The Campbell's Company · NASDAQ:CPB

The Campbell's — Campbell Soup — Merger or Acquisition (August 2023)

25 slides from The Campbell's's merger presentation, Aug 7, 2023

  1. Slide 1: Campbell to Acquire Sovos Brands

    1 Campbell to Acquire Sovos Brands August 7, 2023

  2. Slide 2: Forward-Looking Statements

    2 Forward - Looking Statements This presentation contains "forward - looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 . These forward - looking statements reflect Campbell Soup Company’s (“Campbell” or “our”) current expectations regarding our future res

  3. Slide 3: Today's Presenters

    3 Today’s Presenters Carrie Anderson EVP & Chief Financial Officer Mark Clouse President & Chief Executive Officer Todd Lachman Founder, President and Chief Executive Officer Sovos Brands

  4. Slide 4: Sovos Brands Joining the Campbell's Family

    4 Sovos Brands Joining the Campbell's Family Strategic, Powerful, Growth Accretive Combination • Strengthens and diversifies Meals & Beverages • Adds fast - growing brands • Substantial runway for adjacent categories • Strong complement to our Snack’s growth platform Transaction • Campbell to acquir

  5. Slide 5: Adds Fast Growing Rao's Brand to Our Portfolio

    5 $1,641 $938 $657 $1,480 $787 $181 Mainstream Distinctive Ultra Distinctive 2017 2022 Adds Fast Growing Rao’s Brand to Our Portfolio Rao’s is the leader in Ultra Distinctive Italian Sauce Italian Sauce Category Retail Sales and 2017 - 2022 CAGR 1 ($ millions) +33% +7% +4% 1 Circana ( MULO + C) cale

  6. Slide 6: Significant Runway for Growth in Rao's Italian Sauces

    6 Significant Runway for Growth in Rao’s Italian Sauces 1 Rao’s , Classico and Bertolli pasta sauce data shown, Source: HHP Circana Total US - all outlets L52 weeks ending 7/23/23; 2 Circana Total US – All Outlets L52 Panel Data as of 7/23/23 and as compared to the comparable year - ago period, wher

  7. Slide 7: Substantial Opportunity for Expansion to Adjacent Categories

    7 Product Category Size 1 Rao’s $Consumption 2 Growth vs. PY Frozen 3 meals Meals $12.6B Pizza $6.2B +51% Dry Pasta $2.6B +52% Ready to Serve Soup $2.0B +26% Substantial Opportunity for Expansion to Adjacent Categories 1 Reflects L52 Circana ( MULO ) $ consumption (category dollars) as of 5/21/23, R

  8. Slide 8: Michael Angelo's Adds Authentic Italian Frozen Meals

    8 Michael Angelo’s Adds Authentic Italian Frozen Meals and Additional Supply Chain Scale • Established frozen business with the #1 most preferred Italian frozen entree brand among families 1 • +3% $ Consumption CY 2019 - 22 CAGR 2 • High quality Italian aligned with at home eating trends focused on

  9. Slide 9: Great Tasting Products and Track Record of Strong Performance

    9 Great Tasting Products and a Track Record of Strong Performance Provides Optionality • 5% $ Consumption CY 2019 - 22 CAGR 1 with strong, sustainable profitability • Strong leadership in place to operate as an attractive, easily separatable business while Campbell’s evaluates strategic options • Hi

  10. Slide 10: Compelling Strategic Rationale for Acquisition

    10 Compelling Strategic Rationale for Acquisition Attractive Sustainable Profitable Growth Accelerates Campbell’s Focused Strategic Plan Multi - dimensional Value Creation & 1 2 3

  11. Slide 11: Multi-dimensional Value Creation

    11 Multi - dimensional Value Creation 1 • U nlocks significant value through strong and sustainable growth opportunities • Expect fast, effective and efficient integration and synergy unlock given familiarity with categories and Campbell’s strong capabilities, processes and proven integration playbo

  12. Slide 12: Expected ~$50 million Annualized Savings

    12 Expected ~$50 million Annualized Savings 2/3 rd from targeted selling, general & administrative expenses through harmonizing the combined corporate organizations 1/3 rd from greater scale in sourcing and procurement and efficiency gains and cost savings in our supply chain network Multi - dimensi

  13. Slide 13: Attractive Sustainable, Profitable Growth

    13 Attractive Sustainable, Profitable Growth 2 • Significant whitespace opportunity for Rao’s and Michael Angelo’s to reach best - in - class distribution, growing items per store and increasing household penetration • Campbell's expertise in retail execution will enhance shelf productivity, geograp

  14. Slide 14: Accelerates Campbell's Focused Strategic Plan

    14 Accelerates Campbell’s focused Strategic Plan 3 • Further advances the company’s focused roadmap • Adds 1 full point of net sales growth to Meals & Beverages; Solidifies its role as steady contributor and complements the existing stable , core business • Delivers $1 billion sauces strategic objec

  15. Slide 15: Strengthens Meals & Beverages with Premium Segments

    15 Mainstream Premium Soup Leading Mainstream Soup, +3.1% 4 - yr CAGR Sauces Leading Mainstream Pasta Sauce, +7.4% 4 - yr CAGR Leading Ultra - Distinctive Italian Sauce, +37% 4 - yr CAGR Salsa / Picante Strong Mainstream Salsa / Picante, +4.5% 4 - yr CAGR New FY24 Launch Source: Retail sales growth

  16. Slide 16: High Confidence in Integration Capabilities and Proven Playbook

    16 High Confidence in Integration Capabilities and Proven Playbook • +10% $ Consumption 4 - yr CAGR 1 • Developed brand into a premium growth engine, driving incremental consumers to our portfolio • Balanced integration; preserved consumer and customer dedicated resources • Increased household penet

  17. Slide 17: Todd Lachman, Founder, President and CEO

    17 Todd Lachman Founder, President and Chief Executive Officer

  18. Slide 18: Transaction Financial Summary

    18 Transaction Financial Summary Transaction Metrics • All cash purchase price of $23.00 per share • Total enterprise value of $2.7B • Represents adjusted EBITDA multiple of 14.6x including run - rate synergies 1 • Represents adjusted EBITDA multiple of 19.8x excluding run - rate synergies 1 Cost Sy

  19. Slide 19: Campbell & Sovos Brands Combine to Create Long-term Value

    19 Multi - dimensional Value Creation • Strong sustainable growth opportunities • Faster integration & synergy unlock given familiar categories and proven playbook Attractive, Sustainable Profitable Growth • Significant whitespace opportunity for existing Sovos Brands • Ample runway for adjacent seg

  20. Slide 20: Questions & Answers

    20 Questions & Answers Carrie Anderson EVP & Chief Financial Officer Mark Clouse President & Chief Executive Officer Mick Beekhuizen EVP & President, Meals & Beverages Division 

  21. Slide 21: Building Momentum

    BUILDING MOMENTUM

  22. Slide 22: Non-GAAP Financial Measures

    22 Non - GAAP Financial Measures This presentation includes measures that are not prepared in accordance with U . S . generally accepted accounting principles (“GAAP”) . Campbell uses Sovos Brands Adjusted EBITDA and organic net sales, which are non - GAAP measures, in this presentation . For each o

  23. Slide 23: Reconciliation of GAAP and Non-GAAP Financial Measures

    23 Reconciliation of GAAP and Non - GAAP Financial Measures* (1) Consists of non - cash equity - based compensation expense associated with the grant of equity - based compensation provided to non - em ployee officers, directors and employees. (2) Consists of costs for professional fees related to o

  24. Slide 24: Reconciliation of GAAP and Non-GAAP Financial Measures

    24 Reconciliation of GAAP and Non - GAAP Financial Measures* (1) Reflects Net Sales for the Birch Benders brand generated in the 53 weeks ended December 31, 2022. (2) Reflects Net Sales generated in the 53 rd week by the Rao’s , Michael Angelo’s and noosa brands. (3) Sovos Brands Organic Net Sales a

  25. Slide 25: Reconciliation of GAAP and Non-GAAP Financial Measures

    25 Reconciliation of GAAP and Non - GAAP Financial Measures* ($ thousands) 13 weeks ended July 1, 2023 June 25, 2022 Reported Net Sales $ 217,635 $ 197,433 Divestiture (1) — (10,347) Organic Net Sales (2) $ 217,635 $ 187,086 Organic Net Sales Growth (2) 16% Sovos Brands - Reconciliation of Reported

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