Grupo Argos S.a. · BVC:GRUPOARGOS
Grupo Argos — Merger or Acquisition (June 2023)
14 slides from Grupo Argos's merger presentation, June 2023
Slide 1: Grupo Nutresa Share Exchange
Grupo Nutresa Share Exchange June 2023 1
Slide 2: Disclaimer
Resultados Primer Trimestre del 2019 Disclaimer This presentation contains certain forward-looking representations and information related to GRUPO ARGOS and its subsidiaries based on currently known facts, expectations and forecasts, circumstances, and assumptions regarding future events. Many fact
Slide 3: Context - Background
Context - Background Role of Grupo Argos’s Investment in Grupo Nutresa 1. Long-term Profitability 20% Annual return on investment in Grupo 2. Enables infrastructure growth Nutresa over the last 20 years Including the value shareholders have received via 3. Stability and Resilience dividends and shar
Slide 4: Grupo Argos's Strategic Rationale for the Operation - Main Elements
Grupo Argos’s Strategic Rationale for the Operation - Main Elements Favorable terms of trade for Grupo Argos → For each Grupo Nutresa share, Grupo Argos will receive 1 0.96 Grupo Sura shares and 0.28 Grupo Argos shares (absorbed after liquidation of the new company resulting from the spin-off). 2 Du
Slide 5: Step by Step Summary of the Operation
Step by Step Summary of the Operation* 1 Mirror Spin-off of Grupo Nutresa into 2 companies 1. Grupo Nutresa (food products) 2. New company that owns the portfolio (portfolio)13.3% belonging to Grupo Sura and 12.5% to Grupo Argos 2 Public Offer for the Exchange of up to 23.1% of Grupo Nutresa (food p
Slide 6: Operation step 1 - Mirror Spin-off of Grupo Nutresa
Operation step 1 - Mirror Spin-off of Grupo Nutresa 1 Illustration Mirror Spin-off of Grupo Nutresa into 2 Once this spin-off companies companies: is completed, • This transaction requires submitting the each shareholder mirror spin-off of the company for approval will receive one by the Grupo Nutre
Slide 7: Step 2 of the operation – Tender Offer with payment in securities for up to 23.1%
Step 2 of the operation – Tender Offer with payment in securities for up to 23.1% of Grupo Nutresa 2 Tender Offer for up to 23% of Grupo Nutresa (food Illustration products) with payment in securities: TOB for up to 23% of Grupo Nutresa (food • Grupo Argos and Grupo Sura will issue a TOB for up to A
Slide 8: Step 3 - Exchange of shares
Step 3 - Exchange of shares 3 Illustration During this Exchange of shares transaction Exchange of Shares: phase, for each • Grupo Argos will exchange its share of Grupo • Nutresa Grupo Argos (foodwill products) exchange with itsJGDB, share Nugil of Grupo and Grupo Argos Investment Grupo Argos Invest
Slide 9: Step 4 - Post-Exchange Structure
Step 4 - Post-Exchange Structure 4 Illustration As a result of the JGDB exchange, Nugil Post-Exchange Structure Grupo Sura Shareholders Grupo Nutresa (food and IHC will • Once the exchange of shares is completed, JGDB, post exchange products) shareholders post exchange cease to have a Nugil and IHC
Slide 10: Step 5 - Liquidation of the new company that holds the portfolio
Step 5 - Liquidation of the new company that holds the portfolio 5 Illustration Liquidation of the new company that holds the portfolio Grupo Argos’s ownership of Grupo Argos’s the portfolio holding company ownership after winding up • After all the transaction’s operations have been As a result of
Slide 11: Summary terms of exchange
Summary terms of exchange For every Grupo Nutresa share, Grupo Argos will receive 0.96 Grupo Sura shares and 0.28 Grupo Argos shares. • This transaction includes an exchange of 254 million shares of Grupo Nutresa (56%) - with which JGDB, Nugil and IHC Capital Holding would reach 87% shareholding in
Slide 12: Terms of Exchange – From a perspective of Valuation Multiples
Terms of Exchange – From a perspective of Valuation Multiples Final Terms of Exchange Illustrative Multiples Resulting from the Exchange The exchange scale implmented by Grupo Argos will mean that the This is an in-kind exchange that should not be measured using a company will receive a share packag
Slide 13: Terms of Exchange – From a perspective of Objective Analyst Prices
Terms of Exchange – From a perspective of Objective Analyst Prices Period affected by Covid-19 + 8 TOBs Premium according to ANR → +70% +60% +71% +72% +68% +59% +48% +39% +8% +11% +9% [0.96 x Grupo Sura Px] + 48.091 47.756 47.124 46.170 46.146 [0.28 x Grupo Argos Px] 44.854 43.653 40.037 33.342 32.0
Slide 14: Terms of Exchange – From a Market Pricing Perspective
Terms of Exchange – From a Market Pricing Perspective Period affected by Covid-19 + 8 TOBs $ 65.000 $ 60.000 Over the last 18 months, 4 TOBs were launched by [0.96 x Grupo Sura Px] + [0.28 x Grupo Argos Px] Grupo Nutresa that increased the price. $ 55.000 From the point of view of Grupo Argos, these