Wilmar International Limited · SGX:F34
Wilmar International — Merger or Acquisition (March 2007)
14 slides from Wilmar International's merger presentation, Mar 19, 2007
Slide 1: Wilmar International Limited EGM Presentation
WILMAR INTERNATIONAL LIMITED EGM PRESENTATION 19 MARCH 2007 1
Slide 2: Overview of Merger and Acquisitions
Overview of Merger and Acquisitions 2
Slide 3: Creation of one of Asia's leading agribusiness groups
Creation of one of Asia's leading agribusiness groups • Wilmar will be one of the largest listed companies on the SGX- ST by market capitalisation after the KG Merger and IPT Acquisitions. US$2.7b KG Merger US$1.6b IPT Acquisitions US$1.1b acquisition of PPB Oil Palms Berhad (“PPBOP”) ("PPBOP Acquis
Slide 4: Rationale for the KG Merger and IPT Acquisitions
Rationale for the KG Merger and IPT Acquisitions • Create world's leading merchandiser and processor of palm oil. – Combine processing and merchandising activities. – Significant presence in Malaysia and access to KOG's markets. • Expand oil palm acreage. – Increase plantation landbank from 210,000
Slide 5: Update on Regulatory Approvals
Update on Regulatory Approvals • Securities Commission of Malaysia – Approval for offer of shares to FFM – On behalf of FIC, no objections to PPBOP VGO but additional equity conditions may be imposed following verification of acceptances • Board of PPB Group Bhd has approved the disposal of 65.8% of
Slide 6: Dispensation of take-over offer for Wilmar
Dispensation of take-over offer for Wilmar • The SIC has granted the Kuok Group and its concert parties the dispensation subject to the following conditions:- (a) that each of the ADM Group and WHPL:- – (i) submits to the SIC a written confirmation (the “Relevant Confirmations”) to the effect that i
Slide 7: Dispensation of take-over offer for Wilmar (cont.)
Dispensation of take-over offer for Wilmar (cont.) (c) the Kuok Group and persons acting in concert with it are not to offer any consideration, promise or inducement to WHPL and the ADM Group in return for the Relevant Confirmations; (d) Wilmar Shareholders are given the full facts in any document a
Slide 8: The PPBOP Acquisition
The PPBOP Acquisition 8
Slide 9: Purpose of today's EGM
Purpose of today's EGM • Obtain Wilmar shareholders' approval for the PPBOP Acquisition and issue of Consideration Shares. • EGMs for other transactions will be convened in due course. US$2.7b KG Merger US$1.6b IPT Acquisitions US$1.1b PPBOP Acquisition US$1.6b acquisitions of the edible oils, grain
Slide 10: Information on PPBOP
Information on PPBOP • Listed on Bursa Malaysia with a market capitalisation of approx RM4.0b as at 13 Dec 06 (RM5.1b as at 15 Mar 07). • Principally engaged in oil palm cultivation and milling. • 55.6% of PPBOP held by PPB Group Bhd. • Owns a 34.2% stake in PGEO. • Landbank of 363,405 hectares as a
Slide 11: Terms of the PPBOP Acquisition
Terms of the PPBOP Acquisition • Voluntary general offer (“VGO”) for all the issued shares in PPBOP:- – Share exchange ratio of 2.3 new Wilmar shares for every 1 PPBOP share. • Exploring with CIMB Group for possible arrangement to allow PPBOP shareholders to receive cash at a price to be determined.
Slide 12: Financial effects of the PPBOP Acquisition
Financial effects of the PPBOP Acquisition Before After After (50% acceptance) (100% acceptance) 9 month period ended 30 September 2006 Earnings US$68.3m US$83.7m US$99.2m EPS 2.70 US cents 2.75 US cents 2.79 US cents As at 30 September 2006 Shares 2.5 billion 3.0 billion 3.6 billion NTA US$473.4m U
Slide 13: Shareholding structure post-PPBOP Acquisition
Shareholding structure post-PPBOP Acquisition Pre-PPBOP Acquisition Post-PPBOP Acquisition (assuming 100% acceptance) Public 17% Public 25% WHPL and others WHPL and 83% others PPB Group 59% 16% WHPL and others WHPL and others PPB Group Public Public 13
Slide 14: Important Notice
IMPORTANT NOTICE Information in this presentation may contain projections and forward looking statements that reflect the Company’s current views with respect to future events and financial performance. These views are based on current assumptions which are subject to various risks and which may cha
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