Koninklijke Ahold Delhaize N.v. · EURONEXT:AD
Koninklijke Ahold Delhaize — Koninklijke Ahold — Merger or Acquisition (June 2015)
24 slides from Koninklijke Ahold Delhaize's merger presentation, Jun 24, 2015
Slide 1: Brussels, June 24, 2015
Brussels, June 24, 2015
Slide 2: Cautionary notices
Cautionary notices NO OFFER OR SOLICITATION This communication is being made in connection with the proposed business combination transaction between Koninklijke Ahold N.V. also known as Royal Ahold (“Ahold”) and Delhaize Group (“Delhaize”). This communication is not intended to and does not constit
Slide 3: Cautionary notices continued
Cautionary notices continued FORWARD-LOOKING STATEMENTS This communication contains forward-looking statements, which do not refer to historical facts but refer to expectations based on management’s current views and assumptions and involve known and unknown risks and uncertainties that could cause
Slide 4: Ahold and Delhaize announce intention to merge
Ahold and Delhaize announce intention to merge Dick Boer CEO of Royal Ahold 4
Slide 5: Agenda
Agenda » Introducing Ahold Delhaize Dick Boer » Terms of the transaction Dick Boer » Strategic rationale Dick Boer » Delivering value for all stakeholders Frans Muller » Closing remarks Frans Muller » Q&A 5
Slide 6: Introducing Ahold Delhaize
Introducing Ahold Delhaize » Merger of equals which forms a complementary base of more than 6,500 stores, with enhanced scale across regions, characterized by trusted brands with strong local identities » Serving over 50 million customers in the United States and Europe per week* » Enables accelerat
Slide 7: Key terms of the transaction
Key terms of the transaction » 4.75 Ahold shares for each Delhaize share » Ahold to terminate ongoing share buyback programme; €1 billion to be returned to Ahold shareholders via a capital return and a reverse stock split Financial Terms prior to completion of the transaction » Pro-forma ownership a
Slide 8: Governance Structure
Governance Structure Key Positions Composition Mats Jansson Chairman Jacques de Vaucleroy Jan Hommen Vice Chairman Vice Chairman 7 Members Supervisory Board Remuneration Governance/Nomination Committee Chair Committee Chair 7 Members Audit/Finance Sustainability/Innovation Committee Chair Committee
Slide 9: Transaction structure
Transaction structure Ahold Delhaize » Pre-closing capital return of €1billion to Shareholders Ahold Ahold shareholders Shares » Execution of a cross-border merger with Delhaize Merger Ahold as the ongoing listed entity » Under the merger, Delhaize shareholders will Ahold Delhaize Shareholders Share
Slide 10: Compelling strategic rationale
Compelling strategic rationale Driving increased customer relevance, innovation and sustainable growth » Merger to form a stronger, bigger, more innovative company with market-leading retail offerings and strong, trusted local brands » Combination of two companies with complementary cultures, simila
Slide 11: Combining strong heritage, similar values and a shared focus on the customer
Combining strong heritage, similar values and a shared focus on the customer » Ahold and Delhaize have a long track record of mutually beneficial relationships with suppliers » Committed to engaging with suppliers and ensuring seamless transition Suppliers » Significant value creation via synergies
Slide 12: Bringing together two complementary businesses
Bringing together two complementary businesses Comparable business profiles with strong, trusted local brands Net Sales Underlying Operating Income Net Sales Underlying Operating Income €32.8bn €1.3bn €21.4bn €0.8bn with underlying margin of 3.9% with underlying margin of 3.6% Free cash flow Market
Slide 13: Enhanced scale to meet evolving customers’ needs
Enhanced scale to meet evolving customers’ needs Serving over 50 million customers weekly across expanded geographic reach Over 50 million €54.1bn Over 6,500 multi- Leading positions in customers in U.S. and Aggregated format stores key regions Europe per week sales 2014 ME VT Netherlands NH MA NY B
Slide 14: Strong brands and leading online propositions
Strong brands and leading online propositions U.S. Benelux Central and South- Eastern Europe €32.9bn sales €16.6bn sales €4.6bn sales 2,985 2,063 880 1,438 1,295 2,105 1,105 768 333 # of Stores # of Stores # of Stores Coffee Ahold Icetea Delhaize Online Source: Ahold and Delhaize 2014 annual reports
Slide 15: Delivering value to all stakeholders
Delivering value to all stakeholders Frans Muller CEO of Delhaize Group 15
Slide 16: Delivering a superior customer offering
Delivering a superior customer offering Enhanced choices in products, services and shopping anytime, anywhere Convenience stores Specialty Stores Compact Hypers Gasoline Stations Channels Pick-up Supermarkets Home Points Delivery » Expanding and innovating the range of high-quality goods and service
Slide 17: Creating an even better place to work for associates
Creating an even better place to work for associates Building on similar values and heritage of family entrepreneurship » Bringing together the best of both cultures, management practices Best of both and business processes, making Ahold Delhaize a better, more attractive place to work » Combining t
Slide 18: Better serving our communities
Better serving our communities Increasing the impact of our CSR and sustainability programs Ahold Vision » Being responsible is integral to our business » Together we can make a bigger impact on our communities » We have defined five priority areas for our stakeholders Delhaize Vision » Leveraging o
Slide 19: Attractive combined financial profile
Attractive combined financial profile Strong financial profile which will be further enhanced by synergies over time » Aggregated sales of €54.1 billion further enhances scale, enabling Ahold Delhaize to better compete in its key regions, invest in innovation and meet evolving customer needs PF Ahol
Slide 20: Creating value through realizing cost synergies
Creating value through realizing cost synergies Direct Sourcing 50-60% Focused integration team » €500 million of run-rate synergies in 3 years after completion Indirect » 40% in year 1 Sourcing » 80% in year 2 15-20% » 100% in year 3 Clear » €350m of one-off costs* General & governance and Administ
Slide 21: Strong cash flow generation
Strong cash flow generation » Strong PF free cash flow generation (over €1.8bn) in 2014 » Strong balance sheet with PF net debt / EBITDA of 0.7x¹ and PF lease adjusted net debt / EBITDAR of 1.7x² » Ahold Delhaize will take a balanced approach to investing in profitable growth and returning excess li
Slide 22: Delivering long term value for shareholders
Delivering long term value for shareholders Realizing significant synergies and investing in long term growth » Highly cash generative businesses, enabling Ahold Delhaize to invest in future growth and deliver attractive returns to shareholders » Anticipated run-rate synergies of €500 million per an
Slide 23: Ahold Delhaize: an exciting future together
Ahold Delhaize: an exciting future together » Focused management team to achieve synergies » Creating a stronger, international food retailer and delivering value for all stakeholders – A superior customer offering – Attractive opportunities for our associates – Better serving our communities – A co
Slide 24: Q&A
Q&A Dick Boer, CEO of Royal Ahold Frans Muller, CEO of Delhaize Group Jeff Carr, CFO of Royal Ahold Pierre Bouchut, CFO of Delhaize Group 24
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