Kirin Holdings Co. Ltd. · TSE:2503
Kirin — Merger or Acquisition (August 2008)
18 slides from Kirin's merger presentation, Aug 25, 2008
Slide 1: Agreement reached for National Foods to acquire all shares in Dairy Farmers
Agreement reached for National Foods to acquire all shares in Dairy Farmers August 25, 2008 Kirin Holdings Company, Limited
Slide 2: Contents
Contents Transaction overview Strategic relevance Valuation and funding Goodwill and impact on consolidated financial performance of Kirin Holdings Synergies Dairy Farmers: company outline, brands and products, manufacturing locations, financial highlights Northern ･･････・・・・・・・・・・・・・・・･
Slide 3: Transaction overview
Transaction overview ■ National Foods Limited (“NFL”) was selected as the successful bidder to acquire Dairy Farmers, and a basic sale agreement has been reached for NFL to acquire all shares in DF. ■ The total planned acquisition amount is A$884 million (approximately ¥84.0 billion, including inter
Slide 4: Transaction Rationale
Transaction Rationale A clear strategic rationale exists for an acquisition of Dairy Farmers The Australian dairy industry needs consolidation - inefficiencies and excess Industry Consolidation capacity exists largely as a hallmark of former market regulation Dairy Farmers sale represents the
Slide 5: Valuation and funding
Valuation and funding Valuation Enterprise value (EV) of A$884 million = A$675 million to shareholders + interest- bearing debt of A$209 million Based on EBITDA of A$73 million in 2008 excluding special items * ⇒ EV/EBITDA ratio of approximately 12 times * Special items: special expenses incurred fr
Slide 6: Goodwill and impact on consolidated financial performance
Goodwill and impact on consolidated financial performance Goodwill 1. Intangible fixed assets on balance sheet (2008 est.) A$40 million 2. Amount of investment A$884 million (minus) 3. Interest-bearing debt A$209 million 4. Net assets on balance sheet (2008 est.) A$221 million Goodwill A$494 (approx
Slide 7: Expected synergies
Expected synergies 1． Integration in the dairy foods industry should stabilize competition and create a better environment for changes in raw materials costs to be more easily reflected in pricing 2. NFL can increase market share in areas of current weakness such as QLD and NSW. QLD NFL share approx
Slide 8: Dairy Farmers: Company Outline
Dairy Farmers: Company Outline 1. Company name: Dairy Farmers (Official registered as: Australian Co-operative Foods Limited) 2. Head office: Sydney, New South Wales, Australia 3. Representative: Robert F. Gordon, CEO 4. Capital stock: Net assets*1: A$206 million (Approx. ¥19.6 billion) (As of June
Slide 9: Dairy Farmers: Company Outline (continued)
Dairy Farmers: Company Outline (continued) 10. Company milestones: 1900 Company established (The Dairy Farmers Co-operative Milk Co. Ltd.) 1935 Established first bottling plant in Sydney Mid Began producing cottage cheese and flavored yogurts 1960s 1977 Invested in Ultra High Temperature (UHT) produ
Slide 10: Dairy Farmers: Brands and Products
Dairy Farmers: Brands and Products • Milk: Wide range of fresh and long-life milks • Flavoured Milk: Range of flavoured milks and iced coffees • Yogurt: Ski is a leading yogurt brand with approx 26% share of the everyday yogurt market. Thick ‘n Creamy launched recently under the Dairy Farmers brand.
Slide 11: Dairy Farmers: Brands and Products (continued)
Dairy Farmers: Brands and Products (continued) • Cheese: Range of natural and processed cheese products • For Kids: Through Professor Cow, this range is marketed as a “fun range of healthy dairy just for kids” • In the Kitchen*: Range includes creams, sour creams, buttermilk and traditional yogurts
Slide 12: Dairy Farmers: Manufacturing Footprint
Dairy Farmers: Manufacturing Footprint • Dairy Farmers has 12 manufacturing sites -- restructuring in 2005 and 2006 resulted in the closure of 4 plants • As a result of the plant closure, Dairy Farmers has reduced its headcount by a net 27% (c. 660 employees) Malanda (milk & cheese) Milk 47m L (P),
Slide 13: Dairy Farmers: Financial Highlights
Dairy Farmers: Financial Highlights 【 P&L statement excluding special items （A$M）】 DF DCAM by Category 2005 2006 2007 2008E Ingredients 4% White Milk Sales Volume 717 653 707 741 23% Sales Revenue 1,074 1,021 1,058 1,229 Dairy Cheese 26% EBIT 43 44 46 43 EBITDA 75 74 74 73 Impulse 16% Dairy Foods 31
Slide 14: For reference: Warrnambool Cheese and Butter Factory (WBCB)
For reference: Warrnambool Cheese and Butter Factory （WBCB) Outline of WBCB ・ Established in 1888; currently the oldest continuing dairy company in Australia ・ Listed on the Australian Stock Exchange in May 2004 ・ Produces and sells cheese, milk powder, whey protein concentrate, butter, cream and mi
Slide 15: For reference: Market Positions of each company
For reference: Market Positions of each company 1 Milk 1 2 3 2,166,000kL¹ (37%) (25%) (17%) 1 2 3 4 Yogurts (27%) (28%) (12%) (11%) A$726M² 1 3 4 2 Dairy Desserts (46%) (5%) (8%) (30%) A$181M² 1 2 3 Chilled juice (53%) (4%) A$352M² (13%) 1 2 Ambient Juice (36%) (21%) A$543M² Specialty Cheese 1 A$290
Slide 16: For reference: Market positions of each company
For reference: Market positions of each company 2 Approximate milk business market share by company and state in Australia National Dairy Farmers Company P Other Foods NSW 30% 50% 10% 10% Victoria 40% <10% 40% 15% Queensland 20% 20% 50% <10% South Australia 60% 20% 10% 10% Western Australia 40% - -
Slide 17: For reference: Dairy Farmers compared to National Foods
For reference: Dairy Farmers compared to National Foods Dairy Farmers National Foods Established 1900 1991 (F.U.S.A. <1900) Milk Supply 1 bn litres 1 bn litres Australia and New Zealand 11 20 Manufacturing Sites Employees ~ 1,800 ~3,500 Ownership Farmer Members Kirin Turnover >$1.0bn >$2.0bn YOY Sal
Slide 18: This material is intended for informational purposes only
この資料は投資判断の参考となる情報の提供を目的としたものであり、投資勧誘を目的としたものではありません。 銘柄の選択、投資の最終決定は、ご自身の判断でなさるようにお願いいたします。 This material is intended for informational purposes only and is not a solicitation or offer to buy or sell securities or related financial instruments. 17
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