Glanbia Plc · EURONEXT:GL9
Glanbia — Merger or Acquisition (April 2010)
17 slides from Glanbia's merger presentation, Apr 20, 2010
Slide 1: Unlocking our potential
Unlocking our potential 20 April 2010 1
Slide 2: Cautionary statement
Cautionary statement This presentation and accompanying announcements contain forward-looking statements. These statements have been made by the Directors in good faith based on the information available to them up to the time of their approval of this presentation and accompanying announcements. Du
Slide 3: Key points
Key points • Proposed disposal of Irish Dairy and Agri Businesses to Glanbia Co-operative Society (the “Society”) • Strengthens Glanbia’s balance sheet and provides financial flexibility to fulfil potential of its international business • Glanbia becomes a focused international nutritional ingredien
Slide 4: Compelling strategic logic for both parties
Compelling strategic logic for both parties Glanbia The Society • Creates focused nutritional ingredients • Creates focused leading Irish dairy and cheese Group processor and consumer products group • Simplifies business and governance • Simplifies business and governance structures structure • Impr
Slide 5: Transaction – outline structure
Transaction – outline structure • Disposal of Irish Dairy and Agri Business to the Society (54.6% shareholder in Glanbia); incorporating Dairy Ingredients Ireland, Consumer Products and Agribusiness, plus Glanbia Estates, Group Business Services, and related Irish JVs and associates • Disposal proce
Slide 6: Transaction consideration illustration
Transaction consideration illustration Component Description € million Illustrative Net Placing Price of €3.101 multiplied by Placing Value 102 million shares 316.2 €3.10 less €2.65 per share multiplied by 102 million Risk Sharing Adjustment shares divided by 2 (22.9) Cash Component Agreed cash cons
Slide 7: Key conditions for Completion
Key conditions for Completion • Approval of the members of the Society of the transaction • Approval by Glanbia Shareholders (excluding the Society and its associates) of the Disposal in accordance with the Listing Rules • Completion of the Placing Slide 7 Agreement to dispose of Irish Dairy and Agr
Slide 8: Timetable
Timetable Principal event 2010 First Society Special General Meeting 10 May Second Society General Meeting 24 May Glanbia plc Extraordinary General Meeting 25 May Accelerated Book Build relating to the placing End May Transaction completion expected by 15 June Slide 8 Agreement to dispose of Irish D
Slide 9: Continuing group
20 April 2010 Continuing group
Slide 10: Greater focus; more appropriate structure
Greater focus; more appropriate structure Organisation Board Ownership 2 20% Global Cheese 7 80% Nutritionals Performance US Cheese Nutrition Customised Southwest Premix Cheese Solutions Ingredient Glanbia • New Chairman of the • Moving from 45% to Technologies Cheese (UK) Board 80% free float • Cur
Slide 11: Reduced earnings volatility, sustainable higher margins
Reduced earnings volatility, sustainable higher margins Pro forma 2 January 20101 (€’000) Cheese Global Nutritionals Continuing Group Revenue 407,317 385,076 792,393 Operating profit 27,795 62,073 89,868 Operating margin 6.8% 16.1% 11.3% 1 Excludes Joint Ventures & Associates Including share of Join
Slide 12: Greater financial flexibility
Greater financial flexibility Pro forma 2 January 2010 (€ million) Net Debt EBITDA Net Debt/EBITDA1 Glanbia plc 442.6 152.5 2.9 times Continuing Group 116.42 109.5 1.1 times 1 Excludes Joint Ventures & Associates 2 The Continuing Group’s net debt will be variable depending on the final disposal proc
Slide 13: Well established international strategy
Well established international strategy Building leadership positions in growth markets with good margins and scalable opportunities Stronger market growth rates Sustainable higher margins Increasing innovation rate Global Nutritionals US Cheese Natural business alignment Slide 13 Agreement to dispo
Slide 14: Attractive end markets and strong global footprint
Attractive end markets and strong global footprint Ireland 2 Group HQ divisions Innovation Centre 2,600 employees 15 countries 390,000 tonnes of cheese 83,000 tonnes of ingredients Customer service office Group headquarters Innovation centre Manufacturing site US regional head office Slide 14 Agreem
Slide 15: Growth strategy in execution mode
Growth strategy in execution mode Ingredient Customised Performance Cheese Technologies Premix Solutions Nutrition Volume / market share growth Product mix improvement Further R&D and innovation Expand global footprint Build scale in Asia Acquire complementary businesses Slide 15 Agreement to dispos
Slide 16: Summary
Summary • Transformational disposal to leverage international potential • Track record of performance and good current momentum • Strong positions in growth markets • Disciplined execution – financial, operational, strategic • Clear international strategy • Well invested and resourced to deliver Sli
Slide 17: Glanbia
© glanbia Glanbia plc, Glanbia House, Kilkenny, Ireland Tel: +353 56 777 2200 Fax: +353 56 777 2303 www.glanbia.com