced h d to t provide id services i for f wheat h t Appraisal regime to remain unchanged unless changes agreed
Slide 34: 4.4 Grower Advisory Board
4.4 We will continue to support you Grower Advisory Board Operates in perpetuity, not just 5 years Composed of 6 Board Members Three Grower representatives Three Ebro representatives The Chairman must be a Grower representative Research, receive, review and consider information in relation to prices
Slide 35: 4.5 Support for the region and the industry
4.5 We will continue to support the region and the Industry Research and Development Ebro has agreed to support RRAPL at a level that is equal to the average of the last 3 years expenditure increased each year by CPI We will share our global Research and Development expertise with you through the RG
Slide 36: Reasons to accept the offer for SunRice
Reasons to accept the offer for SunRice
Slide 37: 5.1 Reasons to accept Ebro's Offer
5.1 Reasons to accept Ebro’s Offer 1 Rice is central to Ebro 1. Ebro´s s strategy 2. Ebro is a world leader in the rice sector with access to international rice markets 3. Long term partnership: Ebro and SunRice have enjoyed a strategic relationship for over 50 years participating in two successful
Slide 38: 5.1 Reasons to accept Ebro's Offer (continued)
5.1 Reasons to accept Ebro’s Offer 5. Strong commitment by Ebro to SunRice and Australian rice Growers Long term purchase agreement: Purchase rice and the price for at least the 5 years commencing 2012 based on Californian prices for Medium Grain rice Grow in international markets through Ebro’s glo
Slide 39: 5.2 Valuation of SunRice
5.2 Valuation of SunRice Consideration per Share1 B Class Shares’ Premium Cash Consideration per B Class Share2 vs. Price at Different Moments A Class Share B Class Share A$ +214% +182% +99% Total Cash Consideration A$50,000 A$5.025 3 Franking Credits n.a. A$0.603 5.025 Total Consideration plus A$50
Slide 40: Conclusion
6 Conclusion Our partnership O t hi with ith the th farming f i community it is i vital it l and d has h b been f for 60 years We want y your rice We also want your durum wheat We will continue to support you We will continue to support the region, employment and the industry SunRice is the launch p
Ricegrowers Limited (SunRice) — Merger or Acquisition (December 2010) on 6ix