Darling Ingredients Inc. · NYSE:DAR
Darling Ingredients — Darling International — Merger or Acquisition (December 2005)
8 slides from Darling Ingredients's merger presentation, Dec 20, 2005
Slide 1: Strategic Combination Enhances Darling's Operations and Future Growth Prospects
Strategic Combination Enhances Darling's Operations and Future Growth Prospects National By-Products, LLC A Leading Independent Rendering Company December 20, 2005
Slide 2: Forward-Looking Statements
Forward-Looking Statements This presentation contains forward-looking statements regarding the business operations of Darling and the industry in which it operates. These statements are identified by words such as "may," "will," "expect," "believe," "intend," "anticipate," "should," "estimate," "con
Slide 3: Important Legal Information
Important Legal Information Investors and security holders are urged to read the proxy statement regarding the proposed transaction when it becomes available because it will contain important information. The proxy statement will be filed with the U.S. Securities and Exchange Commission by Darling I
Slide 4: Who is National By-Products?
Who is National By-Products? Top five U.S. independent renderer with significant scale 42 facilities throughout the Midwest, including 14 large-scale production facilities Substantial volume of white meat raw material supply Strong balance sheet with minimal working capital debt Experienced senior l
Slide 5: A Compelling Combination
A Compelling Combination Accelerates GROWTH Enhances OPERATIONS Combined annual sales of over $500 million in FY04 Combined '04 EBITDA of approximately $74 million Expanded network of facilities positions Darling to take advantage of new growth opportunities Rendering / Restaurant Services Diversifi
Slide 6: Highlights of Combination
Highlights of Combination National By-Products Darling Combined Company $200 million in revenues in FY04 $28 million EBITDA in FY04 Strong Midwest rendering platform Favorable formula-based contracts Strong white meat raw material supply relationships Experienced and talented senior management team
Slide 7: Transaction Terms
Transaction Terms Cash and stock combination valued at approximately $141 million $70.5 million in cash Darling common shares equal to 20% of outstanding common shares on a fully diluted basis at close of transaction 2. Additional conditional issuance of shares on the 13-month anniversary of closing
Slide 8: Straightforward Roadmap to Completion
Straightforward Roadmap to Completion Customary closing conditions Hart-Scott-Rodino Financing Darling stockholder approval NBP unit holder approval Anticipated close in first half of 2006 Clear integration plan Similar business models Similar operations
Darling International — Merger or Acquisition (December 2005) on 6ix