Wilmar International Limited · SGX:F34
Wilmar International — Merger or Acquisition (December 2006)
35 slides from Wilmar International's merger presentation, Dec 14, 2006
Slide 1: Wilmar International Limited Corporate Presentation
WILMAR INTERNATIONAL LIMITED CORPORATE PRESENTATION 14 DECEMBER 2006 1
Slide 2: Presentation Overview
Presentation Overview • Introduction • Proposed merger with Kuok Group’s plantation, edible oils, grains and related businesses • Proposed acquisition of the edible oils, grains and related businesses of Wilmar Holdings Pte Ltd (“WHPL”), including interests held by ADM group (“ADM”) • Rationale for
Slide 3: Introduction
Introduction 3
Slide 4: Creation of one of the largest listed companies in Singapore by market capitalisation
Creation of one of the largest listed companies in Singapore by market capitalisation • Proposed merger with Kuok Group’s plantation, edible oils, grains and related businesses (“KG Merger”) – Voluntary general offer of Bursa Malaysia-listed PPB Oil Palms Berhad (“PPBOP”) – 65.8% stake in PGEO Group
Slide 5: Proposed US$2.7b KG Merger
Proposed US$2.7b KG Merger 5
Slide 6: Proposed US$1.1b voluntary general offer for PPBOP: Background Information
Proposed US$1.1b voluntary general offer for PPBOP Background Information • Listed on Bursa Malaysia with a market capitalisation of approx RM4.0b as at 13 Dec 06 • Principally engaged in oil palm cultivation and milling • Owns a 34.2% stake in PGEO PPBOP FY05 9M06 Net profit US$36.9m US$30.9m NTA U
Slide 7: PPBOP Background Information: Landbank and plantation statistics
Proposed US$1.1b voluntary general offer for PPBOP Background Information • Landbank in East Malaysia (Sabah and Sarawak) and Indonesia Plantation statistics As at 30 Sep 2006 Landbank (ha) 363,405 Total planted area (ha) 96,114 Mature area harvested (ha) 67,475 FFB production (MT) 1,081,309 Mill pr
Slide 8: PPBOP Purchase Consideration & Approval
Proposed US$1.1b voluntary general offer for PPBOP Purchase Consideration & Approval • 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 – 55.6% held by PPBG • Exploring with CIMB Group for possible arrangement
Slide 9: Proposed US$1.2b acquisition of a 100% stake in KOG: Background
Proposed US$1.2b acquisition of a 100% stake in KOG Background Information • Flagship company responsible for the processing and trading of oils & grains products under the Kuok Group of companies • Processing facilities located in China, Malaysia, Indonesia, Vietnam, New Zealand, the Netherlands an
Slide 10: KOG Background Information: China business
Proposed US$1.2b acquisition of a 100% stake in KOG Background Information • 3 key areas of KOG’s business in China – Consumer packs oil • Leading consumer packs manufacturer and distributor where its “Arawana” brand is the No. 1 brand in China • Sales volume in excess of 1m tonne in 2005 • Official
Slide 11: KOG Purchase Consideration & Approval
Proposed US$1.2b acquisition of a 100% stake in KOG Purchase Consideration & Approval • Consideration for the proposed acquisition to be satisfied by issue of approx 1,091.6m new Wilmar shares at an issue price of S$1.71 per Wilmar share • Proposed acquisition is subject to, inter alia, Wilmar share
Slide 12: Proposed US$320m acquisition of a 65.8% stake in PGEO: Background
Proposed US$320m acquisition of a 65.8% stake in PGEO Background Information • Major palm and lauric oils refiner and exporter in Malaysia • Operates six refineries with a combined production capacity close to 4.7m MT p.a. • Approx 90% of production is exported to China, EU countries, India, Korea,
Slide 13: PGEO Purchase Consideration & Approval
Proposed US$320m acquisition of a 65.8% stake in PGEO Purchase Consideration & Approval 100% 55.6% FFM Berhad 65.8% 34.2% PGEO • Offer for 65.8% stake as 34.2% is held by PPBOP • Consideration for the proposed acquisition to be satisfied by issue of 287.1m new Wilmar shares at an issue price of S$1.
Slide 14: Financial effects of the KG Merger
Financial effects of the KG Merger For 9 months ended 30 Sep 06 Before the KG After the KG Merger Merger (assuming 100% acceptance of VGO) Earnings (US$’000) 68,263 178,072 Earnings per share (US cents) 2.70 3.61 As at 30 Sep 06 NTA (US$’000) 473,374 1,243,332 NTA per share (US cents) 18.69 25.19 Gr
Slide 15: Proposed US$1.6b IPT Acquisitions
Proposed US$1.6b IPT Acquisitions 15
Slide 16: IPT Acquisitions Background Information
Proposed US$1.6b IPT Acquisitions Background Information • Principally engaged in the origination, processing, branding and distribution of edible oils, oilseeds and grains • Principal operations located in China, India, Africa and Ukraine – Largest processor of oilseeds and edible oils in China – O
Slide 17: IPT Acquisitions Background Information: Net profit and NTA
Proposed US$1.6b IPT Acquisitions Background Information • Other operations include specialty fats, flour and rice milling, and grain merchandising FY05 9M06 Net profit US$11.1m US$116.6m NTA US$721.5m US$814.8m 17
Slide 18: WHPL – Production capacities
Proposed US$1.6b IPT Acquisitions WHPL – Production capacities Subsidiaries Associates Total As at 30 Nov 06 (MT p.a.) (MT p.a.) China Crushing 8,068,500 7,896,900 15,965,400 Refining 2,607,000 1,881,000 4,488,000 Specialty Fats 66,000 - 66,000 Oleo-chemical 207,900 - 207,900 Consumer oil packaging
Slide 19: IPT Acquisitions Purchase Consideration
Proposed US$1.6b IPT Acquisitions Purchase Consideration • Restructuring exercise to inject all of WHPL’s oils, oilseeds, grains and related businesses into Wilmar for US$1.1b • Letter of offer to ADM to acquire ADM’s interests in the companies engaging in the oils, oilseeds, grains and related busi
Slide 20: IPT Acquisitions Financial Effects
Proposed US$1.6b IPT Acquisitions Financial Effects For 9 months ended 30 Sep 06 Before the IPT After the IPT Acquisitions Acquisitions Earnings (US$’000) 68,263 186,416 Earnings per share (US cents) 2.70 4.68 As at 30 Sep 06 NTA (US$’000) 473,374 1,302,116 NTA per share (US cents) 18.69 32.70 Gross
Slide 21: IPT Acquisitions Approval and Timing
Proposed US$1.6b IPT Acquisitions Approval and Timing • Approval from Wilmar shareholders will be required for the IPT Acquisitions – WHPL will not be voting on the resolution to approve the IPT Acquisitions at an EGM to be convened • The IPT Acquisitions are estimated to be completed in Q2 2007 21
Slide 22: Pro forma shareholding structure
Pro forma shareholding structure 22
Slide 23: Proforma shareholding structure
Proforma shareholding structure Kuok Group 19.6% WHPL ADM Public (include PPBG) 31.0% 48.5% 6.7% 13.8% 100% 65.8% 100% 100% 34.2% KOG PGEO PPBOP IPT Assets Existing Business *Assuming all vendors accept the offer and all PPBOP shareholders accept the share offer ** ADM will have an effective interes
Slide 24: Rationale for the Transactions
Rationale for the Transactions 24
Slide 25: World's Leading Merchandiser and Processor of Palm Oil
World’s Leading Merchandiser and Processor of Palm Oil • Leading palm and lauric oils refiner in the world • Total refining capacity for palm and laurics oil will increase from 5.3m MT p.a. to 9.6m MT p.a. • Leading merchandiser of palm and lauric oils in most of the major markets in the world (Chin
Slide 26: Significant increase in production capacities in Indonesia & Malaysia
Significant increase in production capacities in Indonesia & Malaysia Activities Wilmar PGEO Combined Group As at 30 Sep No. of Capacity No. of Capacity No. of Capacity 2006 plants (MT p.a.) plants (MT p.a.) plants (MT p.a.) Refinery – palm 18 5,339,400 15 4,719,000 33 10,058,400 & laurics Palm kern
Slide 27: Significant oil palm plantation owner
Significant oil palm plantation owner • Creation of a plantation group with 573,405 ha of landbank and 160,786 ha of total planted area • With the additional expertise of PPBOP, Wilmar will be able to expand its oil palm acreage more aggressively, to become one of the largest plantation owners in 10
Slide 28: Location of Indonesian & Malaysian operations
Location of Indonesian & Malaysian operations 28
Slide 29: Dominant Processor and Merchandiser of Agricultural Products in China
Dominant Processor and Merchandiser of Agricultural Products in China KOG WHPL & ADM • Leading merchandiser of consumer • Largest oilseed crusher and edible pack edible oils oils refiner • One of the largest manufacturers • Leading merchandiser of consumer of oleochemicals pack edible oils • Manufac
Slide 30: WHPL – Manufacturing plants & trading companies in China
WHPL – Manufacturing plants & trading companies in China 30
Slide 31: KOG's presence in China
KOG’s presence in China HEILOM NA G Seems ? atl & - Manufacturing Plants © - Sales offices i | We Invest « You Harvest 31
Slide 32: Significant production capacities in China
Significant production capacities in China Activities WHPL KOG Combined Group As at 30 Sep 2006 No. of Capacity No. of Capacity No. of Capacity plants (MT p.a.) plants (MT p.a.) plants (MT p.a.) Soya bean and 11 7,309,500 3 802,000 14 8,111,500 oilseeds crushing Refinery 17 2,557,500 11 2,399,000 28
Slide 33: The Leading Agribusiness Group in Asia
The Leading Agribusiness Group in Asia • Leading merchandiser and processor of palm and lauric oils in the world • Leading merchandiser and processor of edible oils and oilseeds in the China • Sizeable plantation owner in Indonesia and Malaysia • Dominant processor and merchandiser of agricultural p
Slide 34: Questions & Answers
Questions & Answers 34
Slide 35: 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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