The Middleby Corporation · NASDAQ:MIDD
The Middleby — Middleby — Merger or Acquisition (May 2006)
12 slides from The Middleby's merger presentation, May 15, 2006
Slide 1: The Middleby Corporation
____ THE MIDDLEBY CORPORATION May 2006
Slide 2: Disclaimer
Disclaimer ad Matters discussed in this presentation or otherwise attributable to the company which are not historical fact are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on the
Slide 3: Announcement
Announcement ad Middleby announced on May 12th that it had proposed combination discussions with Enodis = The announcement was pursuant to Rule 2 of U.K. City Code on Takeovers and Mergers = Middleby requested a meeting with Enodis to discuss the proposal = Indicated 195 pence per share potential ca
Slide 4: Creates a Foodservice Equipment Leader
Creates a Foodservice Equipment Leader ad Leading foodservice equipment player with over $1.5 billion of revenue and $190 million of EBITDA “) Broad product portfolio servicing the “hot” and “cold” markets Complementary group of industry leading brands Enhanced international franchise — Middleby Asi
Slide 5: Broad Product Portfolio
Broad Product Portfolio | hd, Enodis’ HOT: Product solutions for a global customer base Fryers Conveyor ovens Convection ovens Toasters Charboilers Ranges Restaurant baking ovens Combi-ovens Steamers Broilers HOT: = Steam cookers = Rangers = Combi-ovens = Conveyor ovens = Fryers = Rotisserie ovens =
Slide 6: Portfolio of Industry Leading Brands
Portfolio of Industry Leading Brands ahd ad Enodis: BLODGETT 4] see — Cleveland “scoTsmMAN Beverage Systems PAsouthbend [Tey ~ pewrere coma jib “GARLAND merrychef® Well-established brand portfolios 6
Slide 7: Enhanced Global Footprint
Enhanced Global Footprint ad 34 plants in 9 countries (") Leading positions in Asia, Europe and U.S Opportunity for growth in emerging markets Ability to leverage Middleby’s six global test kitchens © Frods Vontocurrs Fetes @ Wideoyautecua Facies AY Eros Headqumters Phe Msieby Headauarers Enodis Tec
Slide 8: Strong Geographic Fit
Strong Geographic Fit AA P| Enodis’ 2005 Revenue Europe and Latin America Middle East 3% 8% Asia T% U.S. and Canada 82% Broader geograph rons FY 209 Ania Rept FY2005 Revenue (") UK Rest ofthe 9, World T% Rest of Europe 12% North America 72%
Slide 9: Significant Synergy Opportunities
Significant Synergy Opportunities al = Based on previous experiences we would contemplate that potential synergies could be in the range of $50 million to as high as $70 million = Quantification and verification are subject to discussions with Enodis Integration of complementary international organi
Slide 10: Strong Operating Performance
Strong Operating Performance ad Operating Margin Comparison 7 2002-2005 Revenue CAGR Comparison wos 200% 180 180 10.4% 100 120 50 80 1% oo 40 60 cr) 0.) oo Erode Madey zoo 2002 amo m4 200 LT
Slide 11: Middleby Created Significant Shareholder Value
Middleby Created Significant Shareholder Value Five-Year Stock Price Performance $100.00 +1,334.4% 80.00 60.00 40.00 20.00 0.00 05/11/01 1130101 06/21/02 01/10/03 08/01/03 02/20/04 09/10/04 0401/05 10/2105 05/12/06 set Raven Sytens "
Slide 12: Creates a Foodservice Equipment Leader
Creates a Foodservice Equipment Leader ad = Middleby / Enodis combination is compelling — Broad product portfolio servicing “hot” and “cold” markets — Complementary group of industry leading brands — Enhanced international franchise — Significant upside through operational and marketing efficiencies